TIDMBGC TIDMBII
RNS Number : 0615Z
BTG PLC
06 January 2011
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, 6 January 2011
BTG PLC and BIOCOMPATIBLES INTERNATIONAL PLC
Offer update: Result of BTG Shareholder Meeting
Further to the announcement on 19 November 2010 of the
recommended proposal whereby BTG plc ("BTG") will acquire the
entire issued and to be issued ordinary share capital of
Biocompatibles International plc ("Biocompatibles") (the
"Acquisition") and the posting on 10 December 2010 of the Scheme
Document, the BTG Prospectus and the BTG Circular each relating to
the Acquisition, the BTG Directors are pleased to announce that, at
the BTG General Meeting held earlier today, the three resolutions
referred to below and set out in the BTG notice of general meeting
were passed by the requisite majorities.
The number of proxy votes lodged for each resolution before the
meeting was as follows:
Votes
Total For* Total Against Withheld
---------------- ------------------------ ------------------- -------------
%age No. of %age
Resolution No. of votes of vote votes of vote No. of votes
---------------- ------------- --------- -------- --------- -------------
1. To approve
the
acquisition of
Biocompatibles 191,155,222 99.98 47,554 0.02 984,087
---------------- ------------- --------- -------- --------- -------------
2. To allot BTG
shares
following the
Acquisition 191,342,349 99.85 278,366 0.15 566,148
---------------- ------------- --------- -------- --------- -------------
3. To disapply
pre-emption
rights
following the
Acquisition 191,543,567 99.96 81,697 0.04 561,599
---------------- ------------- --------- -------- --------- -------------
*Figures include discretionary votes.
Following the passing of the necessary resolutions at the
Biocompatibles General Meeting and the Court Meeting held earlier
today, implementation of the Acquisition remains conditional upon
the satisfaction or (where applicable) waiver of the remaining
Conditions set out in the Scheme Document including, amongst
others, the sanction of the Scheme and confirmation of the
Reduction of Capital by the Court.
The Court Hearing to sanction the Scheme is expected to take
place on 24 January 2011 and the Court Hearing to confirm the
Reduction of Capital is expected to take place on 26 January 2011.
It is expected that the last day for dealings in Biocompatibles
Shares will be 26 January 2011 and that on 27 January 2011 the
Scheme will become effective and dealings in the New BTG Shares
will commence. New BTG Shares will be credited to CREST accounts on
the same date. It is expected that share certificates for New BTG
Shares will be dispatched by no later than 10 February 2011.
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).
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 are 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. 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
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.
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
7 January 2011. 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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