YRK York Pharma

 

TIDMYRK 
 
RNS Number : 2561Q 
York Pharma plc 
07 April 2009 
 

 
 
York Pharma Plc 
 (the "Company") 
& 
ULURU, Inc. 
("ULURU") 
 
 
Update on Discussions and further Rule 2.10 announcement 
 
 
 
 
On 31 March 2009, the Company announced that it was in discussions with two 
potential offerors and that one of the potential offerors (the "Lender") had 
entered into an agreement with the Company on 30 March 2009 to provide the 
Company with a secured revolving credit facility. 
 
 
The Company and ULURU today confirm that the Lender is ULURU, which is 
registered in Nevada in the USA and has its headquarters in Addison, Texas. 
ULURU is a specialty pharmaceutical company focused on the development of a 
portfolio of wound management and oral care products to provide patients and 
consumers with improved clinical outcomes through controlled delivery utilizing 
its innovative NanoflexTM Aggregate technology and transmucosal delivery system. 
 
 
ULURU has also signed a non-binding offer letter to acquire the Company.  One of 
the conditions of ULURU making any offer would be that the outstanding debt of 
the Company (currently being the US$6 million of unsecured Convertible Loan 
Notes 2014, together with accrued interest thereon) shall be converted into 
Ordinary Shares of the Company prior to the closing of any Offer.  Under the 
indicated terms set out in the non-binding offer letter, the Company's 
shareholders (as enlarged by the conversion of outstanding debt of the Company) 
would own approximately 19.9 million ULURU common shares, representing 
approximately 23% of the enlarged equity of ULURU. 
 
 
Discussions between the Company and ULURU are continuing, whilst those between 
the Company and the other potential offeror referred to have now been 
terminated.  The Board of the Company stresses that there can be no certainty 
that the discussions between the Company and ULURU will lead to an offer being 
made for Company. 
 
 
The Company will provide a further update as and when appropriate. 
 
 
 
 
For more information please contact: 
 
 
+--------------------------------------+--------------------------------------+ 
| York Pharma Plc                      |            Tel: +44 (0) 1908 764 020 | 
| Richard Anderson, Chief Executive    |                                      | 
| Officer                              |                                      | 
| Ian Miscampbell, Chief Financial     |                                      | 
| Officer                              |                                      | 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Collins Stewart Europe Limited       |            Tel: +44 (0) 207 523 8350 | 
| Hugh Field / Adam Cowen              |                                      | 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Financial Dynamics                   |            Tel: +44 (0) 207 831 3113 | 
| Ben Brewerton / Emma Thompson        |                                      | 
+--------------------------------------+--------------------------------------+ 
 
 
Collins Stewart Europe Limited ("Collins Stewart") which is regulated in the 
United Kingdom by The Financial Services Authority is acting for the Company in 
relation to the matters described in this announcement and is not advising any 
other person, and accordingly will not be responsible to anyone other than the 
Company for providing the protections afforded to customers of Collins Stewart 
or for providing advice in relation to the matters described in this 
announcement. 
 
 
About York Pharma (YRK.L) 
York Pharma is a pharmaceutical group, established in 2003, which develops, 
markets and supplies branded dermatological products to pharmaceutical 
wholesalers, hospitals and general practitioners within the field of 
dermatology. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1% or more of any class of "relevant 
securities" of the Company or of the Lender, all "dealings" in any "relevant 
securities" of the Company or of the Lender (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30pm (London time) on the Business Day 
following the date of the relevant transaction. This requirement will continue 
until the offer lapses or is otherwise withdrawn or the date on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of the Company, they will be deemed to be a single 
person for the purpose of Rule 8.3 of the City Code. 
 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of the Company or the Lender, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the "ownership" or control of securities, or by virtue of any option 
in respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
Rule 2.10 of the City Code 
 
 
In accordance with Rule 2.10 of the City Code, ULURU confirms that it has in 
issue 65,582,532 shares of common stock, par value $0.001 each ("Common Stock"). 
 
 
The ISIN for the Common Stock of ULURU is US90403T1007. 
 
 
=-oo-- 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFDGIGDSXBGGGCR 
 

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