TIDMBTG
RNS Number : 4753J
BTG PLC
19 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 August 2019
RECOMMED CASH OFFER
For
BTG PLC
(BTG)
By
BRAVO BIDCO LIMITED
(Bidco)
a newly incorporated indirect wholly-owned subsidiary of Boston
Scientific Corporation (Boston Scientific)
intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act
Scheme becomes Effective
On 20 November 2018, the Boards of Boston Scientific, Bidco and
BTG announced that they had reached agreement on the terms of a
recommended cash offer by Bidco for the acquisition of the entire
issued and to be issued ordinary share capital of BTG (the
Acquisition). As outlined in that announcement, the Acquisition is
to be effected by means of a scheme of arrangement under part 26 of
the Companies Act (the Scheme). On 28 February 2019, the Scheme was
approved by the Scheme Shareholders at the Court Meeting.
Boston Scientific, Bidco and BTG are pleased to announce that
all the Conditions set out in the scheme document dated 24 January
2019 (the Scheme Document) have been satisfied or waived and the
Scheme has today become Effective in accordance with its terms.
This follows the Court's sanction of the Scheme at the Court
Hearing held on 15 August 2019.
Scheme Shareholders' cash consideration under the terms of the
Acquisition will be settled or despatched, or, in the case of any
Scheme Shareholder that holds Scheme Shares in uncertificated form
(that is, in CREST), Euroclear UK & Ireland Limited will be
instructed to create an assured payment obligation (provided that
Bidco shall be entitled to settle or despatch cash consideration to
any Scheme Shareholder that holds Scheme Shares in CREST if, for
any reason, Bidco wishes to do so), by no later than 2 September
2019.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Suspension and cancellation of listing and trading
The listing of BTG Shares on the premium listing segment of the
Official List and the admission to trading of BTG Shares on the
London Stock Exchange's Main Market were suspended with effect from
7.30 a.m. (London time) on 19 August 2019.
BTG further announces that the listing of BTG Shares on the
premium listing segment of the Official List and the admission to
trading of BTG Shares on the London Stock Exchange's Main Market
will each be cancelled with effect from 8.00 a.m. (London time) on
20 August 2019.
Director resignations
BTG further announces that, with effect from the date of this
announcement (being the Effective Date), Dame Louise Makin, Duncan
Kennedy, Dr. Susan Foden, Graham Hetherington, Ian Much, Jim
O'Shea, Gregory Barrett, Anne Thorburn and Richard Wohanka have
resigned as directors of BTG.
Enquiries:
BTG
Andy Burrows (Vice President, Corporate & Investor Relations) +44 20 7575 1741
Goldman Sachs International (joint financial adviser to BTG)
Anthony Gutman
Nimesh Khiroya
Søren Moller-Rasmussen +44 20 7774 1000
J.P. Morgan Cazenove (joint financial adviser
and joint corporate broker to BTG)
James Mitford
Dwayne Lysaght
Alex Bruce +44 20 7742 4000
Rothschild & Co (joint financial adviser to BTG)
Richard Murley
Dominic Hollamby
Julian Hudson +44 20 7280 5000
Deutsche Bank AG (joint corporate broker to BTG)
Neil Collingridge
Anna Mills +44 20 7545 8000
FTI Consulting (PR adviser to BTG)
Ben Atwell +44 20 3727 1000
Bidco / Boston Scientific
Susie Lisa (Investor Relations) +1 (508) 683-5565
Barclays (financial adviser to Bidco and Boston Scientific)
Doug Solomon
Jed Brody
Derek Shakespeare +44 20 7623 2323
Important notices relating to Financial Advisers
Goldman Sachs International, 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 BTG and no one else in
connection with the Acquisition and any other matters referred to
in this Announcement and will not be responsible to anyone other
than BTG for providing the protections afforded to such financial
advisory clients of Goldman Sachs International, or for providing
advice in connection with Acquisition or any matters referred to in
this Announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom. J.P. Morgan Cazenove is acting as
financial advisor exclusively for BTG and no one else in connection
with the Acquisition and any other matters referred to in this
Announcement and will not be responsible to anyone other than BTG
for providing the protections afforded to such financial advisory
clients of J.P. Morgan Cazenove, or for providing advice in
relation to the Acquisition or any matter referred to in this
Announcement.
N M Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for BTG and no one else
in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than BTG for providing the protections afforded to
clients of Rothschild & Co, nor for providing advice in
relation to the Acquisition or any other matter referred to in this
Announcement. Neither Rothschild & Co nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with the matters referred to in this Announcement, or
otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the FCA, are available on request or
from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG,
acting through its London branch (Deutsche Bank) is acting as
Corporate Broker to BTG plc and no other person in connection with
this Announcement or any of its contents. Deutsche Bank will not be
responsible to any person other than BTG plc for providing any of
the protections afforded to clients of Deutsche Bank, nor for
providing any advice in relation to the matters set out in this
Announcement. Neither Deutsche Bank nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Deutsche
Bank in connection with the matters set out in this Announcement,
any statement contained herein or otherwise.
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 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
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.
Further Information
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.
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.
Overseas jurisdictions
The release, publication or distribution of this Announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore, any persons not resident in the
United Kingdom and/or who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable legal and regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
The receipt of cash pursuant to the Acquisition by BTG
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each BTG Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Acquisition applicable to him.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement has been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
Further details in relation to BTG Shareholders in overseas
jurisdictions are contained in the Scheme Document.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUKUWRKRAWARR
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