RNS Number:9090F
Powderject Pharmaceuticals PLC
08 January 2003
For Immediate Release 8 January 2003
PowderJect Pharmaceuticals Plc: Authority to Purchase Own Shares
PowderJect Pharmaceuticals plc ("PowderJect" or the "Company") announces today
that the Board has resolved to convene an Extraordinary General Meeting ("EGM")
to approve a resolution to provide the Company with the authority to purchase
its own shares. This authority will be limited to the purchase of up to 10 per
cent of the Company's issued share capital as at 7 January 2003. The Company
intends to use this authority only when it considers it to be in the best
interests of Shareholders. The circular explaining the proposal and notice of
EGM will be posted to Shareholders today (the text of the letter to Shareholders
is included below).
A copy of the circular will be submitted to the UK Listing Authority and will be
available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at The Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
The Company's EGM will be held at The Grove Auditorium, Magdalen College, Oxford
OX1 4AU on 31 January 2003 at 10:00am.
Enquiries:
PowderJect 01865 332600
Dr Paul Drayson, Chairman and Chief Executive
Rob Budge, Director Corporate Communications
Buchanan Communications 020 7466 5000
Tim Anderson
Letter from the Chairman of PowderJect Pharmaceuticals plc
8 January 2003
Dear Shareholder
Introduction
The Board considers that it would be in the interests of Shareholders if the
Company had the ability, under certain circumstances, to purchase its own Shares
on the open market.
Shareholders are therefore being invited under the Resolution set out in the
notice of Extraordinary General Meeting to grant this authority to the Company.
The purpose of this document is to provide Shareholders with details of the
Proposal and to recommend that Shareholders vote in favour of the Resolution.
The Proposal
The consent of Shareholders is being sought to provide the Company with the
authority to purchase its own Shares, such authority being limited to the
purchase of up to 10 per cent of the Company's issued Shares as at 7 January
2003. In accordance with the Listing Rules, the maximum price payable for the
purchase by the Company of its Shares will be limited to 5 per cent above the
average of the middle market quotations of the Shares, as derived from the Daily
Official List of the London Stock Exchange, for the five business days prior to
the purchase. The minimum price payable by the Company will be 10p per Share
(equal to the nominal value of a Share).
The Company is now profitable and has a positive operating cash flow. The Board
regularly reviews a range of investment opportunities and wishes to be able to
include the possibility of buying Shares at an attractive price as a further
alternative to create overall Shareholder value.
The authority to purchase Shares will only be exercised after careful
consideration by the Board and only if the purchase could be expected to result
in an increase in earnings per Share and is in the best interests of
Shareholders generally at the time.
In considering whether or not to purchase Shares, the Board will also take into
account the prevailing market conditions at the time, the effect on the
Company's gearing, the investment needs of the Company, its opportunities for
expansion and its overall financial position.
Any such purchase of Shares will be made on the market (i.e. on the London Stock
Exchange in the normal way) and will be paid for out of the Company's
distributable profits. Shares purchased will be cancelled. The Company will be
liable to pay stamp duty at a rate of 0.5 per cent of the price of any Shares
purchased.
Details of any Shares purchased pursuant to the Proposal will be notified to the
London Stock Exchange by 7:30am on the business day following the purchase and
to the Registrar of Companies within 28 days. Details will also be included in
the Company's Annual Report in respect of the financial period in which any such
purchases take place.
Outstanding Options
Options to subscribe for up to 8,740,984 Shares have been granted and are
outstanding as at 7 January 2003, representing 9.56 per cent of the issued
Shares at that date. If the Directors were to exercise in full the power to make
market purchases for which they are seeking authority, the options outstanding
as at 7 January 2003 would represent 10.63 per cent of the issued Shares
following such exercise. There are no warrants in issue.
Extraordinary General Meeting
A notice convening an Extraordinary General Meeting of PowderJect to be held at
The Grove Auditorium, Magdalen College, Oxford OX1 4AU on 31 January 2003 at 10:
00am, at which the Resolution will be proposed, is set out at the end of this
document.
Action to be taken
You will find enclosed with this document a Form of Proxy for use at the EGM.
Whether or not you propose to attend the EGM in person, you are requested to
complete the Form of Proxy in accordance with the instructions printed on it and
return it as soon as possible and in any event so as to arrive no later than 10:
00am on 29 January 2003, to Lloyds TSB Registrars, The Causeway, Worthing, West
Sussex, BN99 6ZL. Completion and return of the Form of Proxy will not prevent
you from attending the EGM and voting in person should you wish to do so.
Recommendation
The Directors consider the Proposal is in the best interests of Shareholders as
a whole and accordingly unanimously recommend that you vote in favour of the
Resolution, as the Directors intend to do in respect of their own beneficial
holdings of Shares which amount to 10,899,404 Shares, representing approximately
11.92 per cent of the issued Shares.
Yours faithfully
Paul Drayson
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
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