Vectura Group plc ("Vectura") and Innovata plc ("Innovata") - Recommended offer for Innovata by Vectura
17 Nov 2006
DISCLAIMER
By pressing the "Yes, I certify" button below, you are certifying that you have read and understood this notice and that you are a person who is permitted under applicable law and regulation to receive information of the kind contained in the documents referred to below. IF YOU ARE NOT A RESIDENT OF THE UNITED KINGDOM AND YOU ARE UNSURE AS TO WHETHER OR NOT YOU CAN LAWFULLY RECEIVE INFORMATION OF THE KIND CONTAINED ON THIS WEBSITE, PLEASE PRESS THE "NO, I CANNOT CERTIFY" BUTTON.
The announcement and other documents to which you will have access if you click "Yes, I certify" (the "Restricted Documents") do not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to purchase or subscribe for any securities.
The Restricted Documents have been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the City Code, the Listing Rules and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in the Restricted Documents should be relied on for any other purpose.
The distribution of the Restricted Documents in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession those document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. All persons (including nominees, trustees and custodians) who would otherwise intend to, or may have a contractual or legal obligation to, forward all or any of the Restricted Documents to a jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
The new ordinary shares in Vectura Group plc ("new Vectura Shares") to be issued pursuant to the proposal ("the Proposal") described in the Restricted Documents will not be registered under the US Securities Act and will be issued in the United States pursuant to the Proposal in reliance of the exemption from registration provided by Section 3(a)(10) of that Act. In addition, the new Vectura Shares to be issued pursuant to the Proposal will not be registered under the securities laws of any state of the United States, and will be issued in the United States in reliance on available exemptions from such state law registration requirements.
The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province of Canada; nor has a prospectus been filed in relation to the new Vectura Shares to be issued pursuant to the Proposal in any jurisdiction in Canada; no prospectus in relation to the new Vectura Shares to be issued pursuant to the Proposal has been or will be lodged with, or registered by, the Australian Securities and Investments Commission; no steps will be taken to enable the new Vectura Shares to be issued pursuant to the Proposal to be offered in accordance with the applicable securities laws of Japan; the contents of the Restricted Documents have not been reviewed by any regulatory authority in Hong Kong and recipients of the Restricted Documents in Hong Kong are advised to exercise caution in relation to the Proposal; the new Vectura Shares to be issued pursuant to the Proposal are not being registered under the relevant securities laws of South Africa. Accordingly, the new Vectura Shares to be issued pursuant to the Proposal may not be offered, sold, delivered or transferred, directly or indirectly, in or into Canada, Australia, Japan, Hong Kong, South Africa or any other jurisdiction in which to do so is unlawful to or for the account or benefit of any national, resident or citizen of any such jurisdiction and the Restricted Document may not be distributed in or into any such jurisdiction (except pursuant to applicable exemptions from securities laws in such jurisdictions).
