TIDMCIR
RNS Number : 9947J
Circassia Pharmaceuticals Plc
10 December 2018
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 SUCH
JURISDICTION
CIRCASSIA PHARMACEUTICALS PLC
Proposed cancellation of Ordinary Shares from the Official List,
Admission to trading on AIM and Notice of General Meeting
Oxford, UK - 10 December 2018: Circassia Pharmaceuticals plc
("Circassia" or "the Company") (LSE: CIR), a specialty
pharmaceutical company focused on respiratory disease, today
announces that further to the statement in its interim results on
27 September 2018, the Board is proposing to cancel the admission
of the Ordinary Shares from the Official List and to trading on the
London Stock Exchange's Main Market for listed securities (the
"Delisting") and to apply for the admission of the Ordinary Shares
to trading on AIM (the "Admission") (together the "Transaction").
This proposal follows Circassia's commitment to the FCA to seek
shareholder approval for Admission to AIM if the free float in the
Company's shares, which excludes shareholdings of more than 5 per
cent. and those of Directors, does not reach the required minimum
level of 25 per cent.
The Listing Rules require that, if a company wishes to cancel
its listing on the Official List, it must seek the approval of not
less than 75 per cent. of its shareholders in a general meeting
voting in person or by proxy. Accordingly, a Resolution is being
proposed as a special resolution at the General Meeting to
authorise the Board to cancel the listing of the Company's Ordinary
Shares on the Official List and to remove such Company's Ordinary
Shares from trading on the Main Market and to apply for admission
of the Company's Ordinary Shares to trading on AIM. A circular to
Shareholders (the "Circular") is expected to be posted later today
containing details of the proposed Delisting and Admission.
The Circular contains a notice convening a General Meeting of
Shareholders to be held at the offices of Circassia Pharmaceuticals
plc, Northbrook House, Robert Robinson Avenue, The Oxford Science
Park, Oxford, Oxfordshire, OX4 4GA, United Kingdom at 12.00 midday
on 4 January 2019 at which the Resolution will be proposed as a
special resolution to approve the Delisting and Admission.
Conditional on, amongst other things, the Resolution being
passed at a General Meeting, it is expected that the Company's
Ordinary Shares will be admitted to trading on AIM on or around
8.00 a.m. on 4 February 2019.
The Circular will be made available shortly on the Company's
website at https://www.circassia.com/investors/ and will be
submitted to the National Storage Mechanism where it will shortly
be available to view at www.morningstar.co.uk/uk/nsm.
Unless otherwise stated, capitalised terms in this announcement
have the same meaning as in the Circular.
Enquiries
Circassia
Steve Harris, Chief Executive Officer Tel: +44 (0) 1865 405 560
Julien Cotta, Chief Financial Officer
Rob Budge, Corporate Communications
Peel Hunt
James Steel / Dr. Christopher Golden Tel: +44 (0) 20 7418 8900
Numis Securities
James Black / Freddie Barnfield Tel: +44 (0) 20 7260 1000
FTI Consulting
Simon Conway / Mo Noonan Tel: +44 (0) 20 3727 1000
About Circassia
Circassia is a world-class specialty pharmaceutical business
focused on respiratory disease. Circassia sells its novel,
market-leading NIOX(R) 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(R) and has
the commercial rights to NDA-stage COPD product Duaklir(R). For
more information please visit www.circassia.com.
Expected timetable of principal events
Each of the times and dates in the table below is indicative
only and may be subject to change (1) (2)
Announcement of the proposed Delisting 10 December 2018
and Admission
Publication and posting of the Circular 10 December 2018
and the Forms of Proxy
Latest time and date for receipt of Forms 12.00 midday on 2 January
of Proxy, CREST Proxy Instructions and 2019
registration of online votes from Shareholders
for the General Meeting
Record date for voting at the General 6.30 p.m. on 2 January
Meeting 2019
General Meeting 12.00 midday on 4 January
2019
Publication of Schedule One announcement 7 January 2019
Last day of dealings in the Company's 1 February 2019
Ordinary Shares on the Main Market
Cancellation of listing of the Company's 8.00 a.m. on 4 February
Ordinary Shares on the Official List 2019
Admission and commencement of dealings 8.00 a.m. on 4 February
in the Company's Ordinary Shares on AIM 2019
(1) The times and dates set out in the expected timetable of
principal events above and mentioned throughout the Circular are
indicative only and are subject to change. If any of the above
times and/or dates change, the revised times and/or dates will be
notified to Shareholders via a Regulatory Information Service and
will be available on www.circassia.com.
