SkyePharma : Completion of Capital Raising and Admission

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR NEW ZEALAND (THE "EXCLUDED TERRITORIES") AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS RULES AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SKYEPHARMA PLC IN CONNECTION WITH THE FIRM PLACING AND PLACING AND OPEN OFFER.

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Skyepharma PLC in any jurisdiction in which any such offer or solicitation would be unlawful.

The announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notice' section.

29 April 2014

Skyepharma PLC
(the "Company ")

Completion of Capital Raising and Admission of New Shares

Following the passing of all resolutions at the General Meeting and the Bondholder Meeting, as previously announced, all the conditions relating to the Capital Raising of £112 million are now satisfied for Admission of the Group's 58,684,614 New Ordinary Shares at or shortly after 8.00 a.m. today.

Skyepharma (Jersey) Limited has given notice that it intends to accept for purchase in full all valid tenders of its £60,822,124 6.5 per cent. Guaranteed Bonds due 2024 (the "Bonds") representing approximately 99.67% of the outstanding Bonds, subject to certain conditions. In addition, it is expected that Skyepharma (Jersey) Limited will give notice on 30 April 2014 to redeem the remaining Bonds following such repurchase. Accordingly, the Bonds are expected to be redeemed in full on or around 2 May 2014.

Following Admission, the number of ordinary shares that the Company will have in issue will be 104,812,259. The total number of voting rights of the Company will be 104,812,259. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

Terms defined in the Prospectus have the same meaning in this announcement.

Peter Grant, Chief Executive Officer of Skyepharma, said:

"Completing the fund-raising and clearing the bond debt gives us a much more financially robust platform on which to build momentum.  With growing revenues from seven products which have been launched in key markets in the past two years, we are now well-placed to deliver real value to partners, investors and patients."

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IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus published by the Company in connection with the Firm Placing and Placing and Open Offer. Copies of the Prospectus are available from the Company's registered office at 46-48 Grosvenor Gardens, London SW1W 0EB. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

This announcement, and the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any Excluded Territory or any other locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Hong Kong, Japan or New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Japan or New Zealand. There will be no public offer of the ordinary shares in Australia, Canada, Hong Kong, Japan or New Zealand.

This announcement is not an offer of securities for sale, or a solicitation of an offer to buy securities, in the United States or in any other jurisdiction where such offer or solicitation would not be permitted. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act "), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Excluded Territory and the New Ordinary Shares may not be offered, sold, pledged, or otherwise transferred directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not a prospectus or other offering document. There will be no public offering of securities in the United States.