Source - LSE Regulatory
RNS Number : 7504G
Vectura Group plc
28 July 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 28 July 2021

Recommended Cash Acquisition

of

Vectura Group plc ("Vectura")

by

PMI Global Services Inc. ("PMI Bidder")

a wholly owned direct subsidiary of Philip Morris International Inc. ("PMI")

to be implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Publication of Scheme Document

On 9 July 2021, the boards of Vectura, PMI Bidder and PMI announced that they had agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Vectura (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the "Scheme Document").

Publication of Scheme Document

Vectura and PMI Bidder announce that the Scheme Document, together with the associated Forms of Proxy, are today being sent, or made available, to Vectura Shareholders and, for information purposes only, to persons with information rights and participants in the Vectura Share Plans. The Scheme Document contains, among other things, a letter from the Chair of Vectura, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and Conditions of the Scheme and the Acquisition, notices convening the Court Meeting and the Vectura General Meeting, an expected timetable of principal events and details of the actions to be taken by Vectura Shareholders.

The Scheme Document will be made available on Vectura's website at www.vectura.com and PMI's website at www.PMI.com. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document.

You may request a hard copy of the Scheme Document (and any information incorporated into it by reference to another source) by contacting the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding UK public holidays) on (0) 370 707 1387 from within the UK (or on +44 (0) 370 707 1387 if calling from outside the UK) with an address to which the hard copy may be sent. Calls may be recorded and randomly monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you have previously notified Computershare that you wish to receive all documents in electronic format, a hard copy of the Scheme Document (and any information incorporated into it by reference to another source) will not be sent to you unless a hard copy is requested in accordance with the procedure set out above.

Notices of the Court Meeting and Vectura General Meeting

As described in the Scheme Document, to become Effective the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders present and voting (either in person, remotely via a virtual meeting platform provided by Lumi (the "Virtual Meeting Platform") or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, the passing of the Scheme Resolution at the Vectura General Meeting and the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the Vectura General Meeting, which will be held at the office of  JP Morgan Cazenove at 60 Victoria Embankment, London EC4Y 0JP and through the electronic facilities that are being made available via the Virtual Meeting Platform on 24 August 2021, are set out in the Scheme Document. The Court Meeting will commence at 12.00 noon and the Vectura General Meeting at 12.15 p.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned). Due to the ongoing COVID-19 situation, Scheme Shareholders and Vectura Shareholders are encouraged to participate in the meetings remotely using the Virtual Meeting Platform and to appoint the Chair of the relevant meeting as their proxy. The Chair of the relevant meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or Vectura Shareholder.

Guidance on remotely accessing and participating in the Vectura Shareholder Meetings via the Virtual Meeting Platform is available in the Scheme Document and on Vectura's website at https://www.vectura.com. Scheme Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Court Meeting via the Virtual Meeting Platform. Vectura Shareholders will be given the opportunity to submit questions at the Vectura General Meeting remotely via the Virtual Meeting Platform. Please note that this will not constitute attendance at the Vectura General Meeting. Vectura Shareholders will not be able to vote at the Vectura General Meeting via the Virtual Meeting Platform and are encouraged to appoint the Chair as proxy. Vectura Shareholders and Scheme Shareholders may also submit questions to be considered at the relevant Vectura Shareholder Meeting at any time up to 48 hours (excluding any part of the day which is not a working day) before the relevant Vectura Shareholder Meeting by emailing ir@vectura.com.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore urged to complete and return your Forms of Proxy, make an electronic appointment of a proxy or submit a proxy vote via CREST as soon as possible.

The Vectura Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Vectura Directors, J.P. Morgan Cazenove and Rothschild & Co have taken into account the commercial assessments of the Vectura Directors. Rothschild & Co is providing independent financial advice to the Vectura Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Vectura Directors unanimously recommend that Vectura Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Vectura General Meeting. As announced in the the Press Announcement, the Vectura Directors have withdrawn their recommendation of the Carlyle Offer and adjourned the Carlyle Offer Shareholder Meetings sine die on 12 July 2021.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

If you have any queries, please call the Shareholder Helpline between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding UK public holidays) on (0) 370 707 1387 from within the UK (or on +44 (0) 370 707 1387 if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. Subject to obtaining the approval of Scheme Shareholders at the Court Meeting and Vectura Shareholders at the Vectura General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out in Part A of Part 3 of the Scheme Document), the Scheme is expected to become Effective in the second half of 2021.

If the Scheme is approved as outlined above, it is expected that trading of Vectura Shares on the London Stock Exchange's main market for listed securities will be suspended from 7:30 a.m. on the Effective Date. Prior to the Effective Date, it is intended that an application will be made to the FCA for the listing of the Vectura Shares to be cancelled and for the Vectura Shares to cease to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

The dates given are based on Vectura's and PMI Bidder's current expectations and may be subject to change. If any of the key dates set out in the timetable change, Vectura will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will be made available on Vectura's website at https://www.vectura.com.  All Vectura Shareholders have the right to attend the Court Hearing.

Enquiries:

PMI Bidder

 

Investor Relations

Tel: +41 (0)58 242 4666 (Lausanne)

 

Tel: +1 (917) 663 2233 (New York)

Global Communications

Tel: +41 (0)58 242 4500

David Fraser (International press enquiries)

 

Corey Henry (US press enquiries)

 

BofA Securities, as Financial Adviser to PMI Bidder

Tel: +44 (0)20 7628 1000

Christina Dix

 

Geoff Iles

 

James Machin

 

Jack Williams

 

Sanctuary Counsel, PR Adviser to PMI

Tel: +44 (0)20 8194 3180

Ben Ullman

 

Robert Morgan

 

Foxcroft Consulting, PR Adviser to PMI

Tel: +1 212 300 4929

Hilary Lefebvre

 

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

Simon Conway

 

Public Enquiries

 

David Ginivan

Tel: +44 (0)7471 352 720

Analyst/Investor Enquiries

Email: ir@vectura.com

Olivia Manser

Tel: +44 (0) 7947 758 259

Clifford Chance LLP is acting as legal adviser to Vectura. DLA Piper UK LLP is acting as legal adviser to to PMI and PMI Bidder.

