UPDATE RE POSSIBLE OFFER AND TRADING UPDATE

31 Dec 2008 11:54



BIOGANIX PLC - UPDATE RE POSSIBLE OFFER AND TRADING UPDATE

The Company announced on 25th September 2008 that it had received an approach from a third party which, if discussions proved successful, might lead to an offer being made for the entire issued share capital of the Company.

Since that time the Company has continued to experience difficult trading conditions and in particular lower revenues than had been anticipated. The Company is using all of its existing banking facilities and is still in discussion with its bankers regarding an extension of its facilities to finance the business between the receipt of any formal offer for the Company and the date when any such offer would be expected to complete. The Company is reliant upon receiving certain advance payments for waste processing (including from the third party interested in acquiring the Company) to finance its short term cash needs.

The board has been pursuing discussions with a number of parties who have, at various times, been interested in acquiring the Company. Following on from talks throughout last week, discussions are now ongoing with one third party.  That party has expressed an interest which, subject to a number of conditions including due diligence, might lead to either an offer being made for the entire issued share capital of the Company or a disposal of all the business and assets of the Group. Whilst discussions in relation to such an offer or disposal are being progressed with vigour by the board, there can be no assurance that an offer or disposal will be concluded. If this potential offeror were to decide not to proceed, the Company would need to seek alternative short-term funding and review its other options.

A further announcement will be made in due course.

Contacts: 

Nick Helme 01568 619 115

Julian Morgan 01568 619 101

Bioganix Plc

Andrew Raca 07748 933 896 

Blue Oar Securities Plc

Additional Information 

The Directors of Bioganix accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Bioganix who have taken all reasonable care to ensure that this is the case, such information is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities.

Dealing Disclosure Requirements 

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Bioganix, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Bioganix, they will be deemed to be a single person for the purpose of Rule 8.3. 

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Bioganix by Bioganix and by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or long derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. 

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. 

Rule 2.10 Requirement 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bioganix confirms that it currently has in issue 8,117,666 ordinary shares of 10p each.

The International Securities Identification Number for the ordinary shares is GB00B128L167.