SkyePharma : Results of Offer and Proposal for Guaranteed Bonds

NOT FOR PUBLIC DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS")

28 April 2014

SkyePharma (Jersey) Limited announces results of the Offer and Proposal for its £60,822,124 6.5 per cent. Guaranteed Bonds due 2024

Skyepharma (Jersey) Limited (the "Company ") announces today the results of its previously announced (i) cash tender offer (the "Offer ") for its outstanding £60,822,124 6.5 per cent. Guaranteed Bonds due 2024 (the "Bonds ") which expired at 11:59 p.m., New York time, on 25 April 2014 and (ii) invitation to Bondholders to approve, by Extraordinary Resolution, a waiver and certain modifications to the terms and conditions of the Bonds to enable it to redeem all, but not some only of the Bonds remaining (if any) on completion of the Offer (the "Proposal ").

Capitalised terms used and not defined herein shall have the meanings set forth in the Tender and Consent Memorandum dated 31 March 2014 (the "Tender and Consent Memorandum ").

The Company hereby gives notice to Bondholders as follows:

(i)         as of 11:59 p.m., New York time, on 25 April 2014 (the "Expiration Deadline "), the Company had received valid tenders of £60,621,099 in aggregate principal amount of the Bonds representing approximately 99.67 per cent. of the Bonds outstanding;

(ii)        the Company intends to accept for purchase in full all valid tenders of the Bonds referred to in paragraph (i) above (subject to satisfaction of the Transaction Conditions);

(iii)       the Extraordinary Resolution in respect of the Proposal set out in the Notice of Meeting was duly passed; and

(iv)       subject to satisfaction of the Transaction Conditions, (a) the Company intends to pay the Purchase Price to those Bondholders whose Tender Instructions were accepted on the Settlement Date, which is expected to be 30 April 2014 and (b) the Company, the Guarantor and the Trustee also intend to execute the Supplemental Trust Deed on 30 April 2014 in order to give effect to the Extraordinary Resolution which, following exercise of the Call Option, will result in the payment of the Early Redemption Amount to the remaining Bondholders on or around 2 May 2014.

Bondholders should note that payments by the Company of the Purchase Price and the Early Redemption Amount will be made for value on 30 April 2014 and 2 May 2014, respectively. It is possible that such payments may, however, not be received on the same date.

Further Information

Requests for information in relation to the Offer and Proposal should be directed to:

The Tender and Tabulation Agent

The Bank of New York Mellon, London Branch

One Canada Square

London

E14 5AL

Tel: +44 12 068 9644

Fax: +44 20 7964 2536

email: debtrestructuring@bnymellon.com

The complete terms and conditions of the Offer and the Proposal are described in the Tender and Consent Memorandum. Copies of the Tender and Consent Memorandum and the Notice of Meeting are available to eligible persons upon request from the Tender and Tabulation Agent free of charge.

DISCLAIMER

This announcement must be read in conjunction with the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer or the Proposal. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposal or the Extraordinary Resolution to be proposed at the Meeting, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Bonds in the Offer or otherwise participate in the Proposal. None of the Tender and Tabulation Agent, the Trustee or the Company makes, or has made, any recommendation whether Bondholders should tender Bonds in the Offer or otherwise participate in the Proposal.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender and Consent Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender and Consent Memorandum comes are required by the Company and the Tender and Tabulation Agent to inform themselves about and to observe any such restrictions.

Neither this announcement nor the Tender and Consent Memorandum constitutes an offer to buy or a solicitation of an offer to sell Bonds, and tenders of Bonds in the Offer will not be accepted from Bondholders in any jurisdiction in which such offer or solicitation is unlawful.

Each Bondholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below and generally as set out in "Procedures for Participating in the Offer " in the Tender and Consent Memorandum. Any tender of Bonds for purchase pursuant to the Offer from a Bondholder that is unable to make these representations will not be accepted. Each of the Company and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Offer, whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Italy

None of the Offer, this announcement, the Tender and Consent Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB ") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act ") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuer's Regulation ").

Accordingly, the Offer is only addressed to holders of Bonds located in the Republic of Italy who are "qualified investors" (investitori qualificati ) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34 ter, paragraph 1, letter (b) of the Issuer's Regulation ("Eligible Italian Investors "). Holders of Bonds located in Italy that do not qualify as Eligible Italian Investors may not participate in the Offer and none of this announcement, the Tender and Consent Memorandum or any other documents or materials relating to the Offer may be distributed or otherwise made available to them, as part of the Offer.

Eligible Italian Investors can tender Bonds through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer or this announcement or the Tender and Consent Memorandum.

United Kingdom

The communication of this announcement, the Tender and Consent Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order ")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France "). None of this announcement, the Tender and Consent Memorandum or any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers ) and/or (ii) qualified investors (investisseurs qualifiés ) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Offer. None of this announcement, the Tender and Consent Memorandum or any other document or material relating to the Offer have been or will be submitted for clearance to, or approved by, the Autorité des Marchés Financiers.