Aerocrine-Increased Acceptances In Offer Period

RNS Number : 5849R

Circassia Pharmaceuticals Plc

30 June 2015

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA EXCEPT IN CERTAIN CIRCUMSTANCES, OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Circassia in any jurisdiction in which any such offer or solicitation would be unlawful.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.

Circassia Pharmaceuticals Plc

("Circassia" or the "Company")

CIRCASSIA'S EXTENDED OFFER PERIOD FOR AEROCRINE HAS INCREASED ACCEPTANCES TO 97.2 PERCENT

Oxford, UK, 30 June 2015: On 15 May 2015, Circassia Pharmaceuticals plc ("Circassia") announced a public offer to the shareholders of Aerocrine AB ("Aerocrine") ("the Offer"). During the extended acceptance period of the Offer, acceptances have increased such that following settlement Circassia will hold a total of 679,092,664 shares in Aerocrine, representing approximately 97.2 percent of the total amount of shares and votes in Aerocrine.

During the extended acceptance period, which ended on 26 June 2015, 31,986,367 shares corresponding to 4.6 percent of the outstanding shares and votes in Aerocrine were tendered in the Offer. For shareholders that accepted the Offer during the extended acceptance period, settlement is expected to take place on 2 July 2015, as previously communicated.

Prior to the Offer, Circassia did not hold or control any shares, directly or indirectly, in Aerocrine or any holdings of financial instruments which would have given Circassia a financial exposure equivalent to a shareholding in Aerocrine. During the extended acceptance period, Circassia agreed to acquire 5,001,069 shares, corresponding to 0.7 percent of the outstanding shares and votes in Aerocrine, outside the Offer on the same terms and conditions as for the Offer, in accordance with applicable rules and regulations.

As announced on 15 June 2015, as Circassia holds more than 90 percent of the shares in Aerocrine, Circassia intends to call for compulsory acquisition of the remaining shares in Aerocrine in accordance with the Swedish Companies Act. In addition, Aerocrine's Board of Directors has resolved to apply for Aerocrine's shares to be de-listed from Nasdaq Stockholm, and has, as requested by Circassia, issued a notice for an extraordinary general meeting of Aerocrine's shareholders to be held on 14 July 2015 to, amongst other resolutions, elect a new Board of Directors.

Enquiries

Circassia Pharmaceuticals plc                                               [phone]

Steve Harris

Julien Cotta

Rob Budge

J.P. Morgan Cazenove                                                            [phone]

James Mitford                                                              

Alex Bruce                                          

Peel Hunt LLP                                                                         [phone]

James Steel                                                                  

Clare Terlouw

FTI Consulting                                                                         [phone]

Ben Atwell

Simon Conway

Mo Noonan

IMPORTANT NOTICE

Forward-looking statements

This Announcement contains forward-looking statements. None of the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP undertakes any obligation or intends to revise or update any document (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law including the Listing Rules or the Disclosure Rules and Transparency Rules).

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States except in certain circumstances and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The shares issued pursuant to the placing and open offer (the "New Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering, and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.

This Announcement does not constitute an extension into the United States of the offer mentioned in this Announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States.  Aerocrine AB shareholders located or resident in the United States or who are acting for the account or benefit of such persons will not be eligible to participate in the tender offer for Aerocrine shares. Offer documents, including the offer document describing the terms of the offer and tender forms, have not and will not be distributed or sent into the United States.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement has been issued by, and is the sole responsibility, of the Company. J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, and J.P. Morgan Limited and Peel Hunt LLP, which are each authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Acquisitions, Placing and Open Offer and Admission, will not regard any other person (whether or not a recipient of the Prospectus) as a client in relation to the proposed Acquisitions, Placing and Open Offer or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Acquisitions, Placing and Open Offer or Admission or any other matter referred to in this Announcement.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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