- Report of Foreign Issuer (6-K)
November 12 2008 - 5:37AM
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.
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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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
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
Independent Directors of Protherics
are
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
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
expected that the last day of
dealings in Protherics Shares will be
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
each case on the Business Day prior
to the date of the relevant hearing. The
listing office can be contacted
on
between 10.30 a.m. and 4.30 p.m.
(London time)
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)
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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
nor any other matter referred to in
this announcement.
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