BTG Regulatory News (BTG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

20 December 2018

RECOMMENDED CASH OFFER

for

BTG plc

("BTG")

by

Bravo Bidco Limited

("Bravo Bidco")

a newly incorporated entity indirectly wholly-owned by Boston Scientific Corporation ("Boston Scientific")

Entry into new financing arrangements

Boston Scientific announces that, in connection with the financing of the recommended cash offer to be made by Bravo Bidco for the entire issued and to be issued share capital of BTG, on 19 December 2018 it entered into a credit agreement and certain ancillary documents related thereto (together, the "New Finance Documents") with Barclays Bank PLC. The New Finance Documents supplement the existing bridge facility entered into between Boston Scientific and Barclays Bank PLC as more particularly described in the Rule 2.7 Announcement (defined below).

Defined terms in this announcement shall, except where defined in this announcement or the context requires otherwise, have the meanings given to them in the announcement under Rule 2.7 of the Code made by Boston Scientific, Bravo Bidco and BTG dated 20 November 2018 (the "Rule 2.7 Announcement").

The New Finance Documents (as well as a copy of this announcement) will be uploaded to the Boston Scientific website (http://investors.bostonscientific.com/) shortly.

Enquiries:

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Boston Scientific and Bravo Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Boston Scientific and Bravo Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. BTG Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

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 United Kingdom.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as an exempt principal trader in BTG securities on the London Stock Exchange. The purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the US to the extent that such information is made public in the United Kingdom.

Disclosure requirements of the Code

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at http://investors.bostonscientific.com/, by no later than 12 noon (London time) on 21 December 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.