PVG.L Regulatory News (PVG)

27 Apr 2006 07:03

Ark Therapeutics Group PLC27 April 2006 Ark Therapeutics Group plc27 April 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia and Japan Ark Therapeutics Group plc ("Ark") Placing and Open Offer of 31,874,514 New Ordinary Shares at 85 pence per Share raising £27.1 million Ark, the specialist healthcare group targeting specific unmet clinical needswithin the vascular disease and cancer markets, announces today that it isproposing to raise approximately £25.5 million, net of expenses, by the issue of31,874,514 New Ordinary Shares at a price of 85 pence per New Ordinary Share. A Prospectus being issued by the Company and containing details of the Placingand Open Offer is expected to be posted to Qualifying Shareholders today. Highlights are as follows: • Placing and Open Offer of 31,874,514 New Ordinary Shares at a price of 85 pence per New Ordinary Share to raise £27.1 million (£25.5 million net of expenses) • Open Offer to Qualifying Shareholders on the basis of 1 New Ordinary Share for every 4 existing Ordinary Shares • Placing and Open Offer has been fully underwritten by Piper Jaffray and Credit Suisse, other than the Committed Shares and the Directors' Shares • The Issue Price of 85 pence per New Ordinary Share represents a 4.3 per cent. premium to the closing middle market price on the Business Day prior to announcement of the Placing and Open Offer • At the same time as the Placing, the Selling Shareholders are also selling 2,600,000 existing Ordinary Shares at the Issue Price • The Directors have agreed to take up a total of 94,060 New Ordinary Shares, through the Placing (Directors' Shares) or the Open Offer (Committed Shares) or the sale of existing Ordinary Shares Reasons for the Placing and Open Offer and use of net proceeds The Directors currently expect that these net proceeds, together with theCompany's existing cash, cash equivalents and money markets investments will beutilised: • to progress the development of the Company's existing clinical programmes; • to accelerate the development and scaling up of the Company's manufacturing facilities in Kuopio, Finland; • to progress the development of the Company's early pre-clinical pipeline; • to invest in initial sales and marketing infrastructure in preparation for the launch of CereproTM; and • for general working capital purposes. Dr. Nigel Parker, Chief Executive Officer of Ark, commented: "We have made very good progress in the past year and achieved some notableclinical and regulatory milestones with our lead brain cancer product, CereproTM, as well as signing a number of international marketing deals for Kerraboot(R) and announcing encouraging news regarding our other clinical andpre-clinical products. We are delighted with the very strong support we havereceived from both our existing shareholders and new institutional investors.The proceeds of this fundraising will allow us to build on Ark's recentprogress." Enquiries: Ark Therapeutics Group plc +44 (0)20 7388 7722Dr Nigel Parker, Chief Executive OfficerMartyn Williams, Chief Financial Officer Piper Jaffray Ltd. +44 (0)20 7743 8700David RasoulyJamie Adams Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888Paul NichollsAnthony Hartley Financial Dynamics +44 (0)20 7831 3113David YatesAnna Keeble Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom bythe Financial Services Authority and is a member of the London Stock Exchange,is acting for the Company and no-one else in connection with the Placing andOpen Offer and will not be responsible to anyone other than the Company forproviding the protections afforded to its customers or for providing advice inrelation to the Placing and Open Offer or any other matter referred to herein. Credit Suisse Securities (Europe) Limited which is authorised and regulated inthe United Kingdom by the Financial Services Authority and is a member of theLondon Stock Exchange, is acting for the Company and no-one else in connectionwith the Placing and Open Offer and will not be responsible to anyone other thanthe Company for providing the protections afforded to its customers or forproviding advice in relation to the Placing and Open Offer or for any othermatter referred to herein. This press announcement has been issued by Ark Therapeutics Group plc and is thesole responsibility of Ark Therapeutics Group plc. The Placing and Open Offer is not, subject to certain exceptions, being made,directly or indirectly, in or into the United States. Securities may not beoffered or sold in the United States without registration or an exemption fromregistration. Neither the existing Ordinary Shares, nor the New Ordinary Sharesnor the Open Offer Entitlements have been or will be registered under the USSecurities Act or under the securities laws of any state of the United States,or under the applicable securities laws of Australia, Canada or Japan. Subjectto certain exceptions, the Ordinary Shares made available under the Placing andOpen Offer and the Open Offer Entitlements may not be offered, sold, taken up,delivered or transferred in or into the United States, Australia, Canada orJapan, and, subject to certain exceptions, Application Forms are not beingposted to and no Open Offer Entitlements will be credited to a stock account ofany person with a registered address in the United States, Australia, Canada orJapan. This announcement should not be issued, mailed or otherwise distributedor sent into the United States. All persons (including, without limitation,stockbrokers, banks or other agents) must observe these restrictions. