VEC.L Regulatory News (VEC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

 10 August 2021

Cash Acquisition

of

Vectura Group plc ("Vectura")by

Murano Bidco Limited ("Carlyle Bidco")

a newly formed company indirectly controlled byfunds managed by Carlyle Europe Partners V

to be implemented by a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Carlyle offer declared final

Carlyle Bidco notes the recent unilateral announcements from Philip Morris International and PMI Global Services ("PMI") of a revised 165 pence per share offer for Vectura, and that it intends to pursue its outstanding offer for Vectura by way of a take-over offer process rather than a Vectura recommended scheme of arrangement.

The Takeover Panel has previously announced rules for an auction between PMI and Carlyle Bidco in relation to their competing offers for Vectura that was due to start on Wednesday 11 August, 2021.

Carlyle Bidco considers the financial terms of its 155 pence per share offer, as announced on 6 August 2021, as full and fair. Accordingly, Carlyle Bidco has decided that the financial terms of its offer will not be increased and are now final. As a result, the proposed auction procedures will not be implemented.

Carlyle Bidco has always made it clear that it believed its offer provided a full and fair value as well as wider benefits to Vectura and its broader stakeholders. Carlyle Bidco remains fully supportive of Vectura's existing strategy to build an independent leading CDMO with genuine global reach, credibility and involvement in the market for inhaled and respiratory medicines and devices. Carlyle Bidco believes that partnering with Carlyle would offer significant opportunity to Vectura's many employees (particularly Vectura's leading scientists), suppliers, customers and research partners. In particular, it would allow the Company and its employees to continue to participate in key scientific forums and would provide the resources Vectura needs to accelerate its strategy and to continue its vital work helping patients suffering from respiratory illness.

The Board of Vectura stated in the announcement of its recommendation of Carlyle Bidco's cash offer on Friday 6 August that they considered that Vectura may be better positioned under Carlyle's ownership to meet both Vectura's existing strategy but also the interests of a number of its current stakeholders.

In the 6 August announcement, the Vectura Directors also noted the reported uncertainties relating to the impact on Vectura's wider stakeholders arising as a result of the possibility of the Company being owned by PMI.

In assessing the relative merits of cash offers from Carlyle Bidco or PMI, Carlyle Bidco encourages shareholders to consider the broader context and the impact of each offer on the Company and its wider stakeholders in determining which offer to support.

Simon Dingemans, a Managing Director in Carlyle's European buyout advisory group, said: "Carlyle believes its offer is in the best interests of the business and its stakeholders, including its employees, partners and customers, as well as, most importantly, the patients it serves and helps to provide with effective and accessible medicines."

Shareholders should note that Carlyle Bidco already has all the approvals it has been seeking from regulators and therefore the only approvals now actively required by Carlyle Bidco prior to completion are Vectura shareholder approvals and sanction by the Court.

A further announcement will be made when appropriate.

Enquiries:

Linklaters LLP is acting as legal adviser to Carlyle and Carlyle Bidco. Latham & Watkins LLP and Ropes & Gray LLP are acting as antitrust and regulatory legal advisers respectively to Carlyle and Carlyle Bidco.

Important Notices

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the UK is acting exclusively as financial adviser to Carlyle Bidco and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated in the UK by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Carlyle Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Carlyle Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. It is not a prospectus nor a prospectus exempt document.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Vectura's website at www.vectura.com by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.