Intl. Biotechnology Trust PLC
18 December 2000
International Biotechnology Trust plc (the 'Company')
The Board of International Biotechnology Trust plc today announces proposals
for a tender offer.
Introduction
The Board has posted a circular to Shareholders seeking their approval to
implement a Tender Offer.
On 7 July 2000, Shareholders voted in favour of a resolution requesting that
the Directors put forward proposals to allow Shareholders who so wished to
realise their investment in the Company at a price that reflected the value of
their whole investment. Following discussions with the Company's largest
Shareholders, the Directors propose making a tender offer to repurchase up to
50% of the Company's issued Shares at a price representing a discount of 5.5%
to the Net Asset Value per Share at the Calculation Date.
Shareholders (other than certain Overseas Shareholders) will be entitled to
have up to 50% of their Shares purchased ('the Basic Entitlement') and be able
to tender further Shares, although such further tenders will only be
satisfied, on a pro rata basis, to the extent that other Shareholders do not
tender all or any of their Basic Entitlement.
Tender Offer
The Tender Offer is being made by Merrill Lynch International for up to 50% of
the Company's issued share capital. For the purpose of the calculation of the
Repurchase Price, the Net Asset Value per Share will reflect the mid-market
prices of the quoted securities before any provision for restrictions on
dealing. As a result, the Net Asset Value per Share for the purposes of the
Tender Offer will be higher than that currently published by the Company which
does take into account such adjustments. The majority of these restrictions
will be reversed by March 2001; such reversals would provide for an uplift to
the Net Asset Value per Share of 5.5 per cent, based on the current value of
the portfolio and upon the assumption that the Tender Offer is fully taken up.
The Tender Offer will be implemented by means of an on-market purchase by
Merrill Lynch International. Accordingly, Merrill Lynch International will, as
principal, purchase the Shares accepted under the Tender Offer and then sell
them to the Company at the Repurchase Price. All Shares acquired by the
Company will be cancelled. The repurchase of Shares by the Company will be
funded from the Company's cash resources and by the sale of investments in the
Company's portfolio.
As at 31 August 2000, shareholders' funds amounted to £349 million, of which
distributable reserves amounted to £102 million. The Board has instructed the
Manager to realise investments within the Company's portfolio, and to seek to
generate sufficient additional distributable reserves so that the Company need
not seek the Court's approval for the reduction of the share premium account,
without materially adversely affecting the portfolio and on a basis consistent
with the Company's investment objectives. However, the ability of the Manager
to generate sufficient additional distributable reserves will be dependent on
market conditions and in particular the Net Asset Value of the Company on the
Calculation Date.
Investment Outlook
The Board believes that the significant advances being made in the Life
Sciences sector internationally will continue to provide excellent
opportunities for investment, and with the skills that the Schroder Ventures
Life Sciences' team bring to the Company, the potential for significant
returns.
Board Of Directors
The Directors, all of whom were appointed at the launch of the Company, have
overseen the growth of the Company from original assets of £37.5 million to
one where the assets, as at 5 December 2000 amount to £287.5 million. They now
believe that, with the appointment of the new manager and the Tender Offer, it
is an appropriate time to review the composition of the Board to take the
Company forward.
Gary Brass and James Grant will not be putting themselves forward for
re-election to the Board at the Annual General Meeting on 22 December 2000.
Donald Cecil, Dennis Turner and John Green-Armytage, following the EGM, will
be standing down from the Board subject to the passing of the resolutions at
the EGM. It is the Board's intention to invite Andrew Barker to join the Board
after the EGM and to invite him to become the Chairman of the Company. In
addition, it is the Board's intention to appoint three further directors to
the Board following the EGM.
Extraordinary General Meeting
The implementation of the Tender Offer requires the approval of 75% of
Shareholders. An Extraordinary General Meeting of the Company is being
convened for 11.00 a.m. on 10 January 2001. At this meeting, Special
Resolutions will be proposed to amend the Articles of Association, to
authorise the repurchase required to enable the Tender Offer to be implemented
and to reduce the share premium account by such an amount as is required to
enable the Company to meet its obligations under the Tender Offer.
Shareholders representing in excess of 50% of the issued share capital of the
Company have indicated their intent to vote in favour of the Special
Resolutions that will put the Tender Offer into effect.
Expected Timetable 2001
Latest time and date for receipt of Tender Forms 3.00 p.m. on 5 January
Record Date for Tender Offer close of business on 5 January
Latest time and date for receipt of Forms of Proxy for the
Extraordinary General Meeting 11.00 a.m. on 8 January
Extraordinary General Meeting 11.00 a.m. on 10 January
Result of Tender Offer announced 10 January
CREST accounts credited with any unsold uncertificated Shares 12 January
Balance certificates in respect of any unsold certificated Shares
despatched 12 January
Expected Timetable if Court
Timetable Confirmation Required *
Calculation Date of Repurchase Price close of close of business,
business,
29 January
8 January
Court hearing of petition to confirm - 31 January
reduction of share premium account
Effective Date - 2 February
Repurchase Price announced 10 January 2 February
Settlement of Tender Offer consideration 12 January 5 February
* If required to enable the Company to meet its payment
obligations to fund the Tender Offer.
Enquiries:
Melville Trimble / Peter Moorhouse 020 7772 1000
Merrill Lynch
Kate Bingham/Alice Todhunter 020 7632 1000
Schroder Ventures
David Simpson 020 7601 1060
Square Mile
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