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities. Any purchase of, or application for, the New Ordianry Sharesshould be made only on the basis of information contained in the Prospectus tobe sent to Qualifying Shareholders shortly. The delivery of this announcement shall not, under any circumstances, create anyimplication that there has been no change in the affairs of the Group since thedate of this announcement nor that the information in it is correct as of anysubsequent time. This announcement may contain forward-looking statements that reflect theGroup's current expectations regarding future events, including the clinicaldevelopment and regulatory clearance of the Group's products, the Group'sability to find partners for the development and commercialisation of itsproducts, the Group's liquidity and results of operations, as well as theGroup's future capital raising activities. Forward-looking statements involverisks and uncertainties. Actual events could differ materially from thoseprojected herein and depend on a number of factors, including the success of theGroup's research strategies, the applicability of the discoveries made therein,the successful and timely completion of clinical studies, the uncertaintiesrelated to the regulatory process, the ability of the Group to identify andagree beneficial terms with suitable partners for the commercialisation and/ordevelopment of its products, the acceptance of the Group's products by consumersand medical professionals, and the ability of the Group to identify andconsummate suitable strategic and business combination transactions. Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia and Japan Ark Therapeutics Group plc Placing and Open Offer of 31,874,514 New Ordinary Shares at 85 pence per Share Introduction Your Board announces today that Ark is proposing to raise approximately £25.5million, net of expenses, by the issue of 31,874,514 New Ordinary Shares at aprice of 85 pence per New Ordinary Share. The issue is to be made by way of aPlacing and Open Offer to Qualifying Shareholders holding Ordinary Shares at theclose of business on 25 April 2006. The Issue Price of 85 pence per New OrdinaryShare represents a 4.3 per cent. premium to the closing middle market price of81.5 pence per Ordinary Share on 26 April 2006, being the last Business Daybefore this announcement. Qualifying Shareholders will be invited to apply for New Ordinary Shares on thebasis of 1 New Ordinary Share for every 4 existing Ordinary Shares held. The NewOrdinary Shares, other than the Committed Shares, have been conditionally placedby Piper Jaffray and Credit Suisse with certain existing Shareholders,institutional investors and certain of the Directors, subject to clawback tosatisfy valid applications by Qualifying Shareholders under the Open Offer. ThePlacing and Open Offer is conditional on the passing of the Resolutions. ThePlacing and Open Offer has been fully underwritten by Piper Jaffray and CreditSuisse (other than the Committed Shares and the Directors' Shares). At the same time as the Placing, the Selling Shareholders are selling 2,600,000existing Ordinary Shares at the Issue Price. Ark will not receive any of theproceeds from the sale of the Sale Shares by the Selling Shareholders. Theplacing of the Sale Shares has not been underwritten. Background Ark is a specialist healthcare group that has created a balanced portfolio ofproprietary healthcare products targeted at specific unmet clinical needs withinvascular disease and cancer. Ark has research activities in both the UK andFinland, manufacturing facilities (cGMP) in Finland and undertakes development,sales and marketing and all other main activities from its corporate head officein London, UK. The Company has commenced marketing its first product, Kerraboot(R), a novelwound dressing device for leg and foot ulcers which was launched into theprimary healthcare community in the middle of 2004. In addition, the Company hasa broad portfolio of products in clinical development, the most advanced ofwhich is CereproTM, a novel gene-based product for the treatment of patientswith operable high grade glioma, which is undergoing early regulatory review formarketing authorisation in Europe and a corroborative Phase III/IV study, alsoin Europe. Two further advanced clinical products with encouraging results arein Phase III (VitorTM) and Phase II (Trinam(R)) development. Ark's