NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN
OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, 17 October 2008
BTG PLC ("BTG") and PROTHERICS PLC ("Protherics")
Offer Update:
Posting of Scheme Document/Receipt of letters of intent
Further to the announcement of the recommended all share offer by BTG
plc ("BTG") for Protherics on 18 September 2008 (the "Recommended
Offer"), the board of BTG and the Independent Protherics Directors are
pleased to announce that the Scheme Document relating to
the Recommended Offer is being posted to Protherics Shareholders today,
together with a copy of the BTG Prospectus relating to the New BTG
Shares to be issued in connection with the Recommended Offer. In
addition, the BTG Prospectus and BTG Circular are today being sent to
BTG Shareholders.
The Recommended Offer is being implemented by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), and
the Scheme Document contains notices of the Court Meeting
and Protherics EGM required to approve the Scheme, which have been
convened for Tuesday 11 November 2008.
The Recommended Offer is also conditional, among other things, on the
approval of BTG Shareholders at the BTG EGM, which has been convened
for Wednesday 5 November 2008.
In addition, in accordance with Rule 8.4 of the Code, BTG
and Protherics each hereby announces that they have received the
following letters of intent from Aviva Investors Global Services
Limited and from Invesco Asset Management Limited, their largest
shareholders respectively, to vote in favour of the Acquisition.
Together, these letters of intent relate to approximately 24.1 per
cent. of the existing issued share capital of Protherics and
approximately 29.7 per cent. of the existing issued share capital of
BTG.
Aviva Investors Global Services Limited, which is the largest
shareholder in Protherics, has delivered a non-binding letter of intent
to Protherics and BTG dated 16 October 2008 confirming its intention to
vote, or procure the vote, in favour of the resolutions at the Court
Meeting and Protherics EGM in respect of 45,971,166 Protherics Shares,
representing approximately 13.4 per cent. of the existing issued share
capital of Protherics.
Invesco Asset Management Limited, which is the largest shareholder in
BTG and one of the largest shareholders in Protherics, has delivered
non-binding letters to Protherics and BTG dated 16 October 2008
respectively confirming its intention to vote in favour of the
resolutions at the Court Meeting and Protherics EGM (in its capacity as
a Protherics Shareholder) and the BTG EGM (in its capacity as a BTG
Shareholder). These letters of intent relate to 35,500,201 Protherics
Shares and 44,958,074 BTG Shares respectively representing
approximately 10.7 per cent. of the existing issued share capital of
Protherics and approximately 29.7 per cent. of the existing issued
share capital of BTG.
Protherics will submit two copies of the Scheme Document and BTG will
submit two copies of the BTG Prospectus and BTG Circular to the UK
Listing Authority, as required under LR 9.6.1R of the Listing Rules.
These will be available for inspection shortly at the UK Listing
Authority's Document Viewing Facility, which is situated at the
Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London E14 5HS. The BTG Prospectus will also be published and
available for inspection on BTG's website (www.btgplc.com).
Participants in the Protherics 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 18 September 2008
referred to above.
Enquiries
BTG
Christine Soden, Chief Financial Officer Tel: 020 7575 0000
Andy Burrows, Director of Investor Relations
Protherics
Rolf Soderstrom, Chief Financial Officer Tel: 020 7246 9950
Nick Staples, Director of Corporate Affairs
Rothschild (financial adviser to BTG)
Dr Lynn Drummond Tel: 020 7280 5000
Jefferies (financial adviser to Protherics)
Ian Crosbie Tel: 020 7029 8000
Chris Snoxall (corporate broking)
Piper Jaffray (joint broker and advisor to BTG)
Neil Mackison / Jamie Adams Tel: 020 3142 8700
Credit Suisse (joint broker and advisor to BTG)
Stephanie Leouzon / Tristan Lovegrove Tel: 020 7888 8000
Nomura Code Securities (broker to Protherics)
Chris Collins Tel: 020 7776 1200
Financial Dynamics
Ben Atwell Tel: 020 7831 3113
Rothschild, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as financial adviser and
sponsor to BTG in connection with the Recommended Offer and no-one else
and will not be responsible to anyone other than BTG for providing the
protections afforded to customers of Rothschild nor for providing
advice in relation to the Recommended Offer nor any other matter
referred to in this announcement.
Jefferies, which is authorised and regulated in the UK by the Financial
Services Authority, is acting as financial adviser and broker to
Protherics in connection with the Recommended Offer and no-one else and
will not be responsible to anyone other than Protherics for providing
the protections afforded to clients of Jefferies nor for providing
advice in relation to the Recommended Offer nor 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 Protherics or a solicitation of any vote
or approval in any jurisdiction pursuant to the Recommended Offer or
otherwise. The full terms and conditions of the Scheme will be set out
in the Scheme Document. Protherics Shareholders are advised to read
carefully the formal documentation in relation to the Recommended
Offer, once it is dispatched. In deciding whether or not to approve the
Scheme, Protherics Shareholders must rely solely on the terms and
conditions of the Recommended Offer and the information contained, and
the procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the
UK and the implications of the Scheme for Protherics Shareholders
outside the UK may be affected by the laws of the relevant
jurisdictions. Protherics Shareholders outside the UK should inform
themselves about and observe any applicable requirements. It is the
responsibility of each Protherics 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.
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 Protherics and certain plans and objectives of the BTG
Board, the Protherics Directors and the Independent Protherics
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 Board, the Protherics Directors and/or the
Independent Protherics 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. the Protherics Directors and Independent Protherics
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 Protherics therefore caution you not to place
undue reliance on these forward-looking statements which speak only as
at the date of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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