SkyePharma : Result of General Meeting and Directors Holdings

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.

25 April 2014

Skyepharma PLC

(the "Company ")

Result of General Meeting and

Directors Holdings

On 31 March 2014, the Company announced a capital raising, by way of a Firm Placing and a Placing and Open Offer of 58,684,614 New Ordinary Shares ("Capital Raising ") at an issue price of 191 pence per New Ordinary Share ("Issue Price "), to raise gross proceeds of approximately £112 million. The Firm Placing and Placing and Open Offer was subject to approval by Shareholders of Resolution 1 set out in the Notice of General Meeting contained in the prospectus published on 31 March 2014 (the "Prospectus ").

The Company is pleased to announce that at the General Meeting held today all resolutions proposed were duly passed on a show of hands.

Details of the proxies from Shareholders in respect of each resolution are set out below:

In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the resolutions will be submitted to the UK Listing Authority and will shortly be available for inspection at the FCA's document viewing facility: http://www.morningstar.co.uk/uk/NSM.

The Capital Raising remains conditional, amongst other things, upon Admission. Admission is expected to become effective at or shortly after 8.00 a.m. on 29 April 2014. The Capital Raising is also conditional upon the Bond Resolution, which will be considered at a meeting of the Bondholders to be held on Monday 28 April 2014. The Bond Resolution requires approval from holders of 75% in principal amount of the Bonds for it to be approved. To date, Bondholders of over 75% in principal amount of the Bonds have tendered their Bonds and, thereby, agreed to support the Bond Resolution.

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.

Following the Firm Placing, Placing and Open Offer and the admission of the New Ordinary Shares, the Directors of the Company will hold the following interests in the issued share capital of the Company :

(1)  Including unrestricted shares held under an employee share plan

(2)  Including restricted and unrestricted shares held under an employee share plan

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

Peter Grant, Chief Executive Officer of Skyepharma, said:"We are pleased with the support of so many existing and new shareholders for this capital raising, which we believe transforms the Group's prospects. By paying off all of the bond debt we can increase our focus on those things that really matter to the future of the Group - investing in new products, innovative technologies and corporate opportunities to drive future growth.  Skyepharma is building on a strong set of foundations, reflected in the 2013 results, with momentum of revenues from seven products launched or approved in key markets in the past two years, including flutiform®, GSK's new once-a-day respiratory products and Pacira's EXPAREL®.  We are now well placed to continue to deliver real value to our partners, our investors and to the patients who rely on our products every day."

For further information please contact:

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.