RNS Number : 7203D
BTG PLC
18 September 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, 18 September 2008
RECOMMENDED ALL SHARE OFFER
by
BTG PLC ("BTG")
for
PROTHERICS PLC ("PROTHERICS")
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Summary
The BTG Board and the Independent Protherics Directors are pleased to announce today that they have reached agreement on the terms of a
recommended all share offer (the "Recommended Offer") by BTG for the entire issued and to be issued share capital of Protherics.
The combination of BTG and Protherics is intended to create a sustainably profitable specialty pharmaceuticals business with:
� Significant revenues and royalties from both marketed products and partnered development programmes;
� A broad, diversified portfolio of development programmes, including key value drivers such as Varisolve� and CytoFab*; and
� A strong financial position, with pro forma cash and cash equivalents of �95 million (as at 31 March 2008).
The Enlarged Group will have enhanced growth potential, underpinned by:
� Creation of a specialty sales force in the US, allowing for enhanced returns on marketed products;
� Ability to capture more value from development products by taking these to optimal licensing points;
� Anticipated annualised merger cost synergies and rationalisation of the Enlarged Group*s cost base approaching �20 million by
2010/11; and
� Focus of development investment on later-stage opportunities.
Upon completion, Dr John Brown will continue as non-executive Chairman of BTG, with an executive team led by Dr Louise Makin as Chief
Executive Officer, Rolf Soderstrom, who will join the BTG Board as Chief Financial Officer and Christine Soden, who will move to the role of
Chief Operating Officer.
Applying the proposed strategy, the Acquisition is expected to be earnings enhancing (on an EBITDA basis) and cash neutral from 2009/10
and significantly earnings enhancing thereafter. This statement should not be interpreted to mean that earnings per share will necessarily
be greater than those for the preceding financial period.
It is proposed that the Recommended Offer be implemented by way of a scheme of arrangement under part 26 of the Companies Act 2006.
Under the terms of the Recommended Offer, Scheme Shareholders will receive:
0.291 New BTG Shares for every 1 Protherics Share
held at the Scheme Record Time and so in proportion for any other number of Scheme Shares held at the Scheme Record Time.
The terms of the Recommended Offer have been agreed on the basis of a price of 206 pence for each existing BTG Share and a price of 60
pence for each Protherics Share which values the Protherics Fully Diluted Share Capital at approximately �218.1 million.
On this agreed basis, the Recommended Offer represents a premium of 45.5 per cent. to the Closing Price of a Protherics Share of 41.25
pence on 17 September 2008 (being the Business Day prior to this announcement) and a premium of 92.0 per cent. to the Closing Price of a
Protherics Share of 31.25 pence on 12 August 2008 (being the Business Day prior to the announcement by Protherics regarding potential offers
for Protherics).
Assuming no further BTG Shares are issued in the period between the date of this announcement and the Effective Date, immediately
following the Effective Date approximately 41.2 per cent. of the enlarged issued ordinary share capital of BTG will be held by former
Protherics Shareholders and approximately 58.8 per cent. will be held by existing BTG Shareholders.
The Recommended Offer will be conditional on, amongst other things, the approval of the BTG Shareholders and the approval of Protherics
Shareholders.
The Independent Protherics Directors, who have been so advised by Jefferies, consider the terms of the Recommended Offer to be fair and
reasonable. In providing its advice, Jefferies has taken into account the commercial assessments of the Independent Protherics Directors.
The BTG Directors intend unanimously to recommend that BTG Shareholders vote in favour of the BTG Resolutions at the BTG EGM and the
Independent Protherics Directors intend unanimously to recommend that Protherics Shareholders vote in favour of the Scheme at the Court
Meeting and the Protherics Resolutions at the Protherics EGM.
BTG has received irrevocable undertakings to vote in favour of the Scheme and the Protherics Resolutions from each of the Protherics
Independent Directors who collectively hold 10,357,554 Protherics Shares representing approximately 3.03 per cent. of Protherics' existing
issued Share Capital.
In addition, BTG has received irrevocable undertakings to vote in favour of the BTG Resolutions at the BTG EGM from each of the BTG
Directors who hold 81,905 BTG Shares, representing approximately 0.05 per cent. of the existing issued share capital of BTG.
The Scheme Document setting out further details of the Recommended Offer and the procedures to be followed in connection with the
implementation of the Scheme will be posted to Protherics Shareholders as soon as reasonably practicable. The Acquisition is expected to be
completed by early December 2008.
Dr John Brown, Chairman of BTG, commented:
"The merger of Protherics and BTG will create one of the UK's leading biopharmaceutical companies. We will have a valuable portfolio of
licensed and marketed products, a pipeline of mid to late stage programmes in clinical development, and the cash resources and development
expertise to progress the combined pipeline. Furthermore we will look to bring in additional products that can be taken to market by the
planned critical care sales force in the US. BTG has demonstrated the ability to operate profitably, and by combining with Protherics has
the opportunity to create a sustainably profitable business."
Stuart Wallis, Chairman of Protherics, added:
"We believe that the Enlarged Group will have the critical mass in terms of financial resources, skills and development pipeline to
leverage the full potential of our critical care products that we have the opportunity to sell in the US from 2010 onwards. In addition, we
believe both companies bring major value drivers to the Enlarged Group that underpin the value proposition to Protherics Shareholders."
Rothschild is acting as financial adviser to BTG. Jefferies is acting as financial adviser to Protherics.
There will be a presentation to analysts at 9.45 a.m. today, the details of which can be obtained from Financial Dynamics.
This summary should be read in conjunction with and is subject to, the full text of this announcement and the Appendices. The
Recommended Offer will be subject to the Conditions set out in Appendix I to this announcement and to the further terms to be set out in the
Scheme Document. Appendix II sets out the bases and sources of information from which the financial calculations used in this announcement
have been derived. Appendix III contains particulars of the irrevocable undertakings referred to in paragraph 11 of this announcement.
Appendix IV contains the definitions of terms used in this announcement (including this summary).
Enquiries
BTG
Dr Louise Makin, Chief Executive Officer Tel: 020 7575 0000
Christine Soden, Chief Financial Officer
Protherics
Dr Andrew Heath, Chief Executive Officer Tel: 020 7246 9950
Rolf Soderstrom, Chief Financial Officer
Rothschild (financial adviser to BTG)
Dr Lynn Drummond Tel: 020 7280 5000
Jefferies (financial adviser to Protherics)
Ian Crosbie Tel: 020 7029 8000
Chris Snoxall (corporate broking)
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
Nomura Code Securities (broker to
Protherics) Tel: 020 7776 1200
Chris Collins
Financial Dynamics
Ben Atwell Tel: 020 7831 3113
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 Recommended Offer nor any other matter referred to
in this announcement.
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 Recommended Offer nor any other
matter referred to in this announcement.
This announcement is not intended to and does not constitute or form part of, an offer or invitation to sell or subscribe for or acquire
or exchange securities in BTG or Protherics or a solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Offer
or otherwise. The full terms and conditions of the Scheme will be set out in the Scheme Document. Protherics Shareholders are advised to
read carefully the formal documentation in relation to the Recommended Offer, once it is dispatched. In deciding whether or not to approve
the Scheme, Protherics Shareholders must rely solely on the terms and conditions of the Recommended Offer and the information contained, and
the procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Protherics Shareholders
outside the UK may be affected by the laws of the relevant jurisdictions. Protherics Shareholders outside the UK should inform themselves
about and observe any applicable requirements. It is the responsibility of each Protherics Shareholder to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control
or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This
announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and
business of BTG and Protherics and certain plans and objectives of the BTG Board and the Independent Protherics Directors with respect
thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe",
"will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made
by the BTG Board and/or the Independent Protherics Directors in light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Although the BTG Directors and Independent Protherics Directors believe that the expectations reflected in such forward-looking statements
are reasonable, they can give no assurance that such expectations will prove to have been correct and assume no obligation to update or
correct the information contained in this document and BTG and Protherics therefore caution you not to place undue reliance on these
forward-looking statements which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast and the statements in this announcement should not be interpreted to
mean that the earnings per BTG Share for the current or future financial periods will necessarily be greater than those for the relevant
preceding financial period.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of BTG or Protherics, all "dealings" in any "relevant securities" of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If
two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Protherics or BTG, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of
Rule 8.1 of the Code, all "dealings" in "relevant securities" of BTG or of Protherics by BTG or Protherics, or by any of their respective "associates", must be disclosed by no later than 12.00
noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the
companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the
Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8 you should consult the Panel.
