PVG.L Regulatory News (PVG)

6 Nov 2007 07:01

Ark Therapeutics Group PLC06 November 2007 6 November 2007 FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THEUNITED STATES, CANADA, AUSTRALIA AND JAPAN, OR INTO ANY OTHER JURISDICTION WHERETHE EXTENSION OR AVAILABILITY OF THE PLACING AND OPEN OFFER WOULD BREACH ANYAPPLICABLE LAW THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULDNOT SUBSCIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPTON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY INCONNECTION WITH THE PROPOSED PLACING AND OPEN OFFER. COPIES OF THE PROSPECTUSWILL, FOLLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. Ark Therapeutics Group plc Placing and Open Offer of 35,636,289 New Ordinary Shares at 105 pence per share raising £35.4 million (net) Ark Therapeutics Group plc (LSE: AKT) ("Ark" or the "Company"), the specialisthealthcare group targeting specific unmet clinical needs within the vasculardisease and cancer markets, announces today that it is proposing to raiseapproximately £35.4 million, net of expenses, through an underwritten Placingand Open Offer of 35,636,289 New Ordinary Shares at a price of 105 pence per NewOrdinary 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 • Placing and Open Offer of 35,636,289 New Ordinary Shares of 1 penceeach at a price of 105 pence per share to raise £37.4 million (£35.4 million netof expenses) • Open Offer to Qualifying Shareholders on the basis of 3 New OrdinaryShares for every 14 existing Ordinary Shares • The Directors have agreed to take up a total of 20,636 New OrdinaryShares, through the Placing ("Directors' Shares") • The Placing and Open Offer has been fully underwritten by PiperJaffray and Credit Suisse, other than the Directors' Shares • The Placing was oversubscribed with strong support from institutionalinvestors. • The Issue Price of 105 pence per New Ordinary Share represents a 2.8per cent. discount to the closing price of 108 pence on the Business Day priorto announcement of the Placing and Open Offer Reasons for the Placing and Open Offer and use of net proceeds The Directors currently expect that the £35.4 million net proceeds of thefundraising, together with the Company's existing cash, cash equivalents andmoney markets investments, will be utilised for: • Progressing the final stage development of Ark's existing clinicalprograms, Cerepro(R), Vitor(TM) and Trinam including taking Cerepro(R) through tomarket approval, sales force set up and launch. • Strengthening its gene based clinical portfolio by moving three of itspre-clinical leads based on Scavidin(R) and Trinam(R) variants, into Phase I/IIa trials • Developing and completing the Group's enlarged manufacturingfacilities • Working capital and leveraging the value in the Group's intellectualproperty (IP) portfolio Dr. Nigel Parker, Chief Executive Officer of Ark, commented: "Ark has established itself at the forefront of gene medicine where DNA-basedtechnologies offer the potential to deliver breakthrough treatments in areas ofserious unmet medical need. As well as allowing us to progress our lead clinicalproducts the support shown for this fundraising by our shareholders enables usto bring new second generation gene medicines into the clinic and strengthen ourleadership position." 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 3142 8700David Rasouly / Jamie Adams / Will Carnwath Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888Andrew Christie / Peter Hyde Financial Dynamics +44 (0)20 7831 3113David Yates 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 except to a very limitednumber of persons who are qualified institutional buyers within the meaning ofRule 144A under the US Securities Act of 1933, as amended, which are alsoinstitutional accredited investors (or entities all of the equity owners ofwhich are qualified institutional buyers and institutional accredited investors)within the meaning of Rule 501(a)(1), (2), (3), or (7). These written materialsare not an offer of securities for sale in the United States. The existingOrdinary Shares, the New Ordinary Shares and the Open Offer Entitlements havenot and will not be registered under the US Securities Act of 1933, as amendedand may not be offered, sold, pledged, transferred or otherwise disposed ofexcept outside the United States in an "offshore transaction" (as defined inRule 902(k) of the US Securities Act) in accordance with Rule 903 or 904 ofRegulation S under the US Securities Act; pursuant to an effective registrationstatement under the US Securities Act or pursuant to an available exemption fromthe registration requirements of the US Securities Act.. Moreover, neither theexisting Ordinary Shares, nor the New Ordinary Shares nor the Open OfferEntitlements have been or will be registered under the securities laws of anystate of the United States, or under the applicable securities laws ofAustralia, Canada or Japan. Subject to certain exceptions, the Ordinary Sharesmade available under the Placing and Open Offer and the Open Offer Entitlementsmay not be offered, sold, taken up, delivered or transferred in or into theUnited States, Australia, Canada or Japan, and, subject to certain exceptions,Application Forms are not being posted to and no Open Offer Entitlements will becredited to a stock account of any person with a registered address in,Australia, Canada or Japan. This announcement should not be issued, mailed orotherwise distributed or sent into the United States. All persons (including,without limitation, stockbrokers, banks or other agents) must observe theserestrictions. 