Skyepharma PLC (SKYEF) To Raise £112 Million Through Placing
3/31/2014 9:19:56 AM
31 March 2014 -- The Company has today announced that it proposes a share issue, by way of a Firm Placing and a Placing and Open Offer of 58,684,614 New Ordinary Shares at an issue price of 191 pence per New Ordinary Share, to raise gross proceeds of £112 million (approximately £104 million net of estimated expenses).
The Issue Price of 191 pence per New Ordinary Share represents a 4.3 per cent. discount to the closing price of an Ordinary Share of 199.5 pence on 28 March 2014 (being the latest practicable date prior to the announcement of the Capital Raising).
The Open Offer is an opportunity for Qualifying Shareholders to apply for Open Offer Shares pro rata to their existing holdings at the Issue Price on the basis of 11 Open Offer Shares for every 9 Existing Ordinary Shares held by them at the Record Date.
The majority of the net proceeds of the Firm Placing and Placing and Open Offer will be used for the early repayment and redemption of the Bonds as further described below and the balance will be used for general corporate purposes.
The Directors believe that the removal of the Bond debt from the Group’s balance sheet and the associated reduction of financing costs in the future will provide the Company with more flexibility to execute its business strategy and invest in product development and corporate opportunities. The Directors further believe that the reduction in the portion of debt in the Group’s capital structure will enable investors to assess the Company on conventional valuation metrics and thereby make the Company more attractive to investors generally. The Directors have therefore determined that the Capital Raising, which will allow the Company to effect the Bond Proposals, is in the best interests of the Company and its Shareholders as a whole. The Capital Raising and Bond Proposals are inter-conditional and neither will proceed unless the other is also implemented.
Under the Firm Placing, 2,306,382 New Ordinary Shares have been placed firmly at the Issue Price. The Firm Placed Shares will not be subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer.
The remaining 56,378,232 New Ordinary Shares have been conditionally placed with certain institutional investors, including existing Shareholders, subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer.
The Capital Raising is conditional on, among other things, the passing of Resolution 1 at the General Meeting. If Resolution 1 is passed and the other conditions to the Capital Raising are satisfied, it is expected that dealings in the New Ordinary Shares will commence at or shortly after 8.00 a.m. on 29 April 2014.
The Group today also announced its Final Results for the 12 months ended 31 December 2013.
Peter Grant, Chief Executive Officer at Skyepharma, said:
“Today we are announcing both further progress with our financial and operating results for 2013 and a Capital Raise which will transform the Group’s balance sheet and enable us to invest in new products and corporate opportunities to drive future growth. We go into 2014 with growing momentum from recent product launches and approvals, including the continued roll out of flutiform® in Europe, Japan and other major markets; major revenue and milestone potential from Pacira’s highly successful EXPAREL®; and royalty potential from newly-launched GSK respiratory products which contain Skyepharma’s technology.
“The Transaction announced today will significantly reduce our debt and enhance future earnings, enabling us to focus on delivering our strategy of maximising revenues from approved and pipeline products and strengthen our pipeline by developing new Oral and Inhalation products and technologies. The opportunities for such developments may arise from our own work, from collaborations with partners and from targeted in-licensing or acquisition."
This summary should be read in conjunction with, and is subject to, the full text of this announcement as well as the Prospectus relating to the Capital Raising which will be sent to Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with a registered address in any of the Excluded Territories) and will also be made available on the Company's website www.skyepharma.com later today, except that the Prospectus will not be available, subject to certain exceptions, (whether through the website or otherwise) to Qualifying Shareholders with a registered address in any Excluded Territories. Further details are set out in the Prospectus. A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.dohttp://www.morningstar.co.uk/uk/NSM.
For further information please contact:
Peter Grant, Chief Executive Officer +44 207 881 0524
Andrew Derodra, Chief Financial Officer
Shaun Dobson/ Gillian Martin/ Jen Boorer +44 207 496 3000
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