11th Nov 2008 13:19
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, 11 November 2008
PROTHERICS PLC ("PROTHERICS")
Offer Update: Results of Protherics Shareholder Meetings
Further to the announcement made by Protherics on 17 October 2008 regarding the posting of the Scheme Document in relation to the recommended all share offer by BTG plc ("BTG") for Protherics (the "Recommended Offer"), the Independent Directors of Protherics are pleased to announce that the Court Meeting and EGM held earlier today to approve the Scheme of Arrangement by which the Recommended Offer is being implemented have both concluded successfully.
At the Court Meeting, the required majority in number of those Scheme Shareholders present and voting, either in person or by proxy, representing approximately 99.4 per cent. in nominal value of all Scheme Shares in respect of which votes were cast, voted in favour of the Scheme. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:
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Total Votes |
Votes For The Scheme |
Votes Against The Scheme |
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No. of Scheme Shareholders |
No. of Scheme Shares Represented |
No. of Scheme Shareholders (and %) |
No. of Scheme Shares Represented (and %) |
No. of Scheme Shareholders (and %) |
No. of Scheme Shares Represented (and %)
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Totals in person and by proxy |
785 |
244,371, 671 |
717 (91.3%) |
243,009,601 (99.4%) |
68 (8.7%) |
243,009,601 (0.6%) |
At the EGM, the special resolution required to approve the Scheme of Arrangement and associated Reduction of Capital was passed as a special resolution on a show of hands.
In order to become effective in accordance with its terms, the Court must now sanction the Scheme at the Scheme Court Hearing and subsequently confirm the associated Reduction of Capital at the Reduction Court Hearing. These hearings are scheduled to take place on 1 December 2008 and 3 December 2008 respectively. Following the sanction of the Scheme and confirmation of the Reduction of Capital by the Court, it is then expected that the last day of dealings in Protherics Shares will be 3 December 2008 and the listing of Protherics Shares will be cancelled at 8.00 a.m. on 4 December 2008, the anticipated Effective Date of the Scheme. 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 resolutions passed at the Meetings have been submitted to the UK Listing Authority and are available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, London E14 5HS.
The Scheme Court Hearing and the Reduction Court Hearing will be heard before a Companies Court Judge at the Royal Courts of Justice, Strand, London WC2A 2LL on Monday 1 December 2008 and Wednesday 3 December 2008 respectively. It is anticipated that details of each Court Hearing will be published by Her Majesty's Court Service in the Daily Cause List for the Chancery Division of the Royal Courts of Justice in each case on the Business Day prior to the date of the relevant hearing. The Chancery Division listing office can be contacted on 020 7947 6690 between 10.30 a.m. and 4.30 p.m. (London time), Monday-Friday.
Terms defined in the Scheme Document shall have the same meaning(s) when used in this announcement.
Enquiries
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Protherics
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Dr Andrew Heath, Chief Executive Officer
Rolf Soderstrom, Chief Financial Officer
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Tel: 020 7246 9950
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BTG
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Christine Soden, Chief Financial Officer
Andy Burrows, Director of Investor Relations
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Tel: 020 7575 0000
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Jefferies (financial adviser to Protherics)
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Ian Crosbie
Chris Snoxall (corporate broking)
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Tel: 020 7029 8000
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Rothschild (financial adviser to BTG)
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Dr Lynn Drummond
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Tel: 020 7280 5000
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Nomura Code Securities (broker to Protherics)
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Chris Collins
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Tel: 020 7776 1200
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Piper Jaffray (joint broker and adviser to BTG)
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Neil Mackison / Jamie Adams
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Tel: 020 3142 8700
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Credit Suisse (joint broker and adviser to BTG)
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Stephanie Leouzon / Tristan Lovegrove
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Tel: 020 7888 8000
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Financial Dynamics
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Ben Atwell
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Tel: 020 7831 3113
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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.
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.
Related Shares:
BTG