(2) References to times in this document are to London time unless stated otherwise.
(3) References to cancellation and Admission are conditional on,
inter alia, the passing of the Resolution at the General
Meeting.
(4) The ISIN code for the Ordinary Shares will remain GB00BJVD3B28.
Background to and reasons for the Delisting and Admission
On 27 June 2018, the Company published a circular in relation to
a proposed related party transaction with AstraZeneca, which
included certain information relating to the Company's free float
status and noted that:
-- The FCA requires listed issuers to maintain at least 25 per
cent. free float in their listed shares. Certain shareholdings do
not count towards the free float. These include shareholdings of
over 5 per cent. of an issuer's listed shares and those held by the
issuer's directors.
-- At the time of publication of its earlier prospectus
announcing its collaboration with and the issue of shares to
AstraZeneca, on 17 March 2017, the Company obtained a derogation
from the FCA in respect of the free float requirements under the
Listing Rules for a period of 12 months.
-- During the period between March 2017 and May 2018, the
Company had been in dialogue with the FCA to discuss various ways
in which its free float could be increased.
-- As at 31 May 2018, in so far as the Company was aware by
virtue of the notifications made pursuant to the Companies Act
and/or Chapter 5 of the Disclosure Guidance and Transparency Rules,
the free float of the Ordinary Shares, as defined by the Listing
Rules, stood at approximately 11.3 per cent.
-- The Company undertook to the FCA that should the Company's
efforts to increase its free float over the six month period from
27 June 2018 prove unsuccessful, and the Company was unable to
comply with Listing Rule 6.14 and Listing Rule 9.2.15 by the date
of six months from 27 June 2018, the Company intended to seek
shareholder consent to move from the Premium List of the Main
Market to AIM.
The free float of the Company since 27 June 2018 has not
increased so as to comply with the FCA's requirements. In
accordance with the undertakings given to the FCA, the Company is
therefore seeking shareholder consent to move from the Premium List
of the Main Market to AIM.
As noted above and in the circular published by the Company in
June 2018, the FCA requires listed issuers to maintain at least 25
per cent. free float in their listed shares. Per Listing Rule
5.2.1R the FCA may cancel the listing of securities if it is
satisfied that there are special circumstances that precludes
normal dealings in them. Listing Rule 5.2.2 sets out examples of
when the FCA may cancel the listing of securities, which per
Listing Rule 5.2.2(2) includes situations where it appears to the
FCA that the issuer no longer satisfies its continuing obligations
of listing, for example if the percentage of shares in public hands
falls below 25 per cent.
Given the requirement to maintain a free float of 25 per cent.
on the Main Market, if the Delisting and Admission do not occur, it
is possible that the FCA will cancel the Company's listing on the
premium segment of the Official List. If the Company's listing on
the Official List is cancelled, and the Company's shares are not
admitted to an alternative trading venue, there will no longer be
an exchange on which the Company's shares can be readily
traded.
In light of the above, the Directors believe that the Delisting
and Admission are in the best interests of Shareholders and that it
is very important that Shareholders vote in favour of the
Resolution so that the Delisting and Admission can be
implemented.
Potential benefits of the Delisting and Admission
AIM is operated by the London Stock Exchange. It has an
established reputation with investors and is an internationally
recognised market. It was launched in 1995 as the London Stock
Exchange's market specifically designed for smaller companies, with
a more flexible regulatory regime. Since its establishment more
than 3,600 companies have been admitted to AIM, raising more than
GBP98 billion in new and further capital fundraisings.