clinicalportfolio is underpinned by a number of earlier and unique pre-clinicalcandidates and the more advanced of these have already shown excitingpre-clinical therapeutic proof-of-principle results in in vivo disease models. Ark sources innovations through its own research and via collaborations withleading academic institutions. As well as co-funding early research, Ark alsoacts as the industrial partner to enable collaborating institutions to securedirect EU funding of specific research programmes (more than €15 million todate). Ark retains intellectual property exploitation rights in respect of theseprogrammes. Ark has steadily established itself as an industry leader in gene-basedmedicine, while at the same time developing related small molecules and amedical devices division. Following Ark's IPO the Company has made considerable progress across its fourlead products as well as significantly advancing earlier stage products in itspipeline. Notable achievements include: Kerraboot(R) • UK community launch effected in the middle of 2004, following recruitment of own sales force • the receipt of Drug Tariff reimbursement approval • the signing of nine marketing agreements across 11 territories, including Australia/New Zealand, China, Ireland, Denmark, The Netherlands and Turkey • the launch of a super-absorbent version in December 2005 in response to market demand • US patent secured in January 2006 • Prescription-generated sales for Kerraboot(R) were some 51 per cent. higher in the first three months of 2006 compared to the first three months of 2005 CereproTM • second Phase II study has shown an almost doubling of mean survival times versus standard treatments, confirming results of the first Phase II study • early application for marketing approval in Europe filed with and validated by the EMEA in October 2005 with the formal review process underway • the Group's facility in Finland was licensed by the Finnish National Agency for Medicines on behalf of the EMEA to manufacture the product for Phase III clinical and commercial supply in European markets • corroborative Phase III/IV study of up to 250 patients commenced in October 2005 with patient enrolment already in progress VitorTM • a Phase III study on 204 patients in the US, Canada and Europe was completed in 2005 with results indicating that with 12 weeks of treatment the product significantly slowed the daily weight loss of cachectic patients with non-small cell lung and colorectal cancer • IP strength demonstrated by multi-million pound licensing deal signed with Boehringer Ingelheim Trinam(R) • Orphan Drug Status received in Europe (following previous US designation) • approval received from the FDA to conduct Phase II/III trials in haemodialysis access surgery with enrolment of the Phase II study now nearing completion • initial results of low dose stage of ongoing Phase II study have shown Trinam(R) to improve graft patency time more than threefold compared with patients' previous experience Other • CE mark for the EG010 OX-LDL-AB in vitro diagnostic test obtained allowing it to be commercialised in Europe • proof-of-principle studies demonstrated Scavidin(R) to be effective in cancer models by stopping tumour development • targeted site-specific gene therapy delivery technology developed which selectively inserts DNA into specific therapeutic sites in the genome • small molecule agonists to Neuropilin 1 identified and optimised which have shown encouraging results in stopping cancer cell migration and adhesion in in vitro human breast, lung and colon cancer testing Reasons for the Placing and Open Offer and Use of Net Proceeds Ark plans to use the net proceeds of the Placing and Open Offer, together withits existing funds, to continue to develop and exploit the potential of itscurrent product development programmes allowing the Company to build further onthe significant progress it has achieved since its IPO. The Directors believethat the additional financial strength resulting from the Placing and Open Offerwill also enhance the Group's ability to negotiate favourable terms in futurepartnering and licensing agreements for its products and intellectual property. The net proceeds of the Placing and Open Offer receivable by the Company afterexpenses will amount to approximately £25.5 million. The Directors currentlyexpect that these net proceeds together with the Company's existing unauditedcash, cash equivalents and money market investments of approximately £28.1million as at 31 March 2006, will be utilised as follows: • approximately 50 per cent. towards progressing the development of its existing clinical programmes: CereproTM, VitorTM and Trinam(R) and in particular to take CereproTM and VitorTM through final Phase III/IV and Phase III clinical trials respectively and to take Trinam(R) into Phase III clinical trials; • approximately 20 per cent. towards accelerating the development and scaling up of its manufacturing facilities in Kuopio, Finland for the manufacture