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 Ordinary 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. FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THEUNITED STATES, CANADA, AUSTRALIA AND JAPAN, OR INTO ANY OTHER JURISDICTION WHERETHE EXTENSION OR AVAILABILITY OF THE PLACING AND OPEN OFFER WOULD BREACH ANYAPPLICABLE LAW THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULDNOT SUBSCIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPTON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY INCONNECTION WITH THE PROPOSED PLACING AND OPEN OFFER. COPIES OF THE PROSPECTUSWILL, FOLLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. Ark Therapeutics Group plc Placing and Open Offer of 35,636,289 New Ordinary Shares at 105 pence per share Introduction The Board of Ark announces today that the Company is proposing to raiseapproximately £35.4 million, net of expenses, by the issue of 35,636,289 NewOrdinary Shares at a price of 105 pence per New Ordinary Share. The issue is tobe made by way of a Placing and Open Offer to Qualifying Shareholders holdingOrdinary Shares at the close of business on 2 November 2007. The Issue Price of105 pence per New Ordinary Share represents a 2.8 per cent. discount to theclosing middle market price of 108 pence per Ordinary Share on 5 November 2007,being the last Business Day before this announcement. Qualifying Shareholders will be invited to apply for New Ordinary Shares on thebasis of 3 New Ordinary Shares for every 14 existing Ordinary Shares held. TheNew Ordinary Shares, have been conditionally placed by Piper Jaffray and CreditSuisse with certain existing Shareholders, institutional investors and certainof the Directors, subject to clawback to satisfy valid applications byQualifying Shareholders under the Open Offer. The Placing and Open Offer isconditional on the passing of the Resolution. The Placing and Open Offer hasbeen fully underwritten by Piper Jaffray and Credit Suisse (other than theDirectors' Shares). 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 Group's current portfolio and research programmes are as follows:Product Description Stage of Indication Status Development Kerraboot Wound management device Marketed Foot and leg ulcers Launched in UK and approved in US(R) International sales commencing Flaminal Antimicrobial wound healing gel Marketed Infected/slow to heal Launched in UK(R) wounds Kerraped Pressure 'offloading' medical Marketed Plantar foot ulcers Recently launched in UK(R) footwear Cerepro Gene-based medicine Orphan Drug Phase III Operable malignant First MAA review completed in(R) Status (FDA/ EMEA) glioma Europe Phase III trial fully recruited Vitor(TM) Small molecule Fast Track Phase III Cancer-related Therapeutic effect demonstrated in Designation (FDA) cachexia Phase II trial SPA opened with FDA for Phase III Trinam(R) Gene-based medicine Phase II Haemodialysis access Up to three-fold increase in graft Orphan Drug Status (FDA/ EMEA) patency demonstrated in Phase II trial SPA opened with FDA for Phase III EG010 Ox-LDL-AB test CE marked in Detection of heart Out-licensed to Lab 21 Ltd. Europe attack risk Scavidin Gene-based molecule Pre-clinical Multi-therapeutic Pre-clinical therapeutic proof-of-(R) application principle achieved in three cancer models Trinam(R) Trinam(R) platform Pre-clinical Myocardial Pre-clinical therapeutic proof-of-variants ischaemia (angina), principle and gene optimisation CABG and others Targeted Gene-based medicine Pre-clinical Multi-therapeutic Technology and manufacturing processintegrating application optimisation underwayvectortechnology Neuro-pilin 1 Small molecule Leads Cancer First pre-clinical proof-of-principle identified in vivo achieved Ark sources innovations through its own research and via collaborations withleading academic institutions. As well as co-funding early research, Ark acts asthe industrial partner to enable collaborating institutions to secure direct EUfunding of specific research programmes (more than €17 million to date). Arkretains intellectual property exploitation rights in respect of theseprogrammes. Ark has established itself at the forefront of gene-based medicine,an exciting, emerging field of medicine with the potential to deliver effectivetreatments in areas of unmet therapeutic need. The Company has undertaken