In addition to the Company's commitment to the FCA regarding its
free float outlined above, the Board believes that a move to AIM
will provide additional potential benefits as it believes it is a
market and environment more suited to the Company's current size
and strategy.
The Company's strategy is to build a high growth, profitable
specialty pharmaceutical business. To implement this strategy, the
Company has established a commercial platform, which it uses to
commercialise its current portfolio of respiratory products, and it
is seeking additional products to leverage these capabilities
through in-licensing, partnering and/or acquisition. The Board
believes that Admission to AIM will provide an environment more
suited to pursue this strategy, which can assist the Company in
developing its business through organic growth and through more
efficient transaction activity to bring additional products into
the Company's portfolio. The Company's administrative and
regulatory requirements will be simplified following Admission,
which the Board believes will enable the Company to execute
strategic transactions more efficiently.
In particular, the Board believes Admission to AIM has the
benefit that transactions can involve lower transactional costs and
more rapid execution, enabling more efficient implementation of the
Company's strategy. The Board believes that a transfer to AIM will
offer greater flexibility to execute larger corporate transactions
compared with the regulatory requirements of companies with shares
listed on the premium segment of the Official List such as the
Company at present. The Board believes that this has the potential
to be beneficial to the Company, and therefore to Shareholders.
Additionally, the Board believes that following Admission to AIM
the Company will continue to be attractive to specialist
institutional investors, and that the AIM tax regime, referred to
below, may make the Company attractive to AIM specific funds and
certain retail investors.
Details of the Delisting and Admission
In order to effect the Delisting and Admission, the Company will
require, amongst other things, that the Resolution is passed by
Shareholders at the General Meeting. The Resolution will authorise
the Board to cancel the listing of the Company's Ordinary Shares on
the Official List, remove the Company's Ordinary Shares from
trading on the Main Market and to apply for admission of the
Company's Ordinary Shares to trading on AIM.
Conditional on the Resolution having been approved by
Shareholders at the General Meeting, the Company will apply to
cancel the listing of the Company's Ordinary Shares on the Official
List and to trading on the Main Market and give 20 Business Days'
notice to the London Stock Exchange of its intention to seek
admission to trading on AIM under AIM's streamlined process for
companies that have had their securities traded on an AIM
Designated Market (which includes the Official List).
It is anticipated that:
(a) the last day of dealings in the Company's Ordinary Shares on
the Main Market will be 1 February 2019;
(b) cancellation of the listing of Company's Ordinary Shares on
the Official List will take effect at 8.00 a.m. on 4 February 2019,
being not less than 20 Business Days from the date of the General
Meeting; and
(c) Admission will take place, and dealings in the Company's
Ordinary Shares will commence on AIM, at 8.00 a.m. on 4 February
2019.
As the Company's Ordinary Shares have been listed on the premium
segment of the Official List for more than 18 months, the AIM Rules
do not require an admission document to be published by the Company
in connection with the Company's admission to trading on AIM.
However, subject to the passing of the Resolution at the General
Meeting, the Company will, following the General Meeting, publish
an announcement which complies with the requirements of Schedule
One to the AIM Rules comprising information required to be
disclosed by companies transferring their securities from the
Official List, as an AIM Designated Market, to AIM.
Although it is its intention, there is no guarantee that the
Company will be successful in achieving admission of the Company's
Ordinary Shares to trading on AIM.
Shareholders should note that, unless the Resolution is passed
by Shareholders at the General Meeting, the Delisting and Admission
cannot be implemented. In such circumstances the Company will
remain trading on the Main Market and subject to potential
regulatory action by the FCA as described above.
Consequences of the move to AIM
Following Admission, the Company will be subject to the AIM
Rules. Shareholders should note that AIM is self-regulated and that
the protections afforded to investors in AIM companies are less
rigorous than those afforded to investors in companies listed on
the premium segment of the Official List.