of CereproTM and Trinam(R). The EMEA is evaluating the Marketing Authorisation Application for CereproTM which was accepted for review in October 2005 and, if approved, the additional funds will allow Ark to complete the development of its manufacturing facilities to meet anticipated demand post-launch. Following the positive initial low dose Phase II results for Trinam(R) announced in October 2005, the Company also now plans to accelerate the scale up of the manufacturing of this product; • approximately 15 per cent. towards progressing the development of its early pre-clinical pipeline, in particular Scavidin(R) and Neuropilin 1, into Phase I clinical trials, as well as to further the development of its site-specific targeted gene-therapy delivery technology; • approximately 10 per cent. for working capital and other corporate purposes, including administrative overheads and business development costs; and • approximately 5 per cent. towards enabling the Company to invest in initial sales and marketing infrastructure in preparation for the anticipated launch of CereproTM. Current Trading and Prospects The Company announced its preliminary statement of results for the year ended 31December 2005 on 9 March 2006. As of today and during the first months of 2006,the Company has continued to make good progress with each of its leaddevelopment programmes. The Directors are confident of the financial and tradingprospects of the Group for the current financial year. Since 9 March 2006, the Company has continued to incur losses, in line with theDirectors' expectations, as it continues to progress the development of its leaddevelopment programmes. The Directors expect that losses and cash outflows willcontinue for a number of years. On the basis of progress so far, the anticipated news flow for the Group'sproduct development portfolio is summarised below, although these timings may besubject to change as a result of factors outside the Company's control: H2 2006 • Trinam(R): Phase II trial to complete and preliminary data available • VitorTM: meeting with regulators and finalise confirmatory Phase III trial design • CereproTM: meeting with FDA to discuss regulatory requirements • Kerraboot(R): further deals announced, international sales to commence and strengthening of sales portfolio • EG010 diagnostic test: out-licence H1 2007 • CereproTM: EMEA response to application for early approval under '' exceptional circumstances'' • CereproTM: patient recruitment for corroborative Phase III/IV trial completed • CereproTM: first possible period during which preliminary data on Phase III/IV trial may be available • VitorTM: confirmatory Phase III trial enrolment to commence • VitorTM: decision on commercialisation partner (co-promotion/ out-licensing) • Trinam(R): Phase III trial to commence • Trinam(R): decision on commercialisation partner (co-promotion/ out-licensing) • Kerraboot(R): progress US licensing discussions • Neuropilin 1: to commence Phase I clinical trials H2 2007 • CereproTM: first possible period during which further Phase III/IV data may be available • Scavidin(R): to commence Phase I clinical trials Principal Terms of the Placing and Open Offer Qualifying Shareholders will be given the opportunity to subscribe for the NewOrdinary Shares pro rata to their existing shareholdings at a price of 85 penceper New Ordinary Share on the basis of: 1 New Ordinary Share for every 4 existing Ordinary Shares held by Qualifying Shareholders at the Record Date and so on in proportion forany other number of Ordinary Shares then held. Certain Qualifying Shareholders, being the Selling Shareholders, NomuraInternational plc, The Merlin Fund L.P., The Merlin Bioscience Fund L.P., TheMerlin Bioscience Fund GbR, P/S BI Biomedicinsk Venture III and SeppoYla-Herttuala have entered into irrevocable undertakings not to take up anypart of their respective Open Offer Entitlements which, in aggregate, amount to7,020,911 New Ordinary Shares. Accordingly, under the terms of the Placing, suchnumber of New Ordinary Shares (being the Firm Placed Shares) have beenconditionally placed firm by Piper Jaffray and Credit Suisse with institutionaland other investors (including those Directors that have conditionally agreed tosubscribe for or purchase the Directors' Shares). With regard to the Directors, Dennis Turner has irrevocably undertaken to takeup a total of 24,000 New Ordinary Shares (being the Committed Shares) under theterms of the Open Offer. In addition, Dennis Turner, Dr. Nigel Parker, MartynWilliams, Peter Keen, Sir Mark Richmond and David Prince have agreed tosubscribe for or purchase a total of 70,060 New Ordinary Shares or Sale Shares(being the Directors' Shares) under the terms of the Placing and the placing ofthe Sale Shares. Fractions of New Ordinary Shares will not be allotted and each QualifyingShareholder's entitlement under the Open Offer will be rounded down to thenearest whole number. The fractional entitlements will be aggregated andincluded in