asignificant number of clinical trials, from Phase I to Phase III, and hascompleted both corporate partnering and financing transactions. At the sametime, Ark has continued to spread the risk in its portfolio by developingrelated small molecules and by extending its woundcare product range. It hasalso started to exploit its intellectual property library through a significantagreement with Boehringer Ingelheim in relation to stroke, the out-licensing ofits heart attack risk test (EG010) to the emerging UK diagnostic business Lab 21Limited, and the spin-out of pre-clinical programmes relating to indications inthe eye to Eyecopharm AG. Ark continues to seek further exploitationopportunities for its intellectual property portfolio, in particular in relationto its stroke patent. Reasons for the Placing and Open Offer and use of net proceeds The Group plans to use the net proceeds of the Placing and Open Offer, togetherwith its existing funds, to complete the development, and exploit the potentialof, its current lead product development programmes. In addition, the Groupintends to build on its leadership position in gene-based medicine by advancinga number of its pre-clinical programmes into the clinic. 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 willamount to approximately £35.4 million. The Directors currently expect that thesenet proceeds, together with the Company's existing unaudited cash, cashequivalents and money market investments of approximately £34 million as at 30September 2007, will be used as follows: • approximately 50 per cent. towards progressing the final-stage development of its existing clinical programmes, Cerepro(R), Trinam(R) and Vitor(TM) and in particular to take Cerepro(R) through to market approval, sales force set up and launch, and to invest in Trinam(R) and Vitor(TM) through their final Phase III clinical trials; • approximately 25 per cent. towards accelerating the progress of up to three of its early phase gene-based medicines into Phase I/IIa studies, the more advanced opportunities being: Scavidin(R) in non-operable glioma, Trinam(R) variants in refractory angina and foetal growth restriction and a new collagen delivery device with the Trinam(R) gene variant in coronary artery bypass surgery. The Company would also seek to capitalise on the very promising work on Neuropilin 1 peptides as anti-cancer compounds with a view to taking an optimised molecule to the point of a Phase I trial, following which a development partner will be sought; • approximately 10 per cent. towards the development and completion of the Group's enlarged manufacturing facilities in Kuopio, Finland to include in-house manufacture of Trinam(R) (in addition to Cerepro(R)) and for the development of the GMP manufacturing processes and facilities for the production of lentiviral vectors for use with Scavidin(R) and the targeted integrating vector technology; and • approximately 15 per cent. for working capital and other corporate purposes, including administrative overheads, business development costs and costs associated with leveraging the Group's intellectual property portfolio. Current trading and prospects The Company announced its interim results for the six months ended 30 June 2007on 29 August 2007. Since 30 June 2007, the Group has continued to make goodprogress with each of its lead opportunities. The Directors are confident of thefinancial and trading prospects of the Group for the remainder of the currentfinancial year. Since 30 June 2007, the Company has continued to incur losses, in line withDirectors' expectations. A part of Ark's strategy is to build its portfolio in the core gene and genedelivery technology areas. Evaluations are ongoing as a matter of routine tosource breakthrough science. Technology opportunities have been identified,which, if brought into the Group, would be additive to the development pipeline.Such identified acquisitions are individually unlikely to involve considerationin excess of £2 million, whether in shares or cash. 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 control of the Company: H2 2007 • Cerepro(R) - complete factory engineering validation to standards recognised by the FDA • Trinam(R) - complete SPA process • Vitor(TM) - commence Phase III pilot trial • Woundcare - expand the UK portfolio by one further product H1 2008 • Trinam(R) - commence enrolment into Phase III trial andfile Fast Track application • Vitor(TM) - complete Phase III pilot trial • Cerepro(R) - third DSMB review of safety/efficacy • Cerepro(R) - first opportunity for submission of MAA with EMEA • Kerraboot(R) - finalise US distribution partner arrangements • Woundcare - expand the UK woundcare sales portfolio by twofurther products • EG011 (refractory angina) - establish manufacturing product viral seedstocks to regulatory standards and commence production • Update on progress of IP exploitation • NP1 antagonist - complete lead molecule optimisation • CABG