Result of General Meeting

RNS Number : 2710M

Circassia Pharmaceuticals Plc

04 January 2019

 

CIRCASSIA PHARMACEUTICALS PLC

RESULT OF General Meeting

Oxford, UK - 4 January 2019: Circassia Pharmaceuticals plc ("Circassia" or "the Company") (LSE: CIR), a specialty pharmaceutical company focused on respiratory disease, today announces that at the General Meeting held earlier today, the Resolution to approve the move to AIM was duly passed.

The result of the poll in relation to the Resolution was as follows:

Special Resolution	For*	%	Against	%	Withheld**	%
To approve the Delisting and Admission	310,010,132	100.00	13,645	0.00	498	0.00%

* The "For" votes include those giving the Chairman discretion.

**A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.

In accordance with Listing Rule 9.6.2R, a copy of the Resolution passed at the General Meeting will be submitted to the National Storage Mechanism where it will shortly be available at www.morningstar.co.uk/uk/nsm.

Following the passing of the Resolution, the Company expects to make an application to cancel the Company's admission to the Official List and to trading on the Main Market ("Cancellation") and seek admission to trading on AIM ("Admission"). The Cancellation is expected to become effective at 8.00 a.m. on 4 February 2019 and Admission is expected to become effective at 8.00 a.m. on the same date, 4 February 2019.

Unless otherwise defined herein, capitalised terms in this announcement have the same meaning as in the shareholder circular published on 10 December 2018 available on the Company's website https://www.circassia.com/.

Enquiries

Circassia
Steve Harris, Chief Executive Officer	Tel: [phone]
Julien Cotta, Chief Financial Officer
Rob Budge, Corporate Communications
Peel Hunt
James Steel / Dr. Christopher Golden	Tel: [phone]
Numis Securities
James Black / Freddie Barnfield	Tel: [phone]
FTI Consulting
Simon Conway / George Kendrick	Tel: [phone]

About Circassia

Circassia is a world-class specialty pharmaceutical business focused on respiratory disease.  Circassia sells its novel, market-leading NIOX® asthma management products directly to specialists in the United States, United Kingdom and Germany, and in a wide range of other countries through its network of partners.  In 2017, the Company established a commercial collaboration with AstraZeneca in the United States in which it promotes the chronic obstructive pulmonary disease (COPD) treatment Tudorza® and has the commercial rights to NDA-stage COPD product Duaklir®.  For more information please visit www.circassia.com.

Notice to all Shareholders

The distribution of this announcement into a jurisdiction other than the United Kingdom may be restricted by law and, accordingly, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned. In particular, subject to certain exceptions, this announcement should not be distributed, forwarded or transmitted in or into the United States.

This announcement does not constitute an offer or invitation to the public to subscribe for or purchase securities but is being issued for the purposes of the Shareholders approving the Resolution.

Notice to Overseas Shareholders

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to certain very limited exceptions, this announcement will not be distributed in or into the United States, and this announcement does not constitute a public offer of securities under the applicable securities laws of any jurisdiction.

The Company's Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States. The Company's Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an applicable 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 state or other jurisdiction of the United States. There will be no public offer of the Company's Ordinary Shares in the United States and this announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for the Company's Ordinary Shares in the United States.

The Company's Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Transaction or the Company's Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.

These forward-looking statements, and other statements contained in this announcement regarding matters that are not historical facts, involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or by law (as applicable).

General

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the FCA in the United Kingdom, and is acting exclusively for the Company and no-one else in connection with the Transaction. Peel Hunt will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Peel Hunt nor any of its affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, in whatever form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

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