In accordance with Rule 2.10 of the City Code, BTG confirms that it has 151,253,779 shares of 10 pence each in issue and admitted to
trading on the London Stock Exchange's main market for listed securities under the UK ISIN Code GB0001001592.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, 18 September 2008
RECOMMENDED ALL SHARE OFFER
by
BTG PLC ("BTG")
for
PROTHERICS PLC ("PROTHERICS")
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
1. Introduction
The BTG Board and the Independent Protherics Directors are pleased to announce today that they have reached agreement on the terms of a
recommended all share offer (the "Recommended Offer") by BTG for the entire issued and to be issued share capital of Protherics. It is
proposed that the Recommended Offer be implemented by way of a scheme of arrangement under part 26 of the Companies Act 2006.
The combination of BTG and Protherics is intended to create a sustainably profitable specialty pharmaceuticals business with significant
revenues and royalties from both marketed products and partnered development programmes, a broad, diversified portfolio of development
programmes, including key value drivers such as Varisolve� and CytoFab* and a strong financial position, with pro forma cash and cash
equivalents of �95 million (as at 31 March 2008).
The Enlarged Group will have enhanced growth potential, underpinned by the creation of a specialty sales force in the US, allowing for
enhanced returns on marketed products, the ability to capture more value from development products by taking these to optimal licensing
points, anticipated annualised merger cost synergies and rationalisation of the Enlarged Group's cost base approaching �20 million by
2010/11 and focus of development investment on more profitable, later-stage opportunities.
The Independent Protherics Directors, who have been so advised by Jefferies, consider the terms of the Recommended Offer to be fair and
reasonable. In providing its advice, Jefferies has taken into account the commercial assessments of the Independent Protherics Directors.
Accordingly, the Independent Protherics Directors unanimously intend to recommend Protherics Shareholders to vote in favour of the Scheme at
the Court Meeting and in favour of the Protherics Resolutions to be proposed at the Protherics EGM, as they have irrevocably undertaken to
do in respect of their own beneficial holdings of 10,357,554 Protherics Shares, representing, in aggregate, approximately 3.03 per cent of
the Protherics Shares in issue on 17 September 2008 (being the last Business Day prior to the date of this announcement).
Dr John Brown is a Director of Protherics as well as the Chairman of BTG and therefore he will not be participating in Protherics'
consideration of the Recommended Offer and will not participate in the recommendation of the Independent Protherics Directors in relation to
the Recommended Offer.
2. The Recommended Offer
The Recommended Offer involves the acquisition by BTG of the entire issued and to be issued share capital of Protherics and is to be
effected by way of a scheme of arrangement between Protherics and Scheme Shareholders under part 26 of the Companies Act 2006. Under the
terms of the Scheme, which will be subject to satisfaction or (where appropriate) waiver of the Conditions set out in Appendix I and to the
further terms to be set out in the Scheme Document, Scheme Shareholders who are on the register of members at the Scheme Record Time will
receive:
0.291 New BTG Shares for every 1 Protherics Share
and so in proportion for any other number of Scheme Shares held at the Scheme Record Time. Fractions of New BTG Shares will not be
allotted or issued pursuant to the Recommended Offer and fractional entitlements will be rounded down to the nearest whole number of New BTG
Shares.
The terms of the Recommended Offer have been agreed on the basis of a price of 206 pence for each existing BTG Share and a price of 60
pence for each Protherics Share which values the Protherics Fully Diluted Share Capital at approximately �218.1 million.
On this agreed basis, the Recommended Offer represents a premium of 45.5 per cent. to the Closing Price of a Protherics Share of 41.25
pence on 17 September 2008 (being the Business Day prior to this announcement) and a premium of 92.0 per cent. to the Closing Price of a
Protherics Share of 31.25 pence on 12 August 2008 (being the Business Day prior to the announcement by Protherics regarding potential offers
for Protherics).
Assuming no further BTG Shares are issued in the period between the date of this announcement and the Effective Date, immediately
following the Effective Date approximately 41.2 per cent. of the enlarged issued ordinary share capital of BTG will be held by former
Protherics Shareholders and approximately 58.8 per cent. will be held by BTG Shareholders.
If the Scheme becomes effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in
favour of the resolutions at the Court Meeting or the Protherics EGM.
The New BTG Shares will be issued credited as fully paid, and on identical terms to and will rank pari passu with the existing BTG
Shares, including the right to receive and retain all dividends and other distributions declared, paid or made on BTG Shares after the
Scheme becomes effective.
The maximum number of New BTG Shares to be issued in connection with the Acquisition is 105.9 million.
3. Reasons for the recommendation by the Independent Protherics Directors of the Recommended Offer
Protherics has built a significant biopharmaceutical company with a valuable revenue stream, an opportunity to sell its own products in
the US from 2010 onwards and a strong development pipeline.
The Independent Protherics Directors believe that a merger with BTG will accelerate plans for delivering a sustainably profitable
business by providing the necessary critical mass in terms of marketed and licensed products, financial resources and management expertise,
along with an enlarged development pipeline with several major value drivers.
The Independent Protherics Directors believe that a combination of the businesses presents an enhanced opportunity for investors, by
providing additional financial resource and capability to leverage the building of a US sales force, by undertaking further acquisitions and
product in-licensing to build a portfolio of products for the Enlarged Group to commercialise. In parallel, the combined business has the
opportunity to rationalise the combined pipeline to reduce costs, prioritise R&D expenditure and develop key value drivers to their optimal
licensing points.
Protherics announced on 13 August 2008 that it had received approaches from a number of parties interested in acquiring Protherics.
Other than that received from BTG, those approaches were either withdrawn or were not likely to lead to an offer being made at a level which
Independent Protherics Directors considered appropriate.
The Independent Protherics Directors therefore believe, and have been so advised by Jefferies, that for the reasons expressed above, the
interests of Protherics Shareholders are best served by the approval of the Recommended Offer and the sanction of the Scheme.
4. Background to, and reasons for, BTG's Recommended Offer
Rationale for the combination of BTG and Protherics
BTG has achieved profitability in each of the last three years through following a clear set of strategic aims leading to strong revenue
growth and cost reductions. The BTG Directors have sought to maximise the operating surplus before R&D in order to enable sufficient
investment in the key value drivers of its clinical pipeline.
BTG's strategy is to become a sustainably profitable life sciences business, generating revenues from past and future licensing deals
and eventually from direct product sales. BTG's current revenue stream is derived largely from licensing arrangements entered into at early
stages of product development and thus earning relatively modest royalty rates, but these royalties are scheduled to reduce after 2011.
Moving forward, the BTG Directors believe the Enlarged Group should seek to find opportunities to retain a greater share of product
revenues, including revenues from direct sales. In this regard, the BTG Directors believe that Protherics represents an excellent strategic
fit, with good current revenue streams from products sold through distribution deals with the opportunity to sell a number of these products
directly from 2010 onwards at enhanced profit margins.
Strengths of the Enlarged Group
The Enlarged Group will enjoy:
* Significant revenues from royalties from marketed products such as BeneFIX� and Campath�; and from sales of Protherics' marketed
critical care products including CroFab*, DigiFab* and Voraxaze*. The Enlarged Group will also benefit from the return in distribution
rights to, and the resultant anticipated increase in revenues and gross profits for, CroFab* and DigiFab*, and subject to approvals,
Voraxaze*, from 2010 onwards;
* Significant milestone, manufacturing and royalty payments should partnered programmes including CytoFab�, Campath�, TRX4, and CB7630
achieve development and sales milestones;
* Substantial potential future milestone and royalty payments from out-licensing certain pipeline programmes, including Varisolve�, the
Angiotensin Therapeutic Vaccine (ATV) and Digoxin Immune Fab (DIF);
* Strong existing cash balances; and
* Improved financial margins through achieving direct cost synergies on the elimination of duplicated activities, potential improvements
to gross margins on Protherics' critical care products from planned process improvements and through efficiencies in development and
operating activities.
The BTG Board and the Independent Protherics Directors believe that the resultant strength of the Enlarged Group will provide the
required resources with which to advance and strengthen the key value drivers in the combined development pipeline, to acquire further
programmes and products and to develop the Enlarged Group's capabilities to market and distribute its own products.
Positioned for growth and sustained profitability
The BTG Directors intend to utilise the strength of the Enlarged Group to achieve sustainable profitability through:
* Developing a rationalised pipeline of products that the Enlarged Group can commercialise itself in the future, while seeking to
out-license products where partners are required;
* Establishing a commercial operation in the US to sell its own products; and
* aining additional programmes and products that can be sold through the planned US sales force.
The BTG Directors and the Independent Protherics Directors also believe that there are several programmes which, with the potential to
generate substantial revenue streams, are key value drivers: Varisolve� is moving towards phase III development for the treatment of
varicose veins, CytoFab� is partnered with AstraZeneca and in phase II development for the treatment of severe sepsis, and the Enlarged
Group will have four further programmes in or approaching phase II studies.
