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BTG PLC (BTG)

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Monday 24 January, 2011

BTG PLC

Scheme of arrangement

RNS Number : 9755Z
BTG PLC
24 January 2011
 



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, 24 January 2011

 

BTG PLC ("BTG")

 

Offer Update: Court sanction of the Scheme of Arrangement and timetable update

BTG is pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme of Arrangement by which BTG's Acquisition of Biocompatibles International plc is being implemented.

In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the associated Reduction of Capital at the Reduction Court Hearing. This hearing will take place on 26 January 2011. Following the confirmation of the Reduction of Capital by the Court, it is expected that the last day of dealings in Biocompatibles Shares will be 26 January 2011 and the listing of Biocompatibles Shares will be cancelled at 8.00 a.m. on 28 January 2011. The expected date for Admission of the New BTG Shares is now 8.00 a.m. on 28 January 2011.  An expected timetable of principal events is set out in the Appendix to this announcement.

Terms defined in the Scheme Document shall have the same meaning(s) when used in this announcement.

Enquiries

BTG

Louise Makin, Chief Executive Officer                          Tel:       +44 (0)20 7575 0000

Rolf Soderstrom, Chief Financial Officer                       Tel:       +44 (0)20 7575 0000

Andy Burrows, Director of Investor Relations               Tel:       +44 (0)20 7575 1741

Biocompatibles

Crispin Simon, Chief Executive Officer                          Tel:       +44 (0)1252 732706

Ian Ardill, Chief Financial Officer                                  Tel:       +44 (0)1252 732706

Rothschild (financial adviser and joint sponsor to BTG)

Dominic Hollamby                                                        Tel:       +44 (0)20 7280 5000

Julian Hudson                                                               Tel:       +44 (0)20 7280 5000

 

J.P. Morgan Cazenove (joint sponsor and corporate broker to BTG)

James Mitford                                                              Tel:       +44 (0)20 7742 4000

Gina Gibson                                                                 Tel:       +44 (0)20 7742 4000

Piper Jaffray (financial adviser to Biocompatibles)

Rupert Winckler                                                           Tel:       +44 (0)20 3142 8700

James White                                                                 Tel:       +44 (0)20 3142 8700

Nomura Code (corporate broker to Biocompatibles)

Chris Collins                                                                 Tel:       +44 (0)20 7776 1200

Financial Dynamics (financial public relations adviser to BTG)

Ben Atwell                                                                   Tel:       +44 (0)20 7831 3113

John Dineen                                                                  Tel:       +44 (0)20 7831 3113

Anna Keeble (financial public relations adviser to Biocompatibles)

Anna Keeble                                                                Tel:       +44 (0)78 7981 8876

Rothschild, which is authorised and regulated in the UK by the FSA, is acting as sole financial adviser and joint sponsor to BTG in connection with the Acquisition 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 or any other matter referred to in this announcement.

J.P. Morgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting as joint sponsor and corporate broker to BTG in connection with the Acquisition and no one else and will not be responsible to any other person for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Piper Jaffray, which is authorised and regulated in the UK by the FSA, is acting as financial adviser to Biocompatibles in connection with the Acquisition and no one else and will not be responsible to anyone other than Biocompatibles for providing the protections afforded to clients of Piper Jaffray nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Nomura Code, which is authorised and regulated in the UK by the FSA, is acting as corporate broker to Biocompatibles in connection with the Acquisition and no one else and will not be responsible to anyone other than Biocompatibles for providing the protections afforded to clients of Nomura Code nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.



Appendix
Expected Timetable of Principal Events

EVENT                                                                                   TIME and DATE

Reduction Court Hearing (to confirm the Reduction                   26 January 2011

of Capital)

 

Last day of dealings in, and for registration                                5.00 p.m. on 26 January 2011

of transfers of, and disablement in CREST of,

Biocompatibles shares

 

Scheme Record Time                                                               6.00 p.m. on 26 January 2011

 

Effective Date                                                                           27 January 2011

 

Cancellation of listing of Biocompatibles Shares                         8.00 a.m. on 28 January 2011

 

Expected date of Admission of, and dealings in,                         8.00 a.m. on 28 January 2011

New BTG Shares and crediting of New BTG

Shares to CREST accounts

 

Latest date for despatch of share certificates                              10 February 2011

in respect of New BTG Shares issued under

the Scheme and the Contingent Value Notes

and for payment of the Partial Cash Consideration

 

 

 

 


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