delivery device - establish pre-clinical proof of principle H2 2008 • Trinam(R) - secure rolling NDA • Vitor(TM) - commence Phase III development programme • Vitor(TM) - finalise out-licensing partner strategy H2 2008/H1 2009 • Cerepro(R) - fourth DSMB review of safety/efficacy • Cerepro(R) - second opportunity for submission of MAA • Cerepro(R) - first opportunity for EU approval and launch • Update on progress of IP exploitation • Certification of new manufacturing facility • Scavidin(R) and EG011- complete vector manufacturing toregulatory standards and commence production Details of the Placing and Open Offer Subject to the fulfilment of the conditions set out below, QualifyingShareholders are being given the opportunity to subscribe for the New OrdinaryShares pro rata to their existing shareholdings at a price of 105 pence per NewOrdinary Share on the basis of: 3 New Ordinary Shares for every 14 existing Ordinary Shares held by Qualifying Shareholders at the Record Date and so in proportion for anyother number of Ordinary Shares then held. 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 existing Ordinary Shares in bothcertificated and uncertificated form will be treated as having separate holdingsfor the purpose of calculating their entitlements under the Open Offer. Noapplication in excess of a Qualifying Shareholder's maximum entitlement will bemet, and any Qualifying Shareholder so applying will be deemed to have appliedfor his maximum entitlement only. The Placing and Open Offer has been fully underwritten by Piper Jaffray andCredit Suisse (other than in respect of the Directors' Shares), subject tocertain 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 7 November 2007. The Open Offer Entitlements will also beenabled for settlement in CREST at 8.00 a.m. on 7 November 2007. Applicationsthrough the means of the CREST system may only be made by the QualifyingShareholder originally entitled or by a person entitled by virtue of a bona fidemarket claim. Qualifying non-CREST Shareholders will receive an Application Formwith the 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 with certain existing shareholders, other institutionalinvestors and certain of the Directors. To the extent that they fail to do so,Piper Jaffray and Credit Suisse have agreed to themselves each subscribe for 50per cent. of the New Ordinary Shares (other than the Directors' Shares) at theIssue Price, subject to clawback to satisfy valid applications by QualifyingShareholders under the Open Offer. The Placing and Open Offer is conditional, inter alia, upon: (i) the passing of the Resolution; (ii) Admission becoming effective by not later than 8.00 a.m. on 30November 2007 (or such later time and/or date as Piper Jaffray, Credit Suisseand the Company may agree, not being later than 8.00 a.m. on 14 December 2007);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 be identical to andrank in full for all dividends or other distributions declared, made or paidafter Admission and in all other respects will rank pari passu with the existingOrdinary Shares. 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 30November 2007 and that dealings for normal settlement in the New Ordinary Shareswill commence at 8.00 a.m. on the same day. The Issue Price of 105 pence per New Ordinary Share represents a 2.8 per cent.discount to the closing middle market price of 108 pence per Ordinary Share on 5November 2007, the last Business Day before the announcement of the Placing andOpen Offer. The Prospectus containing details of the proposed Placing and Open Offer isexpected to be sent to Qualifying Shareholders today. 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 2007 Record Date for the Open Offer close of business on 2 November Posting of Prospectus and Application Forms 6 November Open Offer Entitlements credited to stock accounts in CREST of Qualifying by 7 NovemberCREST Shareholders Latest recommended time for requesting withdrawal of Open Offer 4.30 p.m. on 21 NovemberEntitlements from CREST Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 23 November Latest time and date for splitting Application Forms (to satisfy bona 3.00 p.m. on 26 Novemberfide market claims) Latest time and date for receipt of Forms of Proxy for the Extraordinary 11.00 a.m. on 27 NovemberGeneral Meeting Latest time and date for receipt of completed Application Forms and 11.00 a.m. on 28 Novemberpayment in full under the Open Offer or settlement of relevant CRESTinstruction (as appropriate) Extraordinary General Meeting 11.00 a.m. on 29 NovemberDealings in the New Ordinary Shares commence 8.00 a.m. on 30 November Expected date for crediting of New Ordinary Shares to CREST stock 30 Novemberaccounts in uncertificated form Expected date of despatch of share certificates in respect of New by 5 DecemberOrdinary Shares in certificated form Placing and Open Offer Statistics Issue Price 105 pence Number of Ordinary Shares in issue as at