Significant partnered development programme
The Enlarged Group will have a number of programmes under development by partners which, if successfully developed and launched, would
generate significant milestone and royalty payments, including:
* CytoFab* - a polyclonal antibody based product intended to treat severe sepsis, which has shown significant promise in a phase IIb
trial and is being developed by AstraZeneca;
* Campath� - a treatment for multiple sclerosis, currently in two phase III trials, being developed by Genzyme Corporation;
* TRX4 - a monoclonal antibody currently in phase III development for the treatment of type 1 diabetes by Tolerx, Inc. who signed a
worldwide development and commercialisation agreement with GlaxoSmithKline to develop TRX4 in a range of autoimmune disorders; and
* CB7630 (abiraterone acetate) - in phase III development as a treatment for prostate cancer by Cougar Biotechnology, Inc.
Substantial value in the combined development pipeline
The combined R&D activity and expenditure for the Enlarged Group was approximately �30 million for the year ended 31 March 2008 on a pro
forma basis. The BTG Directors and the Independent Protherics Directors have a combined development investment target of approximately �20
million per annum from 2010/11 onwards, as the combined development pipeline is rationalised and development investment is focused on key
value drivers.
The Enlarged Group will have a number of products which may have significant market potential should they be successfully developed and
commercialised including:
* Varisolve� - polidocanol endovenous microfoam for the treatment of varicose veins, which has completed a phase III trial in the EU and
is anticipated to commence pivotal phase III trials in the US in 2009;
* Angiotensin Therapeutic Vaccine - which is in a phase IIa proof of concept study;
* Digoxin Immune Fab - which has shown promise in a phase IIb study for the treatment of pre-eclampsia;
* BGC20-1259 - a multifunctional compound that is scheduled to enter a phase II study for the treatment of Alzheimer's disease by the
end of 2008; and
* BGC20-1531 - treating migraine - and BGC-0134 - targeting multiple sclerosis - both of which are nearing the end of phase I studies.
The Enlarged Group will seek to ensure that the maximum value is delivered from key existing development programmes and also that the
pipeline delivers additional products for the Enlarged Group to sell in the future. This will require additional products and programmes to
be acquired or in-licensed, certain existing products to be developed to proof of concept before being partnered, whilst partners will be
sought at an earlier stage for other programmes. The Enlarged Group will have greater resources and capabilities to develop products to the
optimal licensing point.
Capable and experienced management team
The Enlarged Group will be led by Dr Louise Makin as Chief Executive Officer, Rolf Soderstrom, who will join the BTG Board as Chief
Financial Officer and Christine Soden, who will move to the role of Chief Operating Officer. The Executive Directors will be supported by a
strong team of non-executive directors, led by Dr John Brown as Chairman. Dr John Brown is the existing Chairman of BTG and Senior
Non-Executive Director of Protherics.
Strong financial resources and capabilities
As at 31 March 2008, the Enlarged Group had �95 million in cash and liquid investments on a pro forma basis. This financial position,
together with expected surpluses from royalty and sales revenues and the implementation of the Enlarged Group's strategy, will assist in
achieving the goal of sustained profitability shared by both BTG and Protherics.
The Enlarged Group will also benefit from further revenues and value from potential licensing deals on pipeline programmes, as well as
the increased profitability of marketed products aided by the return of distribution rights and the creation of a US sales force. This is
intended to allow the Enlarged Group to make selective further investments in current and new R&D programmes, as well as additional products
for the proposed sales force to market.
Significant cost saving potential and operational synergies
The BTG Directors and the Independent Protherics Directors intend to target annualised cost savings of approximately �20 million by
2010/11:
* The BTG Directors and the Independent Protherics Directors consider that there are immediate opportunities, through removal of
duplicated corporate overhead costs and termination of Protherics' US ADR listing, of achieving cost savings from of over �3 million
annually by 2008/09. A further �7 million of annualised cost savings (excluding R&D) are targeted from 2009/10 onwards;
* The BTG Directors and the Independent Protherics Directors also intend to target cost reductions of approximately �10 million through
rationalising the Enlarged Group's development investment, in order to focus on the most commercially attractive programmes; and
* The BTG Directors and the Independent Protherics Directors estimate the cost of achieving the savings and reductions to be an
aggregate of �8 - 10 million arising in the financial years 2008/09 and 2009/10.
These statements of estimated cost savings relate to future actions and circumstances which, by their nature, involve risks,
uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially
different from those estimated.
5. Directors, management and employees
The Enlarged Group's Board will include Dr John Brown as Chairman, Dr Louise Makin as Chief Executive Officer and Christine Soden will
transfer from Chief Financial Officer to Chief Operating Officer. Each of the Protherics Directors have agreed to resign from the Protherics
Board on the date on which the Scheme becomes effective, although Rolf Soderstrom will join the BTG Board as Chief Financial Officer. Both
BTG and Protherics benefit from experienced management teams and the Enlarged Group intends to maintain the expertise that exists across
both companies with James Christie and Saul Komisar joining the senior management team of the Enlarged Group from Protherics. It is intended
that the services of Stuart Wallis and Dr Andrew Heath, Chairman and Chief Executive Officer of Protherics respectively, will be made
available to the Enlarged Group on a part time basis for periods of 12 and 6 months respectively following the date on which the Scheme
becomes effective.
Further details of the termination arrangements, modification of terms and consultancy arrangements will be set out in the Scheme
Document.
BTG has given assurances that, following the Scheme becoming effective, the existing employment rights, including accrued pension
rights, of Protherics' employees will be fully safeguarded and, save as in the case of the Protherics Directors as referred to above, its
plans for Protherics do not include any material changes in the terms and conditions of employment of Protherics employees.
6. Information on BTG
BTG in-licenses, develops and commercialises pharmaceuticals, targeting neurological and other disorders. BTG has a substantial and
growing revenue stream of royalties from out-licensed products, a broad internal pipeline of development programmes and a pipeline of
licensed programmes.
BTG earns royalties from products marketed by licensees. The major contributors to royalty revenues are BeneFIX� partnered by Wyeth,
treating haemophilia B, the Two-Part Hip Cup for use in hip replacement surgery and Campath�, partnered by Genzyme Corporation, for the
treatment of chronic lymphocytic leukaemia.
BTG's internal development pipeline comprises six clinical-stage development programmes, targeting neurological and other disorders. BTG
also has nine clinical stage development programmes, which are in development with its licensees.
Listed on the London Stock Exchange since 1995, BTG employs approximately 65 people in London, Philadelphia and Osaka.
7. Information on Protherics
Protherics is an international biopharmaceutical company focused on the development, manufacture and marketing of specialist critical
care and cancer products. Protherics focuses on two key sectors, critical care and cancer.
Critical care products are used in emergency rooms or intensive care units, particularly for the treatment of medical emergencies. These
include CroFab* and DigiFab* which are sold in the US and ViperaTab* which is sold in Europe on a named patient basis. Protherics also has
two major development opportunities in its critical care franchise: CytoFab* which is undergoing additional phase II development as a
treatment for severe sepsis in conjunction with licensing partner AstraZeneca; and Digoxin Immune Fab, which has completed a preliminary
phase II study and for which discussions are ongoing with potential licensing partners regarding potential next steps.
Protherics' oncology products include Voraxaze* in relation to which there is a rolling biologics licence application due to commence in
the US in the second half of 2008, as well as development programmes for Prolarix*, OncoGel* and Acadra*.
Protherics has a proven track record in drug development, biopharmaceutical manufacturing and regulatory affairs and is currently
focusing on building a specialist sales and marketing capability.
Protherics employs approximately 300 people across its operations in Europe, North America and Australasia.
8. Current trading and prospects of the Enlarged Group
BTG
For the year ended 31 March 2008, BTG generated revenue (net of revenue sharing) of �42.9 million, with net recurring royalties of �24.9
million and a surplus of net recurring royalties over operating expenses of �8.9 million. Operating profit was �16.6 million before an
impairment provision in respect of a manufacturing development facility of �8.1 million.
Since March of this year, BTG has made significant progress across its business, with the Varisolve phase II study completing with
encouraging results and two licensed programmes advancing into phase III studies.
BTG continues to operate in line with the BTG Directors' expectations, and the BTG Directors are confident of the financial and trading
prospects of BTG for the current financial year.
Protherics
For the year ended 31 March 2008, Protherics delivered trading revenues of �23.5 million, delivering organic growth of 27 per cent.
Gross margin on trading revenues increased to 47 per cent. R&D expenditure in the period was �19.1 million, reflecting planned increased
investment in the development pipeline.
