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, 10 December 2010

BTG PLC and BIOCOMPATIBLES INTERNATIONAL PLC

Offer update:

Posting of Scheme Document

On 19 November 2010 the boards of Biocompatibles International plc ("Biocompatibles") and BTG plc ("BTG") announced that they had reached agreement on the terms of a recommended proposal whereby BTG will acquire the entire issued and to be issued share capital of Biocompatibles (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 

Further to that announcement, the BTG Directors and the Biocompatibles Directors are pleased to announce that the Scheme Document relating to the Acquisition is being posted to Biocompatibles Shareholders today, together with a copy of the BTG Prospectus relating to the New BTG Shares and Contingent Value Notes to be issued in connection with the Acquisition. 

The Scheme Document contains, among other things, a timetable of principal events, details of the actions to be taken by Biocompatibles Shareholders and notices of the Court Meeting and Biocompatibles GM required to approve the Scheme and certain related matters, which have been convened for 6 January 2011.

The Acquisition is also conditional, among other things, on the approval of BTG Shareholders at the BTG GM, which has been convened for 6 January 2011. The BTG Prospectus and BTG Circular are today being sent to BTG Shareholders.

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).

Participants in the Biocompatibles Share Schemes will shortly be sent further details of the actions they can take in respect of their outstanding options and awards.

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.

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 will be 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, once it is dispatched. 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 the United States 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.

Cautionary note on forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of BTG and Biocompatibles and certain plans and objectives of the BTG Directors and the Biocompatibles Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the BTG Directors and the Biocompatibles Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the BTG Directors and the Biocompatibles Directors believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this document and BTG and Biocompatibles therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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 13 December 2010. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.