Shareholders should further note that the share price of AIM
companies can be highly volatile, which may prevent Shareholders
from being able to sell their Ordinary Shares at or above the price
they paid for them. The market price and the realisable value for
the Ordinary Shares could fluctuate significantly for various
reasons, many of which are outside the Company's control. Further,
there can be no assurance that an active or liquid trading market
for the Ordinary Shares will develop or, if developed, will be
maintained following Admission. In addition, as the Ordinary Shares
will no longer be admitted to the Official List, the Ordinary
Shares may be more difficult to sell compared with the shares of
companies listed on the Official List. Liquidity on AIM is in part
provided by market makers, who are member firms of the London Stock
Exchange and are obliged to quote a share price for each company
for which they make a market between 8.00 a.m. and 4.30 p.m. on
Business Days.
Whilst there are some similarities in the obligations of a
company whose shares are traded on AIM to those of companies whose
shares are listed on the premium segment of the Official List,
there are also significant differences, including those referred to
below:
(a) Under the AIM Rules, prior shareholder approval is only required for:
(i) reverse takeovers, being an acquisition or acquisitions in a
twelve month period which would:
(A) exceed 100 per cent. in various class tests; or
(B) result in a fundamental change in the Company's business, board or voting control; or
(ii) disposals which, when aggregated with any other disposals
over the previous twelve months, would result in a fundamental
change of business (being disposals that exceed 75 per cent. in
various class tests).
(b) Under the Listing Rules, a more extensive range of transactions, including:
(i) class one acquisitions and disposals, being significant
transactions for the purposes of Chapter 10 of the Listing Rules;
and
(ii) related party transactions for the purposes of Chapter 11
of the Listing Rules, are conditional on shareholder approval and
require publication of a detailed circular.
(c) The regime in relation to dealing in own securities and
treasury shares is less onerous under the AIM Rules which contain
restrictions on the timing of dealings and notification
requirements but not requirements as to price, shareholder approval
or tender offers as is the case under Chapter 12 of the Listing
Rules for companies with a listing on the premium segment of the
Official List.
(d) There are no prescribed contents requirements for
shareholder circulars or a requirement for such circulars to be
approved by the FCA as is the case under Chapter 13 of the Listing
Rules for companies with a listing on the premium segment of the
Official List.
(e) There is no requirement under the AIM Rules for a prospectus
or an admission document to be published for further issues of
securities to institutional investors, except when seeking
admission for a new class of securities or as otherwise required by
law.
(f) Unlike the Listing Rules, the AIM Rules do not specify any
required structures or discount limits in relation to further
issues of securities.
(g) Compliance with the UK Corporate Governance Code is not
mandatory for companies whose shares are admitted to trading on
AIM. If Admission occurs, the Company intends to maintain robust
governance standards and will adopt the QCA Corporate Governance
Code. It will review its corporate governance procedures from time
to time having regard to the size, nature and resources of the
Company to ensure such procedures are appropriate.
(h) Institutional investor guidelines (such as those issued by
the Investment Association, the Pensions and Lifetime Savings
Association and the Pre-Emption Group), which provide guidance on
issues such as executive compensation and share-based remuneration,
corporate governance, share capital management and the issue and
allotment of shares on a pre-emptive or non-pre-emptive basis, do
not directly apply to companies whose shares are admitted to
trading on AIM.
(i) Under the Listing Rules, a company listed on the premium
segment of the Official List is required to appoint a 'sponsor' for
the purposes of certain corporate transactions, such as when
undertaking a large transaction or capital raising. The
responsibilities of the sponsor include providing assurance to the
FCA when required that the responsibilities of the listed company
have been met. Under the AIM Rules, a 'nominated adviser' and
broker is required to be engaged by the Company at all times. The
nominated adviser has ongoing responsibilities to both the Company
and the London Stock Exchange. Conditional on Admission, the
Company intends to appoint Peel Hunt as the Company's Nominated
Adviser. In addition, both Peel Hunt and Numis Securities Limited
will continue to act as the Company's joint brokers.
(j) Where the Company has a controlling shareholder (as defined
in the Listing Rules), it will no longer be required to enter into
a relationship agreement with such controlling shareholder and to
comply with the independence provision at all times as is required
under the Listing Rules.