Since March of this year, Protherics has made significant progress across all areas of its business.
Protherics continues to operate in line with the Independent Protherics Directors' expectations, and the Independent Protherics
Directors are confident of the financial and trading prospects of Protherics for the current financial year.
Enlarged Group
The BTG Directors and the Independent Protherics Directors believe that the combination of BTG and Protherics will create a business
with significant revenue streams, a broad and balanced pipeline and a strong financial platform from which to develop the Enlarged Group
further.
Accordingly, the BTG Directors and the Independent Protherics Directors view the Enlarged Group's prospects for the current financial
year with confidence.
9. Structure of the Acquisition and shareholder meetings
It is intended that the Acquisition will be implemented by way of a scheme of arrangement between Protherics and the Scheme Shareholders
under part 26 of the Companies Act 2006 (including a reduction of capital under section 135 of the Companies Act 1985). The purpose of the
Scheme is to allow BTG to become the owner of the entire issued share capital of Protherics. The procedure involves an application by
Protherics to the Court to sanction the Scheme, the cancellation of the Scheme Shares held by Scheme Shareholders, the application of the
reserve arising from such cancellation in paying up in full a number of new shares in Protherics (which is equal to the number of the Scheme
Shares cancelled) and issuing those new shares to BTG in consideration for which Scheme Shareholders will receive New BTG Shares on the
basis set out in paragraph 2 of this announcement.
The implementation of the Scheme is subject to satisfaction or (where appropriate) waiver of all the Conditions set out in Appendix I
and the further terms to be set out in the Scheme Document. Implementation of the Scheme is subject, amongst other things, to the approval
of a majority in number of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting representing not less than
75 per cent. in value of the Scheme Shares voted by the Scheme Shareholders. Implementation of the Scheme will also require the passing of
the Protherics Resolutions, requiring the approval of Protherics Shareholders representing at least 75 per cent. of the votes cast at the
Protherics EGM. Application will shortly be made to the Court for leave to convene the Court Meeting which (subject to the approval of the
Court) is expected to be held on 10 November 2008. It is expected that the Protherics EGM will also be convened for 10 November 2008,
immediately following the Court Meeting.
In view of its size, and in order for BTG to obtain the necessary shareholder approvals required in connection with the issue of the New
BTG Shares, the Acquisition is also conditional upon the BTG Shareholders passing the BTG Resolutions at the BTG EGM, which is expected to
be held on 3 November 2008.
Following the Meetings, the Scheme and the Reduction of Capital will only become effective once the Court sanctions the Scheme and
confirms the Reduction of Capital and copies of the Court Orders have been delivered to the Registrar of Companies in England and Wales and,
in the case of the Reduction of Capital upon the Reduction Court Order being registered by the Registrar of Companies together with a minute
of the Reduction of Capital. The Scheme is also conditional on Admission occurring (or the UK Listing Authority agreeing to admit the New
BTG Shares to the Official List and the London Stock Exchange agreeing to admit the New BTG Shares to trading on its market for listed
securities). Once the Scheme becomes effective, it will be binding on all Protherics Shareholders whether or not they attended or voted at
the Court Meeting or the Protherics EGM.
The Scheme Document setting out full details of the Acquisition and the Scheme, together with notices of the Court Meeting and the
Protherics EGM, together with the BTG Prospectus, will be posted as soon as practicable to Protherics Shareholders. At the same time, BTG
will post the BTG Circular, containing a notice convening the BTG EGM, together with a copy of the BTG Prospectus, to BTG Shareholders.
10. Implementation Agreement
Protherics and BTG have entered into an Implementation Agreement dated the date of this announcement in connection with the Recommended
Offer, pursuant to which each of the parties has undertaken, among other things, and, as promptly as practicable, to take or cause to be
taken all such reasonable steps as are within their respective powers and necessary to implement the Scheme.
Protherics has undertaken that it will make the necessary applications to Court and file such documents as may be necessary, to seek the
Court's permission to convene the Court Meeting.
Each of the parties has agreed that prior to the Scheme becoming effective or the Implementation Agreement being terminated in
accordance with its terms (whichever is earlier), each of Protherics and BTG will conduct their respective businesses in accordance with an
agreed set of principles.
As an inducement to BTG proceeding with the Recommended Offer, Protherics has agreed to pay BTG an inducement fee of �2.1 million
(inclusive of any VAT) if:
(i) a Competing Proposal in relation to Protherics (or any amendment, variation or revision of such proposal) is announced pursuant
to Rule 2.5 of the Code prior to the Acquisition lapsing or being withdrawn and such Competing Proposal subsequently becomes or is declared
wholly unconditional or is otherwise completed; or
(ii) the Independent Protherics Directors either (i) fail to recommend or (ii) withdraw or adversely modify, or qualify their
recommendation to Protherics Shareholders to vote in favour of the Scheme and the Protherics Resolutions respectively at the Court Meeting
and the Protherics EGM or (as the case may be) accept a takeover offer, and subsequently the Acquisition lapses or is withdrawn; or
(iii) the Independent Protherics Directors recommend any Competing Proposal in relation to Protherics and subsequently the
Acquisition lapses or is withdrawn.
As an inducement to Protherics proceeding with the Recommended Offer, BTG has agreed to pay Protherics an inducement fee of �2.1 million
(inclusive of any VAT) if:
(i) a Competing Proposal in relation to BTG (or any amendment, variation or revision of such proposal) is announced pursuant to Rule
2.5 of the Code prior to the Acquisition lapsing or being withdrawn and such Competing Proposal subsequently becomes or is declared wholly
unconditional or is otherwise completed; or
(ii) the BTG Directors either (i) fail to recommend; or (ii) withdraw or adversely modify or qualify their recommendation to BTG
Shareholders to vote in favour of the BTG Resolutions at the BTG EGM, and subsequently the Acquisition lapses; or
(iii) the BTG Directors recommend any Competing Proposal in relation to BTG and subsequently the Acquisition lapses or is withdrawn.
However, nothing in the Implementation Agreement shall oblige Protherics or BTG to pay any amount which the Panel would determine would
not be permitted by Rule 21.2 of the Code.
11. Irrevocable undertakings
BTG has received irrevocable undertakings to vote in favour of the resolutions at the Court Meeting and the Protherics EGM from each of
the Independent Protherics Directors in respect of their entire legal and beneficial holdings of Protherics Shares and those of their
connected and related persons amounting, in aggregate, to 10,357,554 Protherics Shares, representing approximately 3.03 per cent. of
Protherics' existing issued share capital. These undertakings will continue to be binding even in the event of a higher competing offer for
Protherics being announced, and cannot be withdrawn other than in the event of the Scheme lapsing or being withdrawn.
BTG has received irrevocable undertakings to vote in favour of the BTG Resolutions at the BTG EGM from the BTG Directors who hold BTG
Shares in respect of their entire holding of BTG Shares amounting to, in aggregate, 81,905 BTG Shares, representing approximately 0.05 per
cent. of the existing issued share capital of BTG.
Particulars of these irrevocable undertakings are contained in Appendix III to this announcement.
12. Protherics Share Schemes and instruments convertible into Protherics Shares
The Scheme will extend to any Protherics Shares that are unconditionally allotted or issued pursuant to the exercise of options or
vesting of awards under the Protherics Share Schemes, or the exercise of conversion rights in relation to instruments convertible into
Protherics Shares, in each case on or prior to the Reduction Record Time.
Appropriate proposals will be made to participants in the Protherics Share Schemes and to holders of instruments convertible into
Protherics Shares (other than the Protherics Convertible Loan Notes) at the same time as the Scheme Document is posted to Scheme
Shareholders or as soon as possible thereafter. Details of these proposals will be set out in the Scheme Document and, in the case of the
Protherics Share Schemes, in separate letters to be sent to participants in the Protherics Share Schemes.
In the case of the Protherics Convertible Loan Notes, Protherics intends shortly to exercise its right compulsorily to convert the
Protherics Convertible Loan Notes into Protherics Shares in accordance with their terms, with the date of conversion to be 30 days after
notice is sent. The Protherics Shares arising on such conversion will therefore constitute Scheme Shares and will entitle the holders to
participate in the Scheme (including the right to vote at the Court Meeting and the Protherics EGM).
13. Settlement, listing and dealings
Prior to the Scheme becoming effective, Protherics will make an application to the UK Listing Authority and to the London Stock Exchange
for the cancellation of the Protherics Shares from listing on the Official List and trading on the London Stock Exchange's main market for
listed securities respectively. Accordingly, if the Scheme is sanctioned by the Court and the other conditions to the Scheme are waived or
satisfied, it is expected that the Protherics Shares will cease to be listed on the Official List and traded on the London Stock Exchange's
main market for listed securities on or before 8.00 a.m. on the Effective Date and that the last day of dealings in Protherics Shares will
be 3 December 2008.
