Posting of Scheme Circular
December 21 2007 - 9:42AM
UK Regulatory
RNS Number:5556K
BBI Holdings PLC
21 December 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
FOR IMMEDIATE RELEASE
21 DECEMBER 2007
RECOMMENDED CASH AND SHARE ACQUISITION
by
INVERNESS MEDICAL INNOVATIONS, INC.
of
BBI HOLDINGS PLC
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Posting of Scheme Circular
The boards of BBI Holdings plc ("BBI") and Inverness Medical Innovations, Inc.
("Inverness") announced on 11 December 2007 that they had reached agreement on
the terms of a recommended proposal for the acquisition of the entire issued and
to be issued share capital of BBI by Inverness, save for those BBI Shares
already owned by the Inverness Group, to be effected by means of a scheme of
arrangement (the "Scheme") under section 425 of the Companies Act 1985 (the
"Act").
BBI now announces that the circular (the "Scheme Circular") containing, inter
alia, the terms and conditions of the Scheme, an explanatory statement (in
compliance with section 426 of the Act), notices of the Court Meeting and
General Meeting of BBI, a timetable of principal events, and details of the
actions to be taken by BBI Scheme Shareholders, is today being posted to all BBI
Scheme Shareholders. BBI optionholders should shortly receive a separate
proposal letter on behalf of Inverness for each BBI Share Scheme in connection
with which they hold BBI Options setting out full details of a separate offer
made to them by Inverness.
As described in the Scheme Circular, to become Effective, the Scheme will
require, amongst other things, the approval of a majority in number representing
not less than three-fourths in value of the BBI Scheme Shareholders present and
voting, either in person or by proxy, at the Court Meeting, or at any
adjournment thereof and the passing of the resolution necessary to approve
matters to give effect to the Scheme at the General Meeting, or at any
adjournment thereof. Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme
must also be sanctioned by the Scheme Court Order and the associated Capital
Reduction must be confirmed by the Reduction Court Order.
Both the Court Meeting and the General Meeting will be held at the offices of
BBI's solicitors, Berry Smith LLP, Haywood House, Dumfries Place, Cardiff, CF10
3GA at 10:30 am and 10:40 am respectively on 16th January 2008.
The expected timetable of principal events in connection with the Scheme is set
out in the Appendix to this Announcement.
Copies of the Scheme Circular and Forms of Proxy will be available from the
offices of Berry Smith LLP, Haywood House, Dumfries Place, Cardiff, CF10 3GA and
from the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London, EC2R
7AS. The Scheme Circular may be obtained from the websites of BBI,
www.bbigold.com, and Inverness, www.invernessmedical.com.
Enquiries:
BBI Holdings Plc Inverness Medical Innovations, Inc.
Tel: +44 (0) 2920 747232 Tel: +1 (781) 647 3900
David Evans, Chairman Doug Guarino
Julian Baines, Chief Executive (Director of Corporate Relations)
Cenkos Securities plc IDJ Limited
(Financial adviser, nominated adviser and (Financial adviser to Inverness)
broker to BBI Holdings Plc)
Tel: +44 (0) 20 7397 8900
Tel: +44 (0) 20 7355 1200
Ian Soanes John Incledon
Adrian Hargrave David Bolton
The BBI Directors accept responsibility for the information contained in this
Announcement. To the best of the knowledge and belief of the BBI Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for BBI and no one else in connection
with the Proposal and the Scheme and will not be responsible to anyone other
than BBI for providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Proposal and the Scheme or any other matter
or arrangement referred to in this announcement.
IDJ Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Inverness and no one
else in connection with the Proposal and the Scheme and will not be responsible
to anyone other than Inverness for providing the protections afforded to the
clients of IDJ Limited nor for providing advice in relation to the Proposal and
the Scheme or any other matter or arrangement referred to in this announcement.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
Announcement has been prepared for the purposes of complying with English law
and the City 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 and regulations of any jurisdiction outside of England.
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction whether relating to the Proposal or otherwise. This
Announcement does not constitute a prospectus or a prospectus equivalent
document. The Proposal will be made solely through the Scheme Circular which
contains the full details, terms and conditions of the Proposal, including
details of how to vote in respect of the Proposal. BBI Shareholders are advised
to read the Scheme Circular carefully once it has been received.
The New Inverness Shares to be issued in connection with the Proposal have not
been and will not be registered under, nor have the relevant clearances been,
nor will they be, obtained from the Securities Commission of any province or
territory of Canada, nor has any prospectus in relation to the New Inverness
Shares been lodged with, or registered by, the Australian Securities &
Investments Commission nor any securities authority in Japan. Accordingly,
unless an exemption under the relevant securities law is available, the New
Inverness Shares may not be offered, sold, re-sold or delivered, directly or
indirectly, into or from Canada, Australia or Japan.
NOTICE TO US SHAREHOLDERS
For US securities law purposes, the exchange offer described in the Scheme
Circular will be made for the securities of a foreign company by means of a
scheme of arrangement under Section 425 of the United Kingdom Companies Act
1985. The offer is subject to disclosure and procedural requirements of a
foreign country that are different from those of the United States. Financial
statements relating to BBI included or incorporated in the Scheme Circular
have been prepared in accordance with foreign accounting standards that may not
be comparable to the financial statements of United States companies. It may be
difficult for you to enforce your rights and any claim you may have arising
under United States federal securities laws, since BBI is located in a foreign
country, and some or all of its officers and directors may be residents of a
foreign country. You may not be able to sue BBI or its officers or directors in
a foreign court for violations of the U.S. securities laws. It may be difficult
to compel BBI and its affiliