BTG Regulatory News (BTG)

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

London, 6 January 2011

BTG PLC and BIOCOMPATIBLES INTERNATIONAL PLC

Offer update: Result of BTG Shareholder Meeting

Further to the announcement on 19 November 2010 of the recommended proposal whereby BTG plc ("BTG") will acquire the entire issued and to be issued ordinary share capital of Biocompatibles International plc ("Biocompatibles") (the "Acquisition") and the posting on 10 December 2010 of the Scheme Document, the BTG Prospectus and the BTG Circular each relating to the Acquisition, the BTG Directors are pleased to announce that, at the BTG General Meeting held earlier today, the three resolutions referred to below and set out in the BTG notice of general meeting were passed by the requisite majorities.

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

*Figures include discretionary votes.

Following the passing of the necessary resolutions at the Biocompatibles General Meeting and the Court Meeting held earlier today, implementation of the Acquisition remains conditional upon the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document including, amongst others, the sanction of the Scheme and confirmation of the Reduction of Capital by the Court.

The Court Hearing to sanction the Scheme is expected to take place on 24 January 2011 and the Court Hearing to confirm the Reduction of Capital is expected to take place on 26 January 2011. It is expected that the last day for dealings in Biocompatibles Shares will be 26 January 2011 and that on 27 January 2011 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 10 February 2011.

The Scheme Document, the BTG Prospectus and the BTG Circular will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of BTG at 5 Fleet Place, London EC4M 7RD and the offices of Stephenson Harwood at One St Paul's Churchyard, London EC4M 8SH. The Scheme Document, the BTG Prospectus and the BTG Circular and the documents incorporated by reference therein have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do; and are available for viewing on BTG's website at www.btgplc.com (subject to certain restrictions relating to persons resident in restricted jurisdictions). The Scheme Document and the BTG Prospectus will also be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Shepherd and Wedderburn LLP at Condor House, 10 St Paul's Churchyard, London EC4M 8AL and will be available for inspection at Biocompatibles' website at www.biocompatibles.com (subject to certain restrictions relating to persons resident in restricted jurisdictions).

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement dated 19 November 2010 referred to above.

Enquiries

BTG

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

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

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

Biocompatibles

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

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

Rothschild (financial adviser and joint sponsor to BTG)

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

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

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

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

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

Piper Jaffray (financial adviser to Biocompatibles)

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

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

Nomura Code (corporate broker to Biocompatibles)

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

Financial Dynamics (financial public relations adviser to BTG)

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

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

Anna Keeble (financial public relations adviser to Biocompatibles)

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

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

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

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

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

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 Biocompatibles or a solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The full terms and conditions of the Scheme are set out in the Scheme Document. This announcement does not constitute a prospectus or a prospectus equivalent document. Biocompatibles Shareholders are advised to read carefully the formal documentation in relation to the Acquisition. In deciding whether or not to approve the Scheme, Biocompatibles Shareholders must rely solely on the terms and conditions of the Acquisition and the information contained or referenced, and the procedures described, in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Biocompatibles Shareholders outside the UK may be affected by the laws of the relevant jurisdictions. Biocompatibles Shareholders outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each Biocompatibles 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.

Neither the New BTG Shares nor the Contingent Value Notes have been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New BTG Shares or the Contingent Value Notes, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence under US law. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and neither the New BTG Shares nor the Contingent Value Notes have been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, neither the New BTG Shares nor the Contingent Value Notes may (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

It is expected that the New BTG Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Biocompatibles Shareholders who are or will be deemed to be 'affiliates' of Biocompatibles or BTG prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the New BTG Shares received in connection with the Scheme.

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on BTG's website at www.btgplc.com and Biocompatibles' website at www.biocompatibles.com by no later than 12:00 noon (London time) on 7 January 2011. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.