On the Effective Date, share certificates in respect of Protherics Shares will cease to be valid and should, if so requested by
Protherics, be sent to Protherics for cancellation. In addition, on the Effective Date entitlements to Protherics Shares held within the
CREST system will be cancelled. It is proposed that following the Effective Date and after its shares have been delisted, Protherics will be
re-registered as a private limited company.
The New BTG Shares are to be issued in registered form. Settlement of the New BTG Shares to which Protherics Shareholders are entitled
is expected to occur as soon as possible after the Effective Date and in any event within 14 days of the Effective Date.
Protherics intends to apply for a cancellation of its Nasdaq ADR Listing as soon as practicable following this announcement. Such
cancellation will not be conditional on the Scheme becoming effective.
14. Overseas Protherics shareholders
Protherics Shareholders who are resident in, ordinarily resident in, or who are citizens of any jurisdiction outside the UK ("Overseas
Protherics Shareholders") should consult their independent professional advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to participate in the Recommended Offer. If a Protherics Shareholder is in
any doubt as to his eligibility to participate in the Recommended Offer, he should contact his independent professional adviser
immediately.
The implications of the Scheme for Overseas Protherics Shareholders may be affected by the laws of the relevant jurisdictions. Such
Overseas Protherics Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of
each Overseas Protherics Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the
payment of any issue, transfer or other taxes in such jurisdictions.
15. Expected timetable of principal events
Posting of the Scheme Document 16 October 2008
BTG EGM on 3 November 2008
Court Meeting on 10 November 2008
Protherics EGM on 10 November 2008
Court hearing to sanction the Scheme 1 December 2008
Reduction Record Time 6 p.m. on 2 December
2008
Court hearing to sanction the Reduction of 3 December 2008
Capital
Scheme Record Time 6 p.m. on 3 December
2008
Effective Date of the Scheme 4 December 2008
De-listing of Protherics Shares 8.00 a.m. on 4
December 2008
Commencement of dealings on the London Stock 8.00 a.m. on 4
Exchange in New BTG Shares and crediting of New December 2008
BTG Shares to CREST accounts
Latest date for despatch of share certificates 18 December 2008
in respect of New BTG Shares.
16. Disclosure of interests in Protherics shares
Save with regard to the 22,500 Protherics Shares held by Dr John Brown, as at the time of this announcement neither BTG (nor any of its
directors) nor, so far as BTG is aware, any person acting in concert with BTG, has any interest in, any right to subscribe for, or has
borrowed or lent any Protherics Shares or any securities convertible or exchangeable into Protherics Shares ("Relevant Securities"), nor
does any such person hold any short positions in relation to Relevant Securities (whether conditional or absolute and whether in the money
or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Securities. For these purposes,
"arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Securities which may be an inducement to deal or refrain from dealing in such securities.
In view of the requirement for confidentiality and therefore the availability to BTG of all relevant persons who are presumed to be
acting in concert with BTG to provide information, BTG has not made any enquiries in this respect of certain parties who may be deemed by
the Panel to be acting in concert with it for the purposes of the Recommended Offer. Any such additional interest(s) or dealing(s) will be
discussed with the Panel and, if appropriate, will be disclosed in the Scheme Document or announced if requested by the Panel.
17. Enquiries
BTG
Dr Louise Makin, Chief Executive Officer Tel: 020 7575 0000
Christine Soden, Chief Financial Officer
Protherics
Dr Andrew Heath, Chief Executive Officer Tel: 020 7246 9950
Rolf Soderstrom, Chief Financial Officer
Rothschild (financial adviser to BTG)
Dr Lynn Drummond Tel: 020 7280 5000
Jefferies (financial adviser to Protherics)
Ian Crosbie Tel: 020 7029 8000
Chris Snoxall (corporate broking)
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
Nomura Code Securities (broker to
Protherics) Tel: 020 7776 1200
Chris Collins
Financial Dynamics
Ben Atwell Tel: 020 7831 3113
18. Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and
business of BTG and Protherics and certain plans and objectives of the BTG Board and the Independent Protherics Directors with respect
thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe",
"will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made
by the BTG Board and/or the Independent Protherics Directors in light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Although the BTG Directors and the Independent Protherics Directors believe that the expectations reflected in such forward-looking
statements are reasonable, they can give no assurance that such expectations will prove to have been correct and assume no obligation to
update or correct the information contained in this document and BTG and Protherics therefore caution you not to place undue reliance on
these forward-looking statements which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast and the statements in this announcement should not be interpreted to
mean that the earnings per BTG Share for the current or future financial periods will necessarily be greater than those for the relevant
preceding financial period.
19. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of BTG or of Protherics, all "dealings" in any "relevant securities" of that company (including by
means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the
date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of BTG or Protherics, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of
Rule 8.1 of the Code, all "dealings" in "relevant securities" of BTG or of Protherics by BTG or Protherics, or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of
the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the
Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, you should consult the Panel.
20. General
BTG reserves the right, with the consent of the Panel, to elect to implement the Recommended Offer by making a takeover offer for the
entire issued and to be issued share capital of Protherics. If BTG elects to implement the Recommended Offer by a takeover offer, that offer
will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme,
except that the Acquisition may exclude Protherics Shareholders resident in certain overseas jurisdictions. Further, if sufficient
acceptances of any such offer are received and/or sufficient Protherics Shares are otherwise acquired, it is the intention of BTG to acquire
compulsorily any outstanding Protherics Shares to which such offer relates.
This announcement is not intended to and does not constitute or form part of, an offer or invitation to sell or subscribe for or acquire
or exchange securities in BTG or Protherics or a solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Offer
or otherwise. The full terms and conditions of the Scheme will be set out in the Scheme Document. Protherics Shareholders are advised to
read carefully the formal documentation in relation to the Recommended Offer, once it is dispatched. In deciding whether or not to approve
the Scheme, Protherics Shareholders must rely solely on the terms and conditions of the Recommended Offer and the information contained, and
the procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Protherics Shareholders
outside the UK may be affected by the laws of the relevant jurisdictions. Protherics Shareholders outside the UK should inform themselves
about and observe any applicable requirements. It is the responsibility of each Protherics Shareholder to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control
or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This
announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
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 Recommended Offer nor any other matter referred to
in this announcement.
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 Recommended Offer nor any other
matter referred to in this announcement.
21. Appendices
Appendix I sets out the Conditions for implementation of the Recommended Offer and the Scheme.
Appendix II sets out the bases and sources of information from which the financial calculations used in this announcement have been
derived.
Appendix III contains particulars of the irrevocable undertakings referred to in paragraph 11 of this announcement.
Appendix IV contains the definitions of terms used in this announcement (including this summary).
Appendix I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by not later than 31 March 2009, or
such later date (if any) as Protherics and BTG may, with the consent of the Panel (if required) agree and the Court may allow.
Part A: Conditions of the Acquisition
1. The Scheme is conditional upon:
1.1 the approval of the Scheme by a majority in number of Scheme Shareholders (or any relevant class or classes thereof), present and
voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) representing three-fourths or more in
value of the Scheme Shares voted by those Scheme Shareholders;
1.2 the resolution(s) required to implement the Scheme and set out in the notice of the Protherics EGM being duly passed by the
requisite majority at the Protherics EGM (or at any adjournment of such meeting); and
1.3 the sanction (with or without modification, any such modification being on terms reasonably acceptable to Protherics and BTG) of
the Scheme and the confirmation of the Reduction of Capital by the Court being obtained and office copies of the Court Orders being filed
with, and in the case of the Reduction Court Order registered by, the Registrar of Companies.