the Record Date 166,302,680 Number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer 35,636,289 Number of Ordinary Shares in issue immediately following Admission 201,938,969 Market capitalisation of the Company following the Placing and Open Offer at the Issue £212.0 millionPrice Gross proceeds of the Placing and Open Offer receivable by the Company £37.4 million Estimated net proceeds of the Placing and Open Offer available to the Company £35.4 million 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 3142 8700David RasoulyJamie AdamsWill Carnwath Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888Andrew ChristiePeter Hyde Financial Dynamics +44 (0)20 7831 3113David Yates 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 except to a very limitednumber of persons who are qualified institutional buyers within the meaning ofRule 144A under the US Securities Act of 1933, as amended, which are alsoinstitutional accredited investors (or entities all of the equity owners ofwhich are qualified institutional buyers and institutional accredited investors)within the meaning of Rule 501(a)(1), (2), (3), or (7). These written materialsare not an offer of securities for sale in the United States. The existingOrdinary Shares, the New Ordinary Shares and the Open Offer Entitlements havenot and will not be registered under the US Securities Act of 1933, as amendedand may not be offered, sold, pledged, transferred or otherwise disposed ofexcept outside the United States in an "offshore transaction" (as defined inRule 902(k) of the US Securities Act) in accordance with Rule 903 or 904 ofRegulation S under the US Securities Act; pursuant to an effective registrationstatement under the US Securities Act or pursuant to an available exemption fromthe registration requirements of the US Securities Act.. Moreover, neither theexisting Ordinary Shares, nor the New Ordinary Shares nor the Open OfferEntitlements have been or will be registered under the securities laws of anystate of the United States, or under the applicable securities laws ofAustralia, Canada or Japan. Subject to certain exceptions, the Ordinary Sharesmade available under the Placing and Open Offer and the Open Offer Entitlementsmay not be offered, sold, taken up, delivered or transferred in or into theUnited States, Australia, Canada or Japan, and, subject to certain exceptions,Application Forms are not being posted to and no Open Offer Entitlements will becredited to a stock account of any person with a registered address in,Australia, Canada or Japan. This announcement should not be issued, mailed orotherwise distributed or sent into the United States. All persons (including,without limitation, stockbrokers, banks or other agents) must observe theserestrictions. 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 Ordinary 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. 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 the requirements contained in the publication "Admission and DisclosureStandards" 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 accompanies this document 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 "certificated" or "certificated in relation to an Ordinary Share, not in uncertificated formform" "cGMP" current Good Manufacturing Practice "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 Euroclear in accordance with the Regulations "Directors" the directors of the Company at the date of this announcement "Directors' Shares" the 23,636 New Ordinary Shares that certain of the Directors have agreed to subscribe for or purchase as part of the Placing "Extraordinary General Meeting" the extraordinary general meeting of the Company convened for 29 November 2007, or any adjournment thereof, notice of which is set out at the end of this document "Group" the Company and its subsidiary undertakings at the date of this document "Issue Price" 105 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) "London Stock Exchange" London Stock Exchange plc "New Ordinary Shares" 35,636,289 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 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 "pari passu" of equal ranking "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 6 November 2007 between the Company, Piper Jaffray and Credit Suisse relating to the Placing and Open Offer, "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 Qualifying Shareholders whose Ordinary Shares on the register of members ofShareholders" 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 2 November 2007 "Regulations" the Uncertificated Securities Regulations 2001, as amended from time to time "Resolution" the special resolution set out in the notice of meeting convening the Extraordinary General Meeting "Shareholders" holders of Ordinary Shares "uncertificated" or " recorded on the relevant register or other record of the share or otheruncertificated form" 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