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, 11 November 2008
PROTHERICS PLC ("PROTHERICS")
Offer Update: Results of Protherics Shareholder Meetings
Further to the announcement made by Protherics on 17 October 2008
regarding the posting of the Scheme Document in relation to the
recommended all share offer by BTG plc ("BTG") for Protherics
(the"Recommended Offer"), the Independent Directors of Protherics
are pleased to announce that the Court Meeting and EGM held earlier
today to approve the Scheme of Arrangement by which the Recommended
Offer is being implemented have both concluded successfully.
At the Court Meeting, the required majority in number of those Scheme
Shareholders present and voting, either in person or by proxy,
representing approximately 99.4 per cent. in nominal value of all
Scheme Shares in respect of which votes were cast, voted in favour of
the Scheme. The voting of those Scheme Shareholders who cast votes
either in person or by proxy at the Court Meeting was as follows:
Total Votes Votes For The Scheme Votes Against
The Scheme
No. of No. of No. of No. of No. of No. of
Scheme Scheme Scheme Scheme Scheme Scheme
Shareholders Shares Shareholders Shares Share/ Shares
Repre/ (and %) Repre/ holders Repre/
sented sented (and %) sented
(and %) (and %)
Totals 785 244,371,671 717 243,009,601 68 243,009,601
in
person (91.3%) (99.4%) (8.7%) (0.6%)
and by
proxy
At the EGM, the special resolution required to approve the Scheme of
Arrangement and associated Reduction of Capital was passed as a special
resolution on a show of hands.
In order to become effective in accordance with its terms, the Court
must now sanction the Scheme at the Scheme Court Hearing and
subsequently confirm the associated Reduction of Capital at the
Reduction Court Hearing. These hearings are scheduled to take place on
1 December 2008 and 3 December 2008 respectively. Following the
sanction of the Scheme and confirmation of the Reduction of Capital by
the Court, it is then expected that the last day of dealings in
Protherics Shares will be 3 December 2008 and the listing of Protherics
Shares will be cancelled at 8.00 a.m. on 4 December 2008, the
anticipated Effective Date of the Scheme. 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 18
December 2008.
Copies of the resolutions passed at the Meetings have been submitted to
the UK Listing Authority and are available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority, 25 The North Colonnade, London E14
5HS.
The Scheme Court Hearing and the Reduction Court Hearing will be heard
before a Companies Court Judge at the Royal Courts of Justice, Strand,
London WC2A 2LL on Monday 1 December 2008 and Wednesday 3 December 2008
respectively. It is anticipated that details of each Court Hearing
will be published by Her Majesty's Court Service in the Daily Cause
List for the Chancery Division of the Royal Courts of Justice in each
case on the Business Day prior to the date of the relevant hearing.
The Chancery Division listing office can be contacted on 020 7947
6690 between 10.30 a.m. and 4.30 p.m. (London time), Monday-Friday.
Terms defined in the Scheme Document shall have the same meaning(s)
when used in this announcement.
Enquiries
Protherics
Dr Andrew Heath, Chief Executive Officer Tel: 020 7246 9950
Rolf Soderstrom, Chief Financial Officer
BTG
Christine Soden, Chief Financial Officer Tel: 020 7575 0000
Andy Burrows, Director of Investor Relations
Jefferies (financial adviser to Protherics)
Ian Crosbie Tel: 020 7029 8000
Chris Snoxall (corporate broking)
Rothschild (financial adviser to BTG)
Dr Lynn Drummond Tel: 020 7280 5000
Nomura Code Securities (broker to Protherics)
Chris Collins Tel: 020 7776 1200
Piper Jaffray (joint broker and adviser to BTG)
Neil Mackison / Jamie Adams Tel: 020 3142 8700
Credit Suisse (joint broker and adviser to BTG)
Stephanie Leouzon / Tristan Lovegrove Tel: 020 7888 8000
Financial Dynamics
Ben Atwell Tel: 020 7831 3113
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 Acquisition nor any other matter referred to
in this announcement.
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 clients of Rothschild nor for providing advice
in relation to the Acquisition nor any other matter referred to in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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