the Placing, with the proceeds being retained for the benefit of theCompany. Qualifying Shareholders may apply for any whole number of New Ordinary Shares upto their maximum entitlement which, in the case of Qualifying non-CRESTShareholders, is equal to the number of Open Offer Entitlements as shown ontheir Application Form or, in the case of Qualifying CREST Shareholders, isequal to the number of Open Offer Entitlements standing to the credit of theirstock account in CREST. Qualifying Shareholders with holdings of existingOrdinary Shares in both certificated and uncertificated form will be treated ashaving separate holdings for the purpose of calculating their entitlements underthe Open Offer. No application in excess of a Qualifying Shareholder's maximum entitlement willbe met, and any Qualifying Shareholder so applying will be deemed to haveapplied for his maximum entitlement only. The Placing and Open Offer has been fully underwritten by Piper Jaffray andCredit Suisse (other than the Committed Shares and the Directors' Shares),subject to certain conditions set out in the Placing Agreement. Application has been made for the Open Offer Entitlements to be admitted toCREST. It is expected that the Open Offer Entitlements will be admitted to CRESTat 8.00 a.m. on 2 May 2006. The Open Offer Entitlements will also be enabled forsettlement in CREST at 8.00 a.m. on 2 May 2006. Applications through the meansof the CREST system may only be made by the Qualifying Shareholder originallyentitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-CREST Shareholders will receive an Application Form together withthe Prospectus which will set out their maximum entitlement to New OrdinaryShares as shown by the number of Open Offer Entitlements allocated to them. Pursuant to, and subject to the terms and conditions, of the Placing Agreement,Piper Jaffray and Credit Suisse have agreed conditionally to place the NewOrdinary Shares (other than the Committed Shares) with certain existingShareholders, other institutional investors and certain of the Directors. To theextent that they fail to do so, Piper Jaffray and Credit Suisse have agreed tothemselves each subscribe for 50 per cent. of, the New Ordinary Shares (otherthan the Committed Shares and the Directors' Shares) at the Issue Price, subjectto clawback to satisfy valid applications by Qualifying Shareholders under theOpen Offer. The Placing and Open Offer is conditional, inter alia, upon: (i) The passing of the Resolutions; (ii) Admission becoming effective by not later than 8.00 a.m. on22 May 2006 (or such later time and/or date as Piper Jaffray and Credit Suisseand the Company may agree, not being later than 8.00 a.m. on 5 June 2006); and (iii) the Placing Agreement becoming unconditional in all respects. Accordingly, if any of such conditions are not satisfied, or, if applicable,waived, the Placing and Open Offer will not proceed and any Open OfferEntitlements admitted to CREST will thereafter be disabled. The New Ordinary Shares, when issued and fully paid, will rank in full for alldividends or other distributions declared, made or paid after the date of issueof the New Ordinary Shares and otherwise pari passu with the existing OrdinaryShares. No temporary documents of title will be issued. Application has been made for the New Ordinary Shares to be admitted to theOfficial List and to trading on the London Stock Exchange's main market forlisted securities. It is expected that Admission will become effective on 22 May2006 and that dealings for normal settlement in the New Ordinary Shares willcommence at 8.00 a.m. on the same day. The Prospectus containing details of the proposed Placing and Open Offer isexpected to be sent to Shareholders shortly. Documents Available for Inspection Copies of the Prospectus will be available to the public for inspection at theDocument Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS. Expected Timetable of Principal Events 2006 Record Date for the Open Offer close of business on 25 April Posting of Prospectus and Application Forms 27 April Open Offer Entitlements credited to stock accounts in CREST of Qualifying by 2 MayCREST Shareholders Latest recommended time for requesting withdrawal of Open Offer 4.30 p.m. on 12 MayEntitlements from CREST Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 16 May Latest time and date for splitting Application Forms (to satisfy bona 3.00 p.m. on 17 Mayfide market claims) Latest time and date for receipt of completed Application Forms and 11.00 a.m. on 19 Maypayment in full under the Open Offer or settlement of relevant CRESTinstruction (as appropriate) Dealings in the New Ordinary Shares commence 8.00 a.m. on 22 May Expected date for crediting of New Ordinary Shares to CREST stock 22 Mayaccounts in uncertificated form Expected date of despatch of share certificates in respect of New by 30 MayOrdinary Shares in certificated form Placing and Open Offer Statistics Issue Price 85 pence Number of Ordinary Shares in issue as at the