BTG plc: Result of EGM

BTG plc: Result of EGM

BTG plc: Result of EGM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

London, 5 November 2008

BTG PLC ("BTG")

 

Offer Update: Result of Shareholder Meeting

 

The BTG Board is pleased to announce that, at the BTG Extraordinary General Meeting (the "Shareholder Meeting") held earlier today in relation to the recommended offer for Protherics PLC ("Protherics") by BTG (the "Proposed Acquisition"), the Proposed Acquisition received the overwhelming support of BTG Shareholders, and the resolutions necessary to approve the Proposed Acquisition were passed by the requisite majorities.

The number of proxy votes lodged for each resolution before the meeting was as follows:

 

Total For*

Total Against

Votes Withheld

Resolution

No. of votes

%age of vote

No. of votes

%age of vote

No. of votes

1. To approve the acquisition of Protherics PLC

98,766,102

99.88

82,564

0.08

299,464

2. To allot equity securities for cash

99,042,951

99.87

85,042

0.09

14,693


*Figures do not include discretionary votes.

Implementation of the Scheme of Arrangement remains conditional upon the approval by Protherics Shareholders of the Protherics Resolutions at the Protherics EGM and of the Scheme at the Court Meeting, both of which are due to be held on 11 November 2008, and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document posted to Protherics Shareholders on 17 October 2008.

On the basis that the Protherics Resolutions are passed and that the Court sanctions the Scheme at the Court hearing scheduled to take place on 1 December and confirms the associated Reduction of Capital at the Reduction Court Hearing scheduled to take place on 3 December 2008, it is anticipated that, on 4 December 2008, the Scheme will become effective and dealings in the New BTG Shares will commence. New BTG Shares will be credited to CREST accounts on the same date. It is expected that share certificates for New BTG Shares will be dispatched by no later than 18 December 2008.

Copies of the BTG Resolutions passed at the Shareholder Meeting will be available for inspection by the public from tomorrow at the offices of BTG at 10 Fleet Place Limeburner Lane London EC4M 7SB and also those of Allen & Overy LLP situated at: One Bishops Square, London E1 6AD (tel. no. +44 (0)20 3088 0000) during normal business hours on any weekday (public holidays excepted) until 4 December 2008.

Terms used but not defined in this announcement shall have the same meaning as in the Prospectus Equivalent Document dated 17 October 2008 which was sent to BTG Shareholders and Protherics Shareholders.

Enquiries

BTG
Christine Soden, Chief Financial Officer
Andy Burrows, Director of Investor Relations
+44 (0)20 7575 0000

Protherics
Dr Andrew Heath, Chief Executive Officer                
Rolf Soderstrom, Chief Financial Officer
+44 (0)20 7246 9950

Rothschild (financial adviser to BTG)
Dr Lynn Drummond
+44 (0)20 7280 5000

Jefferies (financial adviser to Protherics)
Ian Crosbie
Chris Snoxall (corporate banking)
+44 (0)20 7029 8000

Piper Jaffray (joint broker and adviser to BTG)
Neil Mackison
Jamie Adams
+44 (0)20 3142 8700

Credit Suisse (joint broker and adviser to BTG)
Stephanie Leouzon
Tristan Lovegrove
+44 (0)20 7888 8000

Nomura Code Securities (broker to Protherics)
Chris Collins
+44 (0)20 7776 1200

Financial Dynamics
Ben Atwell
+44 (0)20 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 Acquisition 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 Acquisition nor any other matter referred to in this announcement.

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