2. In addition, subject as stated in Part B below, the Acquisition is conditional upon the following matters, and accordingly the
necessary actions to make the Scheme effective will not be taken unless such Conditions have been satisfied (where capable of satisfaction),
or waived, prior to the Scheme being sanctioned by the Court in accordance with paragraph 1 above:
2.1 the passing at the BTG EGM (or any adjournment thereof) of such resolution or resolutions as are necessary to approve, implement
and effect the Acquisition (as such resolutions are set out in the BTG Circular) including a resolution to increase the authorised share
capital of BTG and to authorise the allotment of the New BTG Shares;
2.2 Admission to the Official List of the New BTG Shares becoming effective in accordance with the Listing Rules and the Admission of
the New BTG Shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with its
admission and disclosure standards or the UK Listing Authority agreeing to admit the New BTG Shares to the Official List and the London
Stock Exchange agreeing to admit the New BTG Shares to trading on its market for listed securities;
2.3 no central bank, government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court,
institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of
the foregoing) any other person or body having statutory or regulatory competence in any jurisdiction (each a "Relevant Authority") having
decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed
any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute,
legislation or order, which would or might reasonably be expected to:
(i) make the Acquisition or its implementation or the acquisition of shares in, or control of, Protherics by any member of the BTG
Group, illegal, void or unenforceable in or under the laws of any jurisdiction or directly or indirectly otherwise, to an extent which is
material, restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Acquisition or the acquisition of any shares in, or control of Protherics by any member of the BTG Group or any
matters arising therefrom;
(ii) require, prevent, delay or affect the divestiture (or alter the terms of any proposed divestiture) by any member of the Wider
BTG Group or Wider Protherics Group of all or any portion of their respective businesses, assets or properties or of any Protherics Shares
or other securities in Protherics or impose any limitation on the ability of any of them to conduct their respective businesses or own their
respective assets or properties or any part thereof, in any such case to an extent which is material in the context of the Wider BTG Group,
or the Wider Protherics Group, as the case may be, taken as a whole;
(iii) impose any material limitation on the ability of any member of the Wider BTG Group to acquire or hold or exercise effectively,
directly or indirectly, all rights attaching to all or any of the Protherics Shares (whether acquired pursuant to the Acquisition or
otherwise);
(iv) other than in connection with the Acquisition, require any member of the Wider BTG Group or the Wider Protherics Group to
acquire or to offer to acquire any shares or other securities or rights thereover in any member of the Wider Protherics Group owned by any
third party, in any such case to an extent which is material in the context of the Wider BTG Group, or the Wider Protherics Group, as the
case may be, taken as a whole;
(v) impose any limitation on the ability of any member of the Wider BTG Group or the Wider Protherics Group to integrate or
co-ordinate its business, or any part of it, with the business of any other member of the Wider BTG Group or the Wider Protherics Group in
any such case to an extent which is material in the context of the Wider BTG Group or the Wider Protherics Group, as the case may be, taken
as a whole; or
(vi) otherwise adversely affect any or all of the businesses, assets, financial or trading position, prospects or profits of any
member of the Wider BTG Group or the Wider Protherics Group or the exercise of any rights attaching to the shares of any company in the
Protherics Group, in any such case to an extent which is material in the context of the Wider BTG Group, or the Wider Protherics Group, as
the case may be, taken as a whole,
and all applicable waiting or other time periods during which such Relevant Authority could take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene in respect of the Acquisition, having expired,
lapsed or been terminated;
2.4 (i) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction,
deemed reasonably necessary or appropriate by BTG in respect of the Acquisition, being obtained in terms and in a form satisfactory to BTG
(acting reasonably) from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or
bodies with whom any member of the Wider BTG Group or the Wider Protherics Group has entered into contractual arrangements or which are
necessary for Protherics or any member of the Protherics Group to carry on its business; (ii) all such material authorisations, orders,
grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any
intention to revoke, suspend, restrict, modify or not to renew the same and all necessary notifications, applications and filings having
been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated
and (iii) all material statutory or regulatory obligations in any jurisdiction in respect of the Acquisition or the proposed acquisition of
Protherics by BTG having been complied with;
2.5 appropriate assurances being received, in terms satisfactory to BTG (acting reasonably), from the Relevant Authorities or any
party with whom any member of the Wider Protherics Group has any contractual or other relationship that the interests held by any member of
the Wider Protherics Group under any material licences, leases, consents, permits and other rights will not be materially and adversely
amended or otherwise materially and adversely affected by the Acquisition or the proposed acquisition of Protherics or any matters arising
therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to
revoke or amend any of the same;
2.6 save as Disclosed, there being no provision of any agreement, instrument, permit, licence or other arrangement to which any
member of the Wider Protherics Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of
the Acquisition or the proposed acquisition of Protherics or because of a change in the control or management of Protherics or any member of
the Protherics Group or otherwise, would or might reasonably be expected to have the result (which, in any such case is material and adverse
in the context of the Wider Protherics Group taken as a whole), that:
(a) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider
Protherics Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement,
instrument or other arrangement or the ability of any member of the Wider Protherics Group to borrow monies or incur indebtedness is
withdrawn, inhibited or adversely affected or becomes capable of being withdrawn or inhibited;
(b) any mortgage, charge or other security interest is created over the whole or any material part of the business, property or
assets of any member of the Wider Protherics Group or any such security interest (whenever arising) becomes enforceable;
(c) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any
member of the Wider Protherics Group therein, is terminated, adversely modified or adversely affected, or any adverse action is taken or
onerous obligation or liability arises thereunder;
(d) the value of any member of the Wider Protherics Group or its financial or trading position is adversely affected;
(e) any material asset of any member of the Wider Protherics Group is or falls to be disposed of or charged other than in the
ordinary course of business;
(f) the rights, liabilities, obligations or interests or business of any member of the Wider Protherics Group in or with any other
person, firm or company (or any arrangement relating to such interest or business) are terminated, adversely modified or adversely affected;
or
(g) any member of the Wider Protherics Group ceases to be able to carry on business under any name under which it currently does so;
2.7 since 31 March 2008 and save as Disclosed, no member of the Protherics Group having:
(a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or
proposed the issue of or granted or agreed to grant securities convertible into or rights, warrants or options to subscribe for or acquire
such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any
part of its share capital, save as between Protherics and wholly owned subsidiaries of Protherics and save for the issue of Protherics
Shares pursuant to or in connection with rights granted under, or the grant of rights under, Protherics Share Schemes which have been
Disclosed;
(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution
other than dividends lawfully paid to other members of the Protherics Group;
(c) authorised or proposed or announced its intention to propose any merger or demerger or acquisition or disposal or transfer of
assets or shares or securities (other than to other members of the Protherics Group) or any material change in its share or loan capital;
(d) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability,
in each case of an aggregate amount that is material in the context of the Wider Protherics Group taken as a whole;
(e) (save for transactions between members of the Protherics Group) disposed of or transferred, mortgaged or encumbered any asset or
any right, title or interest in any asset or entered into or varied or terminated any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long term or onerous or unusual nature or which involves or might reasonably be
expected to involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so,
where in each such case it is material in the context of the Wider Protherics Group taken as a whole;
(f) other than pursuant to the Acquisition (and save for transactions between members of the Protherics Group) entered into or varied
or proposed to enter into or vary any contract, commitment, arrangement or other transaction which is of a long term or unusual or onerous
nature or is otherwise than in the ordinary course of business or announced any intention to do so, that is material in the context of the
Wider Protherics Group taken as a whole;
(g) implemented or authorised any reconstruction, amalgamation or other transaction (other than pursuant to the Acquisition and save
for transactions between members of the Protherics Group) which is, in any case, material in the context of the Wider Protherics Group taken
as a whole;
(h) entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Protherics;
(i) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of
all or any of its assets and revenues or the appointment of any analogous person in any jurisdiction;
(j) (other than in respect of claims between members of the Protherics Group) waived or compromised or settled any claim other than
in the ordinary course of business, which is material in the context of the business of the Wider Protherics Group taken as a whole;
(k) (other than pursuant to the Acquisition and as envisaged in accordance with the terms of the Scheme) made any amendment to its
memorandum or articles of association or other constitutional documents;
(l) made or agreed or consented to any significant change to the terms of the trust deeds or rules constituting the pension schemes
established for its directors, employees or their dependants; or to the benefits which accrue or to the pensions which are payable
thereunder or to the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined
or the basis upon which the liabilities (including pensions) of such pension schemes are funded or made or agreed or consented to any change
to the trustees including the appointment of a trust corporation;
(m) entered into any contract, commitment, transaction or arrangement which is or may be restrictive in a material way on the
business of any member of the Wider Protherics Group;
(n) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(o) modified in any respect the terms of the Protherics Share Schemes or proposed, agreed to provide, or modified in any respect any
other share option scheme or incentive scheme relating to the employment or termination of employment of any person employed by the Wider
Protherics Group, in each case to the extent material in the context of the Wider Protherics Group taken as a whole; or
(p) entered into any contract, commitment or agreement or passed any resolution or made any offer (which remains open) with respect
to, or proposed or announced any intention to effect or propose any of the transactions, matters or events referred to in this condition
2.7; and
2.8 since 31 March 2008 and save as Disclosed:
(a) no litigation, arbitration, prosecution or other legal proceedings or investigation by any Relevant Authority having been
instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Protherics Group or to
which any member of the Wider Protherics Group is or may become a party (whether as plaintiff, defendant or otherwise), and no enquiry or
investigation by any Relevant Authority or other investigative body having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of any member of the Protherics Group which in any such case would have a material adverse
effect on the Wider Protherics Group taken as a whole;
(b) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of
the Wider Protherics Group, which is material in the context of the Wider Protherics Group taken as a whole;
(c) no contingent or other liability in respect of any member of the Wider Protherics Group having arisen which would or might
reasonably be expected materially and adversely to affect any member of the Wider Protherics Group and which in any such case is material in
the context of the Wider Protherics Group taken as a whole; and
(d) no steps having been taken and no omissions having been made which would or would be reasonably likely to result in the
withdrawal, cancellation, termination or adverse modification of any licence held by any member of the Wider Protherics Group which is
necessary for the proper carrying on of its business and which, in any such case, is material in the context of the Wider Protherics Group
taken as a whole; and
2.9 save as Disclosed, BTG not having discovered that:
(a) any business, financial or other information concerning any member of the Protherics Group that has been Disclosed, either
contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which,
in any such case, is material in the context of the Wider Protherics Group taken as a whole;
(b) any member of the Wider Protherics Group is subject to any liability, actual or contingent, arising other than in the ordinary
course of business and which in each such case is material in the context of the Wider Protherics Group taken as a whole;
(c) any past or present member of the Wider Protherics Group has not complied with all applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or
emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human or animal health or
otherwise relating to environmental matters (which non-compliance might reasonably be expected to give rise to any liability (whether actual
or contingent) or cost on the part of any member of the Wider Protherics Group) or that there has otherwise been any such disposal,
discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or
regulations and wherever the same may have taken place) which in any such case might reasonably be expected to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider Protherics Group and which in each such case is material, in the context of the Wider Protherics Group taken as a whole;
(d) there is or is reasonably likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up
any property now or previously owned, occupied or made use of or controlled by any past or present member of the Wider Protherics Group or
any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or
otherwise in any jurisdiction, in each case to an extent which is material in the context of the Wider Protherics Group taken as a whole;
(e) circumstances exist (whether as a result of the Acquisition of otherwise) which might reasonably be expected to lead to any
Relevant Authority instituting, or any member of the Wider Protherics Group might reasonably be expected to be required to institute, an
environmental audit or take any other steps which in any such case might reasonably be expected to result in any actual or contingent
liability to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or
previously owned, occupied or made use of or controlled by any member of the Wider Protherics Group, which in each case, are material in the
context of the Wider Protherics Group taken as a whole; or
(f) circumstances exist whereby a person or class of persons might reasonably be expected to have any claim or claims in respect of
any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present
member of the Wider Protherics Group which in each such case, are material in the context of the Wider Protherics Group taken as a whole.
