Tender Offer

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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