Record Date 127,498,059 Number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer 31,874,514 Number of Sale Shares to be sold by the Selling Shareholders 2,600,000 Number of Ordinary Shares in issue immediately following Admission 159,372,573 Market capitalisation of Ark following the Placing and Open Offer at the Issue Price £135.5 million Gross proceeds of the Placing and Open Offer receivable by the Company £27.1 million Estimated net proceeds of the Placing and Open Offer available to the Company £25.5 million Gross proceeds receivable by the Selling Shareholders pursuant to the disposal of the Sale £2.2 millionShares Enquiries: Ark Therapeutics Group plc +44 (0)20 7388 7722Dr Nigel Parker, Chief Executive OfficerMartyn Williams, Chief Financial Officer Piper Jaffray Ltd. +44 (0)20 7743 8700David RasoulyJamie Adams Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888Paul NichollsAnthony Hartley Financial Dynamics +44 (0)20 7831 3113David YatesAnna Keeble Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom bythe Financial Services Authority and is a member of the London Stock Exchange,is acting for the Company and no-one else in connection with the Placing andOpen Offer and will not be responsible to anyone other than the Company forproviding the protections afforded to its customers or for providing advice inrelation to the Placing and Open Offer or any other matter referred to herein. Credit Suisse Securities (Europe) Limited which is authorised and regulated inthe United Kingdom by the Financial Services Authority and is a member of theLondon Stock Exchange, is acting for the Company and no-one else in connectionwith the Placing and Open Offer and will not be responsible to anyone other thanthe Company for providing the protections afforded to its customers or forproviding advice in relation to the Placing and Open Offer or for any othermatter referred to herein. This press announcement has been issued by Ark Therapeutics Group plc and is thesole responsibility of Ark Therapeutics Group plc. The Placing and Open Offer is not being made, directly or indirectly, in or intothe United States. Securities may not be offered or sold in the United Stateswithout registration or an exemption from registration. Neither the existingOrdinary Shares, nor the New Ordinary Shares nor the Open Offer Entitlementshave been or will be registered under the US Securities Act or under thesecurities laws of any state of the United States, or under the applicablesecurities laws of Australia, Canada or Japan. Subject to certain exceptions,the Ordinary Shares made available under the Placing and Open Offer and the OpenOffer Entitlements may not be offered, sold, taken up, delivered or transferredin or into the United States, Australia, Canada or Japan, and, subject tocertain exceptions, Application Forms are not being posted to and no Open OfferEntitlements will be credited to a stock account of any person with a registeredaddress in the United States, Australia, Canada or Japan. Subject to certainexceptions, neither this announcement nor any other document connected with thePlacing and Open Offer may be issued, mailed or otherwise distributed or sent,through CREST or otherwise, in or into the United States. All persons(including, without limitation, stockbrokers, banks or other agents) mustobserve these restrictions. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities other than the securities to which it relates or any offer orinvitation to sell or issue, or any solicitation of any offer to purchase orsubscribe for, such securities by any person in any circumstances in which suchoffer or solicitation is unlawful. Neither the delivery of this announcement nor any subscription or sale madeunder it shall, under any circumstances, create any implication that there hasbeen no change in the affairs of the Group since the date of this announcementor that the information in it is correct as of any subsequent time. This announcement may contain forward-looking statements that reflect theGroup's current expectations regarding future events, including the clinicaldevelopment and regulatory clearance of the Group's products, the Group'sability to find partners for the development and commercialisation of itsproducts, the Group's liquidity and results of operations, as well as theGroup's future capital raising activities. Forward-looking statements involverisks and uncertainties. Actual events could differ materially from thoseprojected herein and depend on a number of factors, including the success of theGroup's research strategies, the applicability of the discoveries made therein,the successful and timely completion of clinical studies, the uncertaintiesrelated to the regulatory process, the ability of the Group to identify andagree beneficial terms with suitable partners for the commercialisation and/ordevelopment of its products, the acceptance of the Group's products by consumersand medical professionals, and the ability of the Group to identify