Part B: Waiver of Conditions and further terms of the Acquisition
3. BTG reserves the right to waive, in whole or in part, all or any of Conditions 2.3 to 2.9 (inclusive). BTG shall be under no
obligation to waive or treat as satisfied any of such Conditions by a date earlier than the date specified above for the satisfaction
thereof notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment.
4. If BTG is required by the Panel to make an offer for Protherics Shares under the provisions of Rule 9 of the Code, BTG may make
such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
5. The Acquisition will lapse and the Scheme will not proceed if the European Commission initiates proceedings under Article 6(1)(c)
of the EC Merger Regulation or the Acquisition is referred to the Competition Commission before the date of the Court Meeting.
Part C: Certain further terms of the Acquisition
6. BTG reserves the right, with the consent of the Panel and the consent (such consent not to be unreasonably withheld or delayed) of
Protherics, to elect to implement the Acquisition by way of a takeover offer. In such event, such offer will be implemented on the same
terms (subject to appropriate amendments including (without limitation) an acceptance condition set at 90 per cent. (or such lesser
percentage (being more than 50 per cent.) as BTG may decide) of the shares to which such offer relates and of the voting rights carried by
those shares) so far as applicable, as those which would apply to the Scheme.
7. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about any applicable requirements.
8. If the Scheme is effected, the new Protherics Shares to be issued pursuant to the Scheme will be acquired by BTG fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in
full all dividends and other distributions (if any) declared, made or paid on or after the effective date of the Scheme. Under the terms of
the Acquisition, each Protherics Shareholder will forego all rights to any future dividend or undeclared dividends or other returns of
capital of Protherics.
This document and any rights or liabilities arising hereunder, together with the Acquisition and the Scheme, will be governed by English
law and will be subject to the jurisdiction of the English Courts. The rules and regulations of the FSA and the rules contained in the Code,
so far as they are appropriate, will apply to the Acquisition.
Appendix II
Bases and Sources of Financial Information
Save as otherwise stated, the following constitute the bases and sources of certain information referred to in this announcement:
1. Historic financial information relating to Protherics has been extracted without material adjustment from the relevant published
audited reports and accounts of Protherics.
2. Historic financial information relating to BTG has been extracted without material adjustment from the relevant published audited
reports and accounts of BTG.
3. Reference to the Protherics Fully Diluted Share Capital assumes:
(a) 342,213,558 Protherics Shares in issue;
(b) Protherics Convertible Loan Notes with an aggregate nominal value of �2,032,102 (carrying conversion rights over 8,128,048
Protherics Shares in aggregate) outstanding; and
(c) the vesting of all awards and exercise of all options (where such options have an exercise price of not more than 60 pence)
issued and outstanding over Protherics Shares, representing 13,191,861 Protherics Shares in aggregate,
in each case as at 17 September 2008 (being the Business Day prior to the date of this announcement).
4. Unless otherwise stated, all prices quoted for shares are Closing Prices.
5. The percentage ownership of the Enlarged Group held by former Protherics Shareholders and existing BTG Shareholders is based on
the enlarged issued share capital of BTG following the Acquisition, being the aggregate of 151,253,779 BTG Shares in issue on 17 September
2008 (source: BTG registrar) and approximately 105.9 million New BTG Shares to be issued pursuant to the Recommended Offer.
6. The combined cash and liquid investments of BTG and Protherics are an aggregate of the cash and liquid investments of each company
as extracted from the BTG audited financial statements for the financial year ended 31 March 2008 and the Protherics audited financial
statements for the financial year ended 31 March 2008 (before taking into account any Acquisition costs).
Appendix III
Details of Irrevocable Undertakings
The following persons, all of whom are Independent Protherics Directors, have given irrevocable undertakings to BTG as described in
paragraph 11 of this announcement in respect of the number of Protherics Shares set out below (and any further shares acquired by them prior
to the completion of the Scheme):
Name Number of Protherics Shares
Dr Andrew Heath 419,810
Gary Watts 90,000
Jacques Gonella 9,162,017
James Christie 31,885
Rolf Soderstrom 20,000
Saul Komisar 67,153
Stuart Michael Wallis 566,689
Total 10,357,554
The following persons, all of whom are BTG Directors, have given irrevocable undertakings to BTG and Protherics as described in
paragraph 11 of this announcement in respect of the number of BTG Shares set out below (and any further shares acquired by them prior to the
completion of the Scheme):
Name Number of BTG Shares
Peter Chambr 3,000
Dr Louise Makin 56,905
Christine Soden 22,000
Total 81,905
Each of the undertakings given by the above named Independent Protherics Directors and BTG Directors shall terminate and be of no
further force and effect upon the first to occur of:
1. a Scheme Document or (if, in accordance with the terms of the Implementation Agreement BTG has elected to implement the
Recommended Offer by way of a takeover offer) an offer document relating to the offer (an "Offer Document") not being issued prior to 31
October 2008 (or such other date as BTG and Protherics may, with the consent of the Panel agree);
2. a Scheme Document having been issued and the Scheme not having become effective by 31 March 2009 (or such later date as BTG and
Protherics may, with the consent of the Panel, agree) and prior to that time BTG not having issued an Offer Document;
3. an Offer Document having been issued prior to 31 March 2009 (or such later date as BTG and Protherics may, with the consent of the
Panel, agree) and the Offer having lapsed or been withdrawn; and
4. the Acquisition becoming effective or otherwise completing.
These irrevocable undertakings will continue to be binding on such persons even in the event that a third party makes a higher competing
offer for Protherics or (as the case may be) BTG.
Appendix IV
Definitions
Acquisition means the recommended acquisition of the entire issued, and to be
issued share capital of Protherics by BTG to be implemented by way
of the Scheme (or, should BTG elect, with the consent of
Protherics, by means of a takeover offer) on the terms and subject
to the Conditions set out in this announcement and the Scheme
Document and any subsequent revision, variation, extension or
renewal thereof (such agreed terms and Conditions also being set
out in the Scheme Document).
Admission means the admission of the New BTG Shares (i) to the Official List
and (ii) to trading on the London Stock Exchange*s market for
listed securities in accordance with the Admission and Disclosure
Standards.
