Posting of Scheme Document
10 Dezembro 2010 - 1:00PM
UK Regulatory
TIDMBGC TIDMBII
RNS Number : 7704X
BTG PLC
10 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
London, 10 December 2010
BTG PLC and BIOCOMPATIBLES INTERNATIONAL PLC
Offer update:
Posting of Scheme Document
On 19 November 2010 the boards of Biocompatibles International plc
("Biocompatibles") and BTG plc ("BTG") announced that they had reached agreement
on the terms of a recommended proposal whereby BTG will acquire the entire
issued and to be issued share capital of Biocompatibles (the "Acquisition"), to
be implemented by way of a scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme").
Further to that announcement, the BTG Directors and the Biocompatibles Directors
are pleased to announce that the Scheme Document relating to the Acquisition is
being posted to Biocompatibles Shareholders today, together with a copy of the
BTG Prospectus relating to the New BTG Shares and Contingent Value Notes to be
issued in connection with the Acquisition.
The Scheme Document contains, among other things, a timetable of principal
events, details of the actions to be taken by Biocompatibles Shareholders and
notices of the Court Meeting and Biocompatibles GM required to approve the
Scheme and certain related matters, which have been convened for 6 January 2011.
The Acquisition is also conditional, among other things, on the approval of BTG
Shareholders at the BTG GM, which has been convened for 6 January 2011. The BTG
Prospectus and BTG Circular are today being sent to BTG Shareholders.
The Scheme Document, the BTG Prospectus and the BTG Circular will be available
for inspection during normal business hours on any weekday (public holidays
excepted) at the offices of BTG at 5 Fleet Place, London EC4M 7RD and the
offices of Stephenson Harwood at One St Paul's Churchyard, London EC4M 8SH. The
Scheme Document, the BTG Prospectus and the BTG Circular and the documents
incorporated by reference therein have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.hemscott.com/nsm.do; and are available for viewing on BTG's website at
www.btgplc.com (subject to certain restrictions relating to persons resident in
restricted jurisdictions). The Scheme Document and the BTG Prospectus will also
be available for inspection during normal business hours on any weekday (public
holidays excepted) at the offices of Shepherd and Wedderburn LLP at Condor
House, 10 St Paul's Churchyard, London EC4M 8AL and will be available for
inspection at Biocompatibles' website at www.biocompatibles.com (subject to
certain restrictions relating to persons resident in restricted jurisdictions).
Participants in the Biocompatibles Share Schemes will shortly be sent further
details of the actions they can take in respect of their outstanding options and
awards.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the announcement dated 19 November 2010 referred to
above.
+-------------------------------------------------------+------+------------------+
| Enquiries | | |
+-------------------------------------------------------+------+------------------+
| | | |
+-------------------------------------------------------+------+------------------+
| BTG | | |
+-------------------------------------------------------+------+------------------+
| Louise Makin, Chief Executive Officer | Tel: | +44 (0)20 7575 |
| | | 0000 |
+-------------------------------------------------------+------+------------------+
| Rolf Soderstrom, Chief Financial Officer | Tel: | +44 (0)20 7575 |
| | | 0000 |
+-------------------------------------------------------+------+------------------+
| Andy Burrows, Director of Investor Relations | Tel: | +44 (0)20 7575 |
| | | 1741 |
+-------------------------------------------------------+------+------------------+
| Biocompatibles | | |
+-------------------------------------------------------+------+------------------+
| Crispin Simon, Chief Executive Officer | Tel: | +44 (0)1252 |
| | | 732706 |
+-------------------------------------------------------+------+------------------+
| Ian Ardill, Chief Financial Officer | Tel: | +44 (0)1252 |
| | | 732706 |
+-------------------------------------------------------+------+------------------+
| Rothschild (financial adviser and joint sponsor to | | |
| BTG) | | |
+-------------------------------------------------------+------+------------------+
| Dominic Hollamby | Tel: | +44 (0)20 7280 |
| | | 5000 |
+-------------------------------------------------------+------+------------------+
| Julian Hudson | Tel: | +44 (0)20 7280 |
| | | 5000 |
+-------------------------------------------------------+------+------------------+
| J.P. Morgan Cazenove (joint sponsor and corporate | | |
| broker to BTG) | | |
+-------------------------------------------------------+------+------------------+
| James Mitford | Tel: | +44 (0)20 7742 |
| | | 4000 |
+-------------------------------------------------------+------+------------------+
| Gina Gibson | Tel: | +44 (0)20 7742 |
| | | 4000 |
+-------------------------------------------------------+------+------------------+
| Piper Jaffray (financial adviser to Biocompatibles) | | |
+-------------------------------------------------------+------+------------------+
| Rupert Winckler | Tel: | +44 (0)20 3142 |
| | | 8700 |
+-------------------------------------------------------+------+------------------+
| James White | Tel: | +44 (0)20 3142 |
| | | 8700 |
+-------------------------------------------------------+------+------------------+
| Nomura Code (corporate broker to Biocompatibles) | | |
+-------------------------------------------------------+------+------------------+
| Chris Collins | Tel: | +44 (0)20 7776 |
| | | 1200 |
+-------------------------------------------------------+------+------------------+
| Financial Dynamics (financial public relations | | |
| adviser to BTG) | | |
+-------------------------------------------------------+------+------------------+
| Ben Atwell | Tel: | +44 (0)20 7831 |
| | | 3113 |
+-------------------------------------------------------+------+------------------+
| John Dineen | Tel: | +44 (0)20 7831 |
| | | 3113 |
+-------------------------------------------------------+------+------------------+
| Anna Keeble (financial public relations adviser to | | |
| Biocompatibles) | | |
+-------------------------------------------------------+------+------------------+
| Anna Keeble | Tel: | +44 (0)78 7981 |
| | | 8876 |
+-------------------------------------------------------+------+------------------+
Rothschild, which is authorised and regulated in the UK by the FSA, is acting as
sole financial adviser and joint sponsor to BTG in connection with the
Acquisition and no one else and will not be responsible to anyone other than BTG
for providing the protections afforded to clients of Rothschild nor for
providing advice in relation to the Acquisition or any other matter referred to
in this announcement.
