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
FOR IMMEDIATE RELEASE
24 August 2021
VECTURA GROUP PLC (''Vectura'')
Statement regarding the adjournment of the Court Meeting and the Vectura General Meeting
On 8 August 2021, Philip Morris International Inc. and PMI Global Services Inc. (together ''PMI'') announced an increased offer for Vectura of 165 pence per Vectura share (the ''PMI Offer''). PMI also announced on 9 August 2021 that the PMI Offer would be implemented by way of a Takeover Offer, rather than by way of the PMI Scheme (the "Switch").
The PMI Offer was deemed as PMI's final offer for Vectura at 5.00pm on 12 August 2021 (the ''Final PMI Offer''), under the Takeover Panel's auction rules announced on 9 August 2021.
On 16 August 2021, the Offer Document containing the Vectura Board's recommendation of the Final PMI Offer was published and posted to shareholders together with the Form of Acceptance.
The Vectura Board confirms that, as a result of the Switch, the Court Meeting and Vectura General Meeting convened in respect of the PMI Scheme were adjourned earlier today, in each case to a date and time to be determined by the directors of Vectura.
Further announcements will be made as and when appropriate.
Enquiries:
| Vectura | Tel: +44 (0) 20 7881 0524 |
| Will Downie (Chief Executive Officer) | |
| Paul Fry (Chief Financial Officer) | |
| J.P. Morgan Cazenove, as Joint Financial Adviser and Joint Corporate Broker to Vectura | Tel: +44 (0)20 7742 4000 |
| James Mitford | |
| Celia Murray | |
| Alex Bruce | |
| Hemant Kapoor | |
| Rothschild & Co, as Joint Financial Adviser to Vectura | Tel: +44 (0)20 7280 5000 |
| Julian Hudson | |
| Vincent Meziere | |
| Toby Wright | |
| Numis, Joint Corporate Broker to Vectura | Tel: +44 (0)20 7260 1000 |
| James Black | |
| FTI Consulting, PR Adviser to Vectura
Ben Atwell | +44 (0)20 3727 1000 Email: SCvectura@fticonsulting.com |
| John Waples
Simon Conway | |
| Public Enquiries
David Ginivan |
Tel: +44 (0)7471 352 720 |
| Analyst/Investor Enquiries
Olivia Manser | Email: ir@Vectura.com
Tel: +44 (0) 7947 758 259 |
Clifford Chance LLP is acting as legal adviser to Vectura.
Capitalised terms in this announcement shall, unless otherwise defined in this announcement, have the same meanings as given to them in the Offer Document dated 16 August 2021.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.
Important notice
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulatory Authority (''PRA'') and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (''FCA''). J.P. Morgan Cazenove is acting as financial adviser and corporate broker exclusively for Vectura and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Vectura and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Vectura and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Vectura's website at https://www.vectura.com by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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