(k) Whilst a company's appropriateness for AIM is, in part,
dependent on it having free float in order that there is a properly
functioning market in the shares, there is no specified requirement
for a minimum number of shares in an AIM company to be held in
public hands, whereas a company listed on the Official List has to
maintain a minimum of 25 per cent. of its issued ordinary share
capital in public hands.
(l) Certain securities laws will no longer apply to the Company
following Admission; for example, the Disclosure and Transparency
Rules (save that Chapter 5 of the same in respect of significant
shareholder notifications and MAR (relating to, inter alia, market
abuse and insider dealing) will continue to apply to the Company)
and certain of the Prospectus Rules. This is because AIM is not a
regulated market for the purposes of the European Union's
directives relating to securities.
(m) Companies with a listing on the premium segment of the
Official List may only cancel their listing with the approval of 75
per cent. of the voted shares and, if the company has a controlling
shareholder, must also secure the approval of a majority of the
voting independent shareholders (other than in limited
circumstances). Under the AIM Rules, an AIM company requires 75 per
cent. shareholder approval in order to cancel admission of its
securities to trading on AIM and in certain limited circumstances,
the London Stock Exchange may agree that shareholder consent is not
required.
(n) Companies whose shares trade on AIM are deemed to be
unlisted for the purposes of certain areas of UK taxation.
Following the Delisting and Admission, individuals who hold
Ordinary Shares may, in certain circumstances, therefore be
eligible for certain tax benefits (though there may be other tax
consequences for shareholders depending on each shareholder's
particular circumstances). Shareholders and prospective investors
should consult their own professional advisers on whether an
investment in an AIM security is suitable for them, or whether a
tax benefit referred to above may be available to them. Following
Admission, the Company will be categorised for these purposes as
unlisted.
(o) The Delisting may have implications for Shareholders holding
shares in a Self-Invested Personal Pension (SIPP). For example,
shares in unlisted companies may not qualify for certain SIPPs
under the terms of that SIPP. Shareholders holding shares in a SIPP
should therefore consult with their SIPP provider immediately.
Following Admission, the Company will be categorised for these
purposes as unlisted.
(p) The requirement under section 439A of the Companies Act 2006
to submit a remuneration policy for a binding vote by shareholders
is only applicable to quoted companies listed on the Main Market. A
company whose shares are traded on AIM is not subject to the same
obligation to submit its remuneration policy to a binding vote of
shareholders. However, the Directors intend to operate the
Company's business in substantially the same manner as at
present.
The comments on the tax implications described above are based
on the Directors' current understanding of tax law and practice,
are not tailored to any individual circumstances and are primarily
directed at individuals who are UK resident and domiciled. Tax
rules can change and the precise tax implications will depend on an
individual's particular circumstances.
Following Admission, Ordinary Shares that are held in
uncertificated form will continue to be held and dealt through
CREST. Share certificates representing those Ordinary Shares held
in certificated form will continue to be valid and no new
certificates will be issued in respect of such Ordinary Shares
following a move to AIM. Accordingly, Shareholders should continue
to be able to trade Ordinary Shares in the usual manner through
their stockbroker or other suitable intermediary.
In addition, the Companies Act, FSMA, certain of the Prospectus
Rules, MAR and the City Code on Takeovers and Mergers will continue
to apply to the Company following Admission, as the Company is a
public limited company incorporated in the UK.
The Board does not envisage that there will be any significant
alteration to the standards of reporting and governance which the
Company currently maintains and the Company will maintain its
Audit, Remuneration and Nomination Committees.
Outlook and current trading
On 27 September 2018, Circassia announced its interim results
for the six months ended 30 June 2018, which included the following
'Summary and Outlook' section:
"During the first half of 2018, Circassia has made rapid
progress implementing its strategy. The Company's revenues and
commercial capabilities continued to grow, its underlying cost base
remained carefully controlled and its loss for the period and cash
outflow were significantly reduced.