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 Acquisition 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.

The Acquisition is made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and Conditions of the Scheme, including details of how to vote in respect of the Acquisition. Vectura urges Vectura Shareholders to read the Scheme Document carefully because it contains important information in relation to the Acquisition. Any decision in respect of, or other response to, the Acquisition by Vectura Shareholders should be made only on the basis of the information contained in the Scheme Document.

Important notice

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority ("FCA") and the Prudential Regulation Authority ("PRA") in the United Kingdom, is acting exclusively for PMI in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than PMI for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

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 PRA and regulated in the United Kingdom by the PRA and the 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.

Overseas shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by PMI Bidder or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Vectura Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom and to schemes of arrangement under the laws of England and Wales which differ from the disclosure and other requirements of the United States tender offer and proxy solicitation rules. Neither the SEC, nor any securities commission of any states of the United States, has approve the Acquisition, passed upon the fairness of the Acquistion or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

However, if PMI Bidder were to elect (with the consent of the Panel) to implement the Acquisition by means of a takeover offer, such takeover offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by PMI Bidder and no one else.

In the event that the Acquisition is implemented by way of a takeover offer, in accordance with normal United Kingdom practice, PMI Bidder or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Vectura outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Each Vectura Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Vectura included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Vectura is organised under the laws of a country other than the United States. Some or all of the officers and directors of Vectura are residents of countries other than the United States. In addition, most of the assets of Vectura are located outside the United States. As a result, it may be difficult for US shareholders of Vectura to effect service of process within the United States upon Vectura or its officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Vectura, any member of the Vectura Group, PMI Bidder or any member of the PMI Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which PMI Bidder or any member of the PMI Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to Vectura, any member of the Vectura Group, PMI Bidder or any member of the PMI Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of PMI Bidder's, any member of the PMI Group or Vectura's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on PMI Bidder's, any member of the PMI Group or Vectura's respective businesses.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Vectura, any member of the Vectura Group, PMI Bidder or any member of the PMI Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Vectura Group, there may be additional changes to the Vectura Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the PMI Group or Vectura Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Vectura, the Vectura Group, the PMI Group and PMI Bidder expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for PMI Bidder or Vectura, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for PMI Bidder or Vectura, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Vectura Shareholders, persons with information rights and participants in the Vectura Share Plans and other relevant persons for the receipt of communications from Vectura may be provided to PMI Bidder during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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  and PMI's website at https://www.PMI.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.

Requesting hard copy documents

You may request a hard copy of this announcement by contacting Vectura's registrar, Computershare Investor Services Plc, on (0) 370 707 1387 (or from outside of the UK, on +44 (0)370 707 1387) between 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding UK public holidays) or by submitting a request in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in this announcement to times are to times in London (unless otherwise stated).

All times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Vectura will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Vectura Shareholders and persons with information rights.

Event

Time/date

 

Latest time for lodging Forms of Proxy for the:

 

 

Court Meeting (pink Form of Proxy)

12.00 noon on 20 August 2021 (1)

 

Vectura General Meeting (yellow Form of Proxy)

12.15 p.m. on 20 August 2021 (2)

 

Voting Record Time:

6:30 p.m. on 20 August 2021 (3)

 

Court Meeting

12.00 noon on 24 August 2021

 

Vectura General Meeting

12.15 p.m. on 24 August 2021 (4)

 

Certain of the following dates are subject to change (please see the note above):

 

 

Court Hearing to sanction the Scheme

A date expected to fall in the
second half of 2021 and within 14 days of the satisfaction of the Regulatory Conditions ("D")

 

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Vectura Shares

D

 

Scheme Record Time

6.30 p.m. on D

 

Suspension of trading in Vectura Shares

around 7.30 a.m. on D+1

 

Effective Date of the Scheme

D+1

 

Delisting of Vectura Shares

By 8.00 a.m. on D+2

 

Latest date for despatch of cheques in respect of, and for CREST settlement of Cash Consideration through CREST

Within 14 days of the Effective Date

 

Long Stop Date

11.59 p.m. London time on 31 December 2021(5)

 

The Court Meeting and the Vectura General Meeting will each be held at the office of JP Morgan Cazenove at 60 Victoria Embankment, London EC4Y 0JP.

 

 

(1)                   It is requested that pink Forms of Proxy for the Court Meeting be lodged before 12.00 noon on 20 August 2021 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. However, pink Forms of Proxy not so lodged may be emailed to externalproxyqueries@computershare.co.uk at any time on (but not before) the day of the Court Meeting, up to thirty minutes before the start of the Court Meeting or handed to the Chair of the Court Meeting (or Vectura's registrars on behalf of the Chair) prior to the start of the Court Meeting.

(2)                   Yellow Forms of Proxy for the Vectura General Meeting must be lodged before 12.15 p.m. on 20 August 2021 in order to be valid or, if the Vectura General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting.

(3)                   If either of the Vectura Shareholder Meetings is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the date two Business Days before the date which is set for the adjourned meeting.

(4)                   Or as soon thereafter as the Court Meeting has been concluded or adjourned.

(5)                   This date may be extended to such date as Vectura and PMI Bidder may agree in writing (if applicable, with the Panel's consent and/or the Court's approval).

 

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