Offer Update
Billam PLC
9 November 2001
Not for release, publication or distribution in, into or from the United
States, Canada, Australia or Japan
9 November 2001
Billam Plc ('Billam')
Recommended Offer by Peel Hunt plc ('Peel Hunt') on behalf of Billam Plc
for
World Life Sciences plc ('WLS')
First Closing date
Offer unconditional in all respects and extended until further notice
On 18 October 2001, a recommended offer was made by Peel Hunt, on behalf of
Billam, for the entire issued share capital of WLS (other than that already
owned or controlled by Billam) (the 'Offer'), as set out in the Offer Document
dated 18 October 2001.
The board of Billam announces that by 3.00 p.m. on 8 November 2001, the first
closing date of the Offer, Billam had received valid acceptances in respect of
a total of 278,333,042 WLS Shares (representing approximately 36.3 per cent.
of the existing issued ordinary share capital of WLS and approximately 62.4
per cent of the WLS Shares to which the Offer relates). These figures include
all acceptances received from persons acting in concert with Billam and all
acceptances received from persons that had irrevocably undertaken to accept
the Offer. The Offer is now declared unconditional as to acceptances and will
remain open for acceptances until further notice.
The board of Billam further announces that all other conditions to the Offer
have now either been satisfied or waived, subject only to the admission of the
new Billam Shares to trading on AIM becoming effective ('Admission').
Accordingly the Offer is declared unconditional in all respects subject only
to such Admission. Application for Admission has been made in respect of the
208,749,738 Billam Shares being issued as consideration to WLS Shareholders
who have validly accepted the Offer, and such Admission is expected to become
effective at 8.00 a.m. on 14 November 2001.
Billam intends to procure that WLS applies to the London Stock Exchange for
WLS Shares to be de-listed from AIM as of 8.00 a.m. on 14 November 2001.
Prior to the Offer being made, Billam owned 320,000,000 WLS Shares through its
wholly owned subsidiary Billam AG, representing 41.8 per cent. of the existing
ordinary share capital of WLS. In addition, Billam received irrevocable
undertakings from the directors of and the consultant to WLS to accept the
Offer in respect of shareholdings which amounted, in aggregate, to 69,662,000
WLS Shares, representing approximately 9.1 per cent. of the existing issued
ordinary share capital of WLS. Billam has now received acceptances for all
69,662,000 of these WLS Shares (and these acceptances are included in the
acceptances referred to above). In total, therefore, as at 18 October 2001,
Billam held or had received irrevocable undertakings to accept the Offer in
respect of 389,662,000 WLS Shares, representing approximately 50.9 per cent,
of the existing ordinary share capital of WLS.
As at 18 October 2001, persons acting in concert with Billam (as defined by
the Code), other than those persons that gave Billam irrevocable undertakings
to accept the Offer, held 900,000 WLS Shares, representing 0.1 per cent. of
the existing ordinary share capital of WLS. Billam has received acceptances
in respect of all 900,000 of these WLS Shares (and these acceptances are
included in the acceptances referred to above).
Save as disclosed above, neither Billam, nor any person acting in concert or
deemed to be acting in concert with Billam held any WLS Shares (or rights over
such shares) prior to the commencement of the Offer Period or has acquired or
agreed to acquire any WLS Shares (or rights over such shares) during the Offer
Period and no acceptance of the Offer has been received from any person acting
in concert with Billam.
The expressions used in this announcement shall, unless the context otherwise
requires, bear the same meanings as set out in the Offer Document dated 18
October 2001.
Enquiries:
Angus Forrest - Billam Plc:
020 7702 5544
The directors of Billam accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors
of Billam (who have taken all reasonable care to ensure such is the case), the
information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
Peel Hunt is acting for Billam in relation to the Offer and is not acting for
any other person and will not be responsible to any other person for providing
the protections afforded to customers of Peel Hunt or for advising them on any
other matter in relation to the Offer.