J.P. Morgan Cazenove, which is authorised and regulated in the UK by the FSA, is
acting as joint sponsor and corporate broker to BTG in connection with the
Acquisition and no one else and will not be responsible to any other person for
providing the protections afforded to clients of J.P. Morgan Cazenove nor for
providing advice in relation to the Acquisition or any other matter referred to
in this announcement.
Piper Jaffray, which is authorised and regulated in the UK by the FSA, is acting
as financial adviser to Biocompatibles in connection with the Acquisition and no
one else and will not be responsible to anyone other than Biocompatibles for
providing the protections afforded to clients of Piper Jaffray nor for providing
advice in relation to the Acquisition or any other matter referred to in this
announcement.
Nomura Code, which is authorised and regulated in the UK by the FSA, is acting
as corporate broker to Biocompatibles in connection with the Acquisition and no
one else and will not be responsible to anyone other than Biocompatibles for
providing the protections afforded to clients of Nomura Code nor for providing
advice in relation to the Acquisition or any other matter referred to in this
announcement.
This announcement is not intended to, and does not, constitute or form part of
an offer or invitation to sell or subscribe for or acquire or exchange
securities in BTG or Biocompatibles or a solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The full terms and
conditions of the Scheme will be set out in the Scheme Document. This
announcement does not constitute a prospectus or a prospectus equivalent
document. Biocompatibles Shareholders are advised to read carefully the formal
documentation in relation to the Acquisition, once it is dispatched. In
deciding whether or not to approve the Scheme, Biocompatibles Shareholders must
rely solely on the terms and conditions of the Acquisition and the information
contained or referenced, and the procedures described, in the Scheme Document.
The release, publication or distribution of this announcement in jurisdictions
other than the UK and the implications of the Scheme for Biocompatibles
Shareholders outside the UK may be affected by the laws of the relevant
jurisdictions. Biocompatibles Shareholders outside the UK should inform
themselves about and observe any applicable requirements. It is the
responsibility of each Biocompatibles Shareholder to satisfy himself as to the
full observance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange control or
other consents which may be required to be observed and the payment of any
issue, transfer or other taxes in such jurisdictions. This announcement has
been prepared for the purpose of complying with English law and the Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Neither the New BTG Shares nor the Contingent Value Notes have been, nor will
they be, registered under the Securities Act or under the securities laws of any
jurisdiction of the United States and will not be listed on any stock exchange
in the United States. Neither the US Securities and Exchange Commission nor any
US state securities commission has approved or disapproved of the New BTG Shares
or the Contingent Value Notes, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence under US
law. Further, the relevant clearances have not been, and will not be, obtained
from the securities commission of any province of Canada, no prospectus has been
lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance and neither the New BTG Shares
nor the Contingent Value Notes have been, and nor will they be, registered under
or offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly, neither
the New BTG Shares nor the Contingent Value Notes may (unless an exemption under
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction, or to,
or for the account or benefit of, a person located in the United States, Canada,
Australia or Japan.
It is expected that the New BTG Shares will be issued in the United States in
reliance upon the exemption from the registration requirements of the Securities
Act provided by Section 3(a)(10) thereof. Under applicable US securities laws,
Biocompatibles Shareholders who are or will be deemed to be 'affiliates' of
Biocompatibles or BTG prior to, or of the Enlarged Group after, the Effective
Date will be subject to certain transfer restrictions relating to the New BTG
Shares received in connection with the Scheme.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of BTG and
Biocompatibles and certain plans and objectives of the BTG Directors and the
Biocompatibles Directors with respect thereto. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the BTG Directors
and the Biocompatibles Directors in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although the BTG
Directors and the Biocompatibles Directors believe that the expectations
reflected in such forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to have been correct and assume no
obligation to update or correct the information contained in this document and
BTG and Biocompatibles therefore caution you not to place undue reliance on
these forward-looking statements which speak only as at the date of this
announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on BTG's website at www.btgplc.com and Biocompatibles'
website at www.biocompatibles.com by no later than 12:00 noon (London time) on
13 December 2010. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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