Admission and Disclosure means the requirements contained in the publication *Admission and
Standards Disclosure Standards* (as amended from time to time) containing,
among other things, the admission requirements to be observed by
companies seeking admission to trading on the London Stock
Exchange*s market for listed securities.
BTG means BTG plc, registered in England and Wales (registered number
2670500).
BTG Board means the board of directors of BTG.
BTG Circular means the circular to be sent to BTG Shareholders convening the
BTG EGM.
BTG Directors means the directors of BTG as at the date of this announcement and
BTG Director means any one of them.
BTG EGM means the extraordinary general meeting of BTG to be convened in
connection with the Acquisition, including any adjournment
thereof.
BTG Group means BTG and its subsidiaries and, where the context requires,
each one of them.
BTG Prospectus means the prospectus or prospectus equivalent document proposed to
be published by BTG in connection with the Admission of the New
BTG Shares.
BTG Resolutions means the resolutions to be proposed at the BTG EGM for the
purposes of approving and implementing the Acquisition.
BTG Shareholders means holders of BTG Shares.
BTG Shares means ordinary shares of 10 pence each in the capital of BTG
(including, if the context so requires, the New BTG Shares).
BTG Share Schemes means the BTG Employees' Share Option Plan, the BTG Sharesave
Scheme, the BTG Restricted Share Scheme, the BTG 2003 Unapproved
Share Option Scheme, the BTG Deferred Share Bonus Plan and the BTG
Performance Share Plan.
Business Day means a day (excluding Saturdays and Sundays or public holidays in
England and Wales) on which banks generally are open for business
in London for the transaction of normal banking business.
Closing Price means the closing middle market quotation of a share at the close
of business on a particular trading day as derived from the
Official List published for that day.
Code means The City Code on Takeovers and Mergers.
Competing Proposal means a proposed offer, tender offer, merger, acquisition, scheme
of arrangement, recapitalisation or other combination (including a
transaction involving a dual listed company structure) whether or
not subject to any pre-conditions and howsoever implemented
relating to any direct or indirect acquisition or purchase of 50
per cent. or more of Protherics Shares or (as the case may be) BTG
Shares or all or substantially all of the business and assets of
Protherics or (as the case may be) BTG and their respective
subsidiaries proposed by any third party.
Conditions means the conditions to the implementation of the Acquisition
(including the Scheme), which are set out in Appendix I to this
announcement.
Court means the High Court of Justice in England and Wales.
Court Meeting means the meeting (and any adjournment thereof) of the holders of
Scheme Shares convened by the Court under section 896 of the
Companies Act 2006 to consider and, if thought fit, approve the
Scheme.
Court Orders means the Reduction Court Order and the Scheme Court Order.
CREST means the relevant system, as defined in the CREST Regulations (in
respect of which Euroclear UK & Ireland Limited is operator as
defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities Regulations 1995 (SI 1995 No.
93/3272), as amended.
Disclosed means disclosed in:
(a) the 2008 annual report and accounts of Protherics (including
the audited consolidated financial statements of Protherics for
the year ended 31 March 2008); or
(b) any documents delivered to any director, officer or employee
of BTG or any professional advisers engaged by BTG in connection
with the Acquisition by or on behalf of Protherics at any time
prior to 6.00 p.m. on 17 September 2008;or
(c) any public announcement released by or on behalf of Protherics
to a Regulatory Information Service at any time prior to 6.00 p.m.
on 17 September 2008.
Effective Date means the date on which the Scheme becomes effective in accordance
with its terms.
Enlarged Group means the BTG Group, including Protherics and its subsidiaries
following the Acquisition becoming effective.
Excluded Shares means any Protherics Shares registered in the name of or
beneficially owned by BTG or any subsidiary undertaking (as
defined in the 1985 Act) of BTG as at or prior to the Reduction
Record Time.
Financial Services Authority means The Financial Services Authority.
or FSA
FSMA means the Financial Services and Markets Act 2000 (as amended).
Implementation Agreement means the implementation agreement between BTG and Protherics
dated 18 September 2008.
Independent Protherics means all of the directors of Protherics as at the date hereof
Directors except Dr John Brown.
Jefferies means Jefferies International Limited.
Listing Rules means the listing rules made by the UK Listing Authority for the
purposes of Part VI of FSMA.
London Stock Exchange means London Stock Exchange plc.
Meetings means the Court Meeting, the Protherics EGM and the BTG EGM.
New BTG Shares means the BTG Shares proposed to be issued and credited as fully
paid to Scheme Shareholders pursuant to the Acquisition.
Official List means the Official List of the UK Listing Authority.
Panel means the Panel on Takeovers and Mergers.
Protherics means Protherics plc, registered in England and Wales (registered
number 2459087).
Protherics Board means the board of directors of Protherics.
Protherics Convertible Loan means the six per cent. unsecured convertible loan notes 2010 of
Notes Protherics.
Protherics Directors means the directors of Protherics as at the date of this
announcement and Protherics Director means any one of them.
Protherics EGM means the general meeting of Protherics convened for the purpose
of passing the Protherics Resolutions, including any adjournment
thereof.
Protherics Fully Diluted Share has the meaning set out in Appendix II.
Capital
Protherics Group means Protherics and its subsidiaries and, where the context
requires, each one of them.
Protherics Resolutions means the resolution(s) to be proposed at the Protherics EGM for
the purposes of approving the Reduction of Capital and certain
amendments to the articles of association of Protherics, together
with such other matters as may be agreed between Protherics and
BTG as necessary or desirable for the purposes of implementing the
Acquisition.
Protherics Shareholders mean the holders of Protherics Shares.
Protherics Share Schemes means the Protherics Approved Executive Share Option Scheme, the
Protherics Unapproved Share Option Scheme, the Protherics 2005
Executive Share Option Plan, the Protherics Savings Related Share
Option Scheme, the Protherics 2005 Long Term Incentive Plan, the
Protherics 2005 Deferred Bonus Plan and the various individual
option arrangements under which options have been granted over
Protherics Shares to employees.
Protherics Shares means ordinary shares of 2 pence each in the capital of
Protherics.
pounds or � means UK pounds sterling, the lawful currency of the United
Kingdom.
Recommended Offer means the Acquisition, the Scheme and the Reduction of Capital.
Reduction Court Order means the order of the Court confirming the Reduction of Capital.
Reduction of Capital means the proposed reduction of capital under section 135 of the
Companies Act 1985 associated with the Scheme.
Reduction Record Time means 6.00 p.m. on the last Business Day before the date of the
hearing at which the Reduction Court Order will be sought.
Regulatory Information Service means any of the information services set out in Appendix 3 to the
Listing Rules.
Rothschild means NM Rothschild & Sons London.
Scheme means the scheme of arrangement under part 26 of the Companies Act
2006 to be proposed by Protherics to the Protherics Shareholders
with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Protherics and BTG.
Scheme Court Order means the order of the Court, granted at the Court hearing to
sanction the Scheme, sanctioning the Scheme under section 899 of
the Companies Act 2006.
Scheme Document or Scheme means the document to be dispatched by Protherics to, amongst
Documentation others, Protherics Shareholders containing, amongst other things,
the terms and conditions of the Acquisition, the Scheme, the
explanatory statement required by section 897 of the Companies Act
2006, and the notices of the Meetings (other than the BTG EGM).
Scheme Record Time means 6.00 p.m. on the Business Day immediately prior to the
Effective Date.
Scheme Shareholders means the holders of Scheme Shares.
Scheme Shares means the Protherics Shares:
(a) in issue at the date of the Scheme Document;
(b) any issued after the date of the Scheme Document and before
the voting record time in respect of the Court Meeting; and
(c) any issued on or after the voting record time in respect of
the Court Meeting but on or before the Reduction Record Time
either on terms that the original or subsequent holders thereof
shall be bound by the Scheme or in respect of which the holder
thereof shall have agreed in writing to be bound by the Scheme,
but excluding any Excluded Shares.
subsidiary and subsidiaries to be construed in accordance with the Companies Act 2006.
UK Listing Authority means the Financial Services Authority acting in its capacity as
the competent authority for the purposes of Part VI of the FSMA.
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland.
US, USA or United States means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia.
Wider BTG Group means BTG Group and its subsidiary undertakings, associated
undertakings and any other body corporate, partnership, joint
venture or person in which the BTG Group and such undertakings
(aggregating their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the equivalent.
Wider Protherics Group means Protherics Group and its subsidiary undertakings, associated
undertakings and any other body corporate, partnership, joint
venture or person in which the Protherics Group and such
undertakings (aggregating their interests) have an interest of
more than 20 per cent. of the voting or equity capital or the
equivalent.
Unless otherwise stated, all references in this announcement to times are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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