- Report of Foreign Issuer (6-K)
12 November 2008 - 10:12PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
11 November, 2008
PROTHERICS PLC
(Translation of Registrant’s Name Into
English)
The Heath Business & Technical Park
Runcorn, Cheshire, W47 4QF England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
X
Form
40-F
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 191(b)(7):
Indicate by check mark whether the registrant by
furnishing the information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act
of 1934.
Yes
No
X
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
.
The Registrant is furnishing a copy of its
announcements as reported to the Company Announcements Office of the London Stock
Exchange.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
PROTHERICS PLC
(
"
PROTHERICS
"
)
Offer Update: Results
of
Protherics
Shareholder Meetings
The following announcement updates the announcement made by
Protherics earlier today, in which an incorrect number was included in the column
setting out the number of Scheme Shares represented by votes cast against the
Scheme of Arrangement.
The remainder of the
announcement remains
unchanged.
Further to the announcement made by Protherics on 17 October
2008 regarding the posting of the Scheme Document in relation to the recommended
all share offer by BTG plc ("BTG") for Protherics (the "Recommended
Offer"), t
he
Independent Directors of Protherics are
pleased to announce that
the Court Meeting and EGM held earlier today to approve the
Scheme of Arrangement
by which the Recommended Offer is being
implemented
have both concluded successfully.
At the Court Meeting, the required majority in number of those
Scheme Shareholders present and voting, either in person or by proxy,
representing
approximately 99.4
per cent. in nominal value of all Scheme
Shares
in respect of which votes were cast
, voted in favour of the Scheme. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the Court Meeting was
as follows:
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No. of Scheme Shareholders
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No. of Scheme Shares Represented
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No. of Scheme Shareholders (and %)
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No. of Scheme Shares Represented (and %)
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No. of Scheme Shareholders (and %)
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No. of Scheme Shares Represented (and %)
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Totals in person and by proxy
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At the EGM, the special resolution required to approve the
Scheme of Arrangement and associated Reduction of Capital was passed as a special
resolution on a show of hands.
In order to become effective in accordance with its terms, the
Court must now sanction the Scheme at the Scheme Court Hearing and subsequently
confirm the associated Reduction of Capital at the Reduction Court Hearing. These
hearings are scheduled to take place on 1 December 2008 and 3 December 2008
respectively. Following the sanction of the Scheme and confirmation of the
Reduction of Capital by the Court, it is
then
expected that the last day of dealings in Protherics
Shares will be
3
December 2008 and the listing of Protherics Shares will
be cancelled at 8.00 a.m. on 4 December 2008, the anticipated Effective Date of the
Scheme. 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 18 December 2008.
Copies of the resolutions passed at the Meetings have been
submitted to the UK Listing Authority and are available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at: The Financial
Services Authority, 25 The North Colonnade, London E14 5HS
.
The Scheme Court Hearing and the Reduction Court Hearing will
be heard before a Companies Court Judge at the Royal Courts of Justice, Strand,
London WC2A 2LL on Monday 1 December 2008 and Wednesday 3 December 2008
respectively.
It is anticipated that details
of each Court Hearing will be published
by Her Majesty's Court Service in the Daily Cause List for the
Chancery Division of the Royal Courts of Justice
in
each case on the Business Day prior to the date of the
relevant hearing. The
Chancery Division
listing office can be contacted on
020 7947 6690
between 10.30 a.m. and 4.30 p.m. (London time)
, Monday-Friday.
Terms defined in the Scheme Document shall have the same
meaning(s) when used in this announcement.
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Dr Andrew Heath, Chief Executive Officer
Rolf Soderstrom, Chief Financial Officer
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Christine Soden, Chief Financial Officer
Andy Burrows, Director of Investor Relations
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Jefferies (financial adviser to Protherics)
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Chris Snoxall (corporate broking)
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Rothschild (financial adviser to BTG)
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Nomura Code Securities (broker to Protherics)
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Piper Jaffray (joint broker and adviser to BTG)
Neil Mackison / Jamie Adams
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Credit Suisse (joint broker and adviser to BTG)
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Stephanie Leouzon / Tristan Lovegrove
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Jefferies, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as financial adviser and broker to
Protherics in connection with the Recommended Offer and no-one else and will not be
responsible to anyone other than Protherics for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to the Acquisition nor
any other matter referred to in this announcement.
Rothschild, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as financial adviser and sponsor to BTG in
connection with the Recommended Offer 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
nor any other matter referred to in this announcement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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PROTHERICS PLC
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Date: 11 November, 2008
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By:
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/s/ Rolf Soderstrom
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Rolf Soderstrom
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Finance Director
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