During the second half of the year, Circassia intends to build
on this progress. The expansion of its commercial team in China is
progressing well and the Company anticipates completing the
recruitment and launch of its sales team in the coming months. The
Company plans to complete the growth of its UK sales force, and in
the United States the commercial team is accelerating preparations
for the launch of Duaklir(R), and an expanded label for Tudorza(R),
following the FDA's recent acceptance of both applications for
review.
In the coming months, the Company plans to continue the
development of its NIOX VERO(R) upgrade. It also plans to exploit
its broader commercial platform, targeting a larger potential
customer base, and to continue the roll out of its new promotional
campaigns for NIOX(R) and Tudorza(R).
During the remainder of the year, Circassia anticipates ongoing
revenue growth and containment of non-commercial costs. Cash use
fell significantly to under GBP10 million in the first half of 2018
and the Company is well on track to substantially reduce its net
loss and cash outflow for the full year. Consequently, with over
GBP50 million of cash on the balance sheet at the end of the first
half of the year, Circassia remains well-resourced to pursue its
commercial strategy.
In the last two years Circassia has come a long way. It has
largely completed its transformation from an R&D-focused
organisation into a strong commercial business with a unique
commercialisation platform and compelling respiratory products. As
a result, Circassia is coming ever closer to achieving its ambition
of becoming a self-sustaining specialty pharmaceutical business, as
it continues its trajectory to profitability."
Corporate governance
The Board has considered the corporate governance and procedures
that would be appropriate for the Company following Admission,
taking into account the Company's size and structure. Following
Admission, the Board proposes to comply with the QCA Corporate
Governance Code. Save as described below, the Company does not
currently envisage making any changes to its Board composition or
to the constitution and membership of its Audit, Nomination and
Remuneration Committees as a consequence of the transfer to
AIM.
With effect from Admission, Lota Zoth and Dr. Heribert
Staudinger will retire as directors of the Company. Lota Zoth
currently serves as chair of the Company's Remuneration Committee
and is a member of its Audit and Risk Committee. Dr. Heribert
Staudinger is currently a member of the Company's Nomination
Committee.
With effect from Admission and Lota Zoth's and Dr. Heribert
Staudinger's resignations, the Company's committees will be
composed as follows:
(a) Audit and Risk Committee: Jo Le Couilliard (chair) and Sharon Curran.
(b) Remuneration Committee: Sharon Curran (chair) and Jo Le Couilliard.
(c) Nomination Committee: Dr Francesco Granata (chair) and Jo Le Couilliard.
General Meeting and Resolution
The implementation of the Transaction is conditional upon, among
other things, the Shareholders' approval of the Resolution being
obtained at the General Meeting. At the General Meeting, the
Resolution will be proposed to approve the Delisting and Admission.
A summary of the Resolution is set out below. The full text of the
Resolution is included in the Notice of General Meeting, which is
set out in Part 4 (Notice of General Meeting) of the Circular.
The Resolution is to be proposed as a special resolution, to
authorise the Directors to cancel the listing of the Company's
Ordinary Shares on the Official List and to remove the Company's
Ordinary Shares from trading on the London Stock Exchange's Main
Market and to apply for admission of the Company's Ordinary Shares
to trading on AIM.
The Resolution must be approved by Shareholders who in aggregate
represent 75 per cent. or more of the Shareholders present and
voting, whether in person or by proxy, at the General Meeting.
Recommendation and voting intentions
The Board believes the Transaction and the Resolution to be in
the best interests of Circassia and the Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting, as they intend to do in respect of their own beneficial
holdings amounting, in aggregate, to 7,218,971 Ordinary Shares,
representing approximately 2.0 per cent. of the issued capital of
the Company as at 7 December 2018, being the Latest Practicable
Date.
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 additi#on, 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBDBDDXUBBGIG
(END) Dow Jones Newswires
December 10, 2018 07:59 ET (12:59 GMT)
Circassia (LSE:CIR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Circassia (LSE:CIR)
Historical Stock Chart
From Apr 2023 to Apr 2024