BII Biocompatibles

 
TIDMBII 
 
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 
 
 Recommended Acquisition of Biocompatibles International plc ("Biocompatibles" 
or the "Company") by BTG plc to be effected by means of a Scheme of Arrangement 
                    under Part 26 of the Companies Act 2006 
 
      Sanction of Scheme by the Court and Amendment to Expected Timetable 
 
Farnham, UK 24 January 2011 
 
The Company is pleased to announce that today, at the first of the two court 
hearings required as part of the Scheme, the Court sanctioned the Scheme under 
Part 26 of the Companies Act 2006. 
 
In order for the Scheme to become effective in accordance with its terms, the 
Court must confirm the Reduction of Capital at the Reduction Court Hearing, the 
Reduction Court Order made at the Reduction Court Hearing and the Scheme Court 
Order made at the Scheme Court Hearing must be delivered to the Registrar of 
Companies and the Company must be re-registered as a private limited company. 
 
The date and time for the cancellation of the admission to trading of 
Biocompatibles Shares on the London Stock Exchange's main market for listed 
securities and the cancellation of the admission of the Biocompatibles Shares 
to the Official List and Admission of, and commencement of dealings in, New BTG 
Shares is now expected to be 8.00 a.m. on 28 January 2011. The changes will 
have no impact on the latest time for dealings in, and registration of 
transfers of, and disablement in CREST of, Biocompatibles Shares which is still 
expected to be 6.00 p.m. on 26 January 2011. The Effective Date is still 
expected to be 27 January 2011. 
 
The updated timetable for completion of the Scheme is set out in the Appendix 
to this announcement. 
 
Upon the Scheme becoming effective, holders of Biocompatibles Shares will be 
entitled to receive 1.6733 New BTG Shares and 10 pence in cash for each 
Biocompatibles Share held by them at the Scheme Record Time (6:00 p.m. on 26 
January 2011), subject to any adjustments to such consideration resulting from 
valid elections made pursuant to the Partial CVN Alternative. Upon the Scheme 
becoming effective, those holders of Biocompatibles Shares who have validly 
elected to receive the Partial CVN Alternative will be entitled to receive one 
Contingent Value Note for each Biocompatibles Share in respect of which a valid 
election was made by them in lieu of receiving 10 pence in cash for each such 
Scheme Share. Subject to the Scheme becoming effective on 27 January 2011, the 
cash consideration, Contingent Value Note Certificates and certificates in 
respect of New BTG Shares (to the extent issued in certificated form) due to 
holders of Biocompatibles Shares will be sent no later than 10 February 2011. 
 
In respect of New BTG Shares to be issued in uncertificated form, upon the 
Scheme becoming effective, BTG will procure that Euroclear is instructed to 
credit the Biocompatibles Shareholders' appropriate stock account in CREST with 
the applicable number of New BTG Shares at 8.00 a.m. on 28 January 2011. 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the Scheme Document dated 10 December 2010. 
 
Enquiries 
 
Biocompatibles 
 
Crispin Simon, Chief Executive Officer Tel: +44 (0)1252 732645 
 
Ian Ardill, Chief Financial Officer Tel: +44 (0)1252 732645 
 
Piper Jaffray (financial adviser) 
 
Rupert Winckler Tel: +44 (0)20 3142 8700 
 
James White Tel: +44 (0)20 3142 8700 
 
Nomura Code (corporate broker) 
 
Chris Collins Tel: +44 (0)20 7776 1200 
 
Anna Keeble (financial public relations adviser) 
 
Anna Keeble Tel: +44 (0)78 7981 8876 
 
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 may contain 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 Biocompatibles' website at www.biocompatibles.com 
by no later than 12:00 noon (London time) on 25 January 2011. For the avoidance 
of doubt, the contents of this website is not incorporated into and do not form 
part of this announcement. 
 
                                   Appendix 
 
EVENT                                              TIME AND DATE 
 
Scheme Court Hearing (to sanction the Scheme)      24 January 2011 
 
Reduction Record Time                              6.00p.m. on 25 January 2011 
 
Reduction Court Hearing (to confirm the Reduction  26 January 2011 
of Capital) 
 
Latest time for lodging Form of Election or TTE    5.00 p.m. on 26 January 2011 
Instruction 
 
Last day of dealings in, and time for registration 6.00 p.m. on 26 January 2011 
of transfers of, and disablement in CREST of, 
Biocompatibles Shares 
 
Scheme Record Time                                 6.00 p.m. on 26 January 2011 
 
Suspension of listing of Biocompatibles Shares     6.00 p.m. on 26 January 2011 
 
Effective Date                                     27 January 2011 
 
Cancellation of listing of Biocompatibles Shares   8.00 a.m. on 28 January 2011 
 
Admission of, and commencement of dealings in, New 8.00 a.m. on 28 January 2011 
BTG Shares 
 
Crediting of New BTG Shares to CREST accounts      8.00 a.m. on 28 January 2011 
 
Latest date for despatch of New BTG Share          10 February 2011 
certificates and Contingent Value Notes 
 
Latest date of payment of Partial Cash             10 February 2011 
Consideration 
 
These dates and times are indicative only and will depend, among other things, 
on the dates on which the Court sanctions the Scheme and confirms the 
associated Reduction of Capital and whether the Conditions are either satisfied 
or, where applicable, waived. If the expected dates of the Court Hearings 
change, Biocompatibles will give notice of the change by issuing an 
announcement through a Regulatory Information Service. 
 
3 
 
 
 
END 
 

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