andconsummate suitable strategic and business combination transactions. Definitions The following definitions apply throughout this announcement, unless the contextrequires otherwise: Admission the admission of the New Ordinary Shares (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards Admission and Disclosure Standards the requirements contained in the publication "Admission and Disclosure Standards" dated July 2005 containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities Application Form the personalised application form which will accompany the Prospectus for Qualifying non-CREST Shareholders for use in connection with the Open Offer Board the board of Directors of the Company Business Day a day (excluding Saturdays and Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in the City of London Capita Registrars a trading division of Capita IRG Plc Certificated or certificated form in relation to an Ordinary Share, not in uncertificated form Committed Shares the 24,000 New Ordinary Shares that Dennis Turner, a Director, has irrevocably committed to take up under the Open Offer Company or Ark Ark Therapeutics Group plc Credit Suisse Credit Suisse Securities (Europe) Limited, joint financial adviser, sponsor and broker to the Company CREST the relevant system (as defined in the Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by CRESTCo in accordance with the Regulations CRESTCo CRESTCo Limited, the operator of CREST Directors the directors of the Company at the date of this announcement Directors' Shares the 70,119 New Ordinary Shares that certain of the Directors have agreed to subscribe for as part of the Placing enabled for settlement in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by CRESTCo) Firm Placed Shares 7,020,911 New Ordinary Shares for which certain Qualifying Shareholders have irrevocably undertaken not to apply for pursuant to the Open Offer Group the Company and its subsidiary undertakings at the date of this announcement IPO means the 2004 initial public offering of Ordinary Shares, by way of a global offer, as more particularly described in the listing particulars of the Company dated 3 March 2004 Issue Price 85 pence per New Ordinary Share Japan Japan, its territories and possessions and any areas subject to its jurisdiction Listing Rules the rules and regulations made by the Financial Services Authority under Part VI of the Financial Services and Markets Act 2000 (as amended from time to time) New Ordinary Shares 31,874,514 new Ordinary Shares to be issued pursuant to the Placing and Open Offer Official List the Official List of the Financial Services Authority Open Offer the conditional invitation to Qualifying Shareholders to subscribe for New Ordinary Shares at the Issue Price on the terms and subject to the conditions set out or referred to in the Prospectus and, where relevant, in the Application Form Open Offer Entitlement an entitlement to apply to subscribe for New Ordinary Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer Ordinary Shares ordinary shares of one pence each in the capital of the Company Overseas Shareholders Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom and Shareholders who are US persons Piper Jaffray Piper Jaffray Ltd., joint financial adviser, sponsor and broker to the Company Placing the conditional placing by Piper Jaffray and Credit Suisse on behalf of the Company of the New Ordinary Shares pursuant to the Placing Agreement Placing Agreement the agreement dated today between the Company, Piper Jaffray and Credit Suisse relating to the Placing and Open Offer Prospectus the Prospectus to be posted to Shareholders in connection with the Placing and Open Offer of New Ordinary Shares Qualifying CREST Shareholders Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form Qualifying non-CREST Shareholders Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in certificated form Qualifying Shareholders holders of Ordinary Shares on the Company's register of members at the Record Date (other than certain Overseas Shareholders) Record Date close of business on 25 April 2006 Regulations the Uncertificated Securities Regulations 2001, as amended from time to time Resolutions the resolutions numbered 9 and 10 set out in the notice convening the annual general meeting of the Company to be held on 27 April 2006 Sale Shares the 2,600,000 Ordinary Shares to be sold by the Selling Shareholders at the same time as the Placing Selling Shareholders various funds advised by TVM IV GmbH and Co. KG and Bio Fund Ventures II ky Shareholders holders of Ordinary Shares stock account an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited uncertificated or uncertificated form recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland United States or US the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia US Securities Act the United States Securities Act of 1933, as amended This information is provided by RNS The company news service from the London Stock Exchange