Form 8 (OPD) Biocompatibles

(a) Identity of the party to the offer making the disclosure:

BTG plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

Biocompatibles International plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

19 November 2010

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

Class of relevant security:

ORDINARY SHARES OF 21 53/94 PENCE EACH

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

NIL

NIL

NIL

(2) Derivatives (other than options):

NIL

NIL

NIL

NIL

(3) Options and agreements to purchase/sell:

NIL

NIL

NIL

NIL

TOTAL:

NIL

NIL

NIL

NIL

Class of relevant security in relation to which subscription right exists:

NIL

Details, including nature of the rights concerned and relevant percentages:

NIL

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

Definitions used below are as set out in the RNS announcement released by BTG on 19 November 2010.

1. The following persons, all of whom are Biocompatibles Directors, have given irrevocable undertakings to BTG to vote in favour of the resolutions to be proposed at the Court Meeting and the Biocompatibles GM necessary to approve the Scheme (or, as the case may be, to accept the Takeover Offer) in respect of the number of Biocompatibles Shares set out below (and any further Biocompatibles Shares acquired by them which are attributable to or derived from such shares):

Each of the undertakings given by the above named Biocompatibles Directors shall terminate and be of no further force and effect if:

(i) a Scheme Document or (if, in accordance with the terms of the Implementation Agreement, BTG has elected to implement the Acquisition by way of a Takeover Offer) an Offer Document is not issued prior to 18 December 2010 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree);

(ii) a Scheme Document is issued and the Scheme has not become effective by 24 March 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and BTG has not issued an Offer Document; and

(iii) an Offer Document is issued prior to 21 January 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and the Offer lapses or is withdrawn.

2. BTG has received an irrevocable undertaking from Hunter Hall Investment Management Limited to vote in favour of the resolutions to be proposed at the Court Meeting and the Biocompatibles GM necessary to approve the Scheme (or, as the case may be, to accept the Takeover Offer) in respect of 11,443,641 Biocompatibles Shares (and any further Biocompatibles Shares acquired by them which are attributable to or derived from such shares). This undertaking shall terminate and be of no further force and effect if:

(i) a Scheme Document or (if, in accordance with the terms of the Implementation Agreement, BTG has elected to implement the Acquisition by way of a Takeover Offer) an Offer Document is not issued prior to 18 December 2010 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree);

(ii) a Scheme Document is issued and the Scheme has not become effective by 24 March 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and BTG has not issued an Offer Document;

(iii) an Offer Document is issued prior to 21 January 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and the Offer lapses or is withdrawn;

(iv) Hunter Hall International Ltd determines, in its absolute discretion, that a material adverse event has occurred in relation to the affairs of BTG; or

(v) an offer is made by a third party for Biocompatibles which Hunter Hall International Ltd determines, in its absolute discretion, is of a higher value than that proposed by BTG pursuant to the Acquisition.

3. BTG has received an irrevocable undertaking from Invesco Asset Management Limited to vote in favour of the resolutions to be proposed at the Court Meeting and the Biocompatibles GM necessary to approve the Scheme (or, as the case may be, to accept the Takeover Offer) in respect of 8,971,970 Biocompatibles Shares (and any further Biocompatibles Shares which are attributable to or derived from such shares). This undertaking shall terminate and be of no further force and effect if:

(i) a Scheme Document or (if, in accordance with the terms of the Implementation Agreement, BTG has elected to implement the Acquisition by way of a Takeover Offer) an Offer Document is not issued prior to 18 December 2010 (or such other date as BTG and Biocompatibles may, with the consent of the Panel, agree);

(ii) a Scheme Document is issued and the Scheme has not become effective by 24 March 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and BTG has not issued an Offer Document;

(iii) an Offer Document is issued prior to 21 January 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and the Offer lapses or is withdrawn; or

(iv) an underlying client of Invesco Asset Management Limited terminates their professional relationship and the shares are subsequently sold or transferred.

4. BTG has received a non-binding letter of intent from Aberforth Partners LLP to vote in favour of the resolutions to be proposed at the Court Meeting and the Biocompatibles GM necessary to approve the Scheme (or, as the case may be, to accept the Takeover Offer) in respect of 4,129,391 Biocompatibles Shares, representing approximately 10.49 per cent. of Biocompatibles' existing issued share capital.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

None

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

See 2(c) above

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

19 November 2010

Paul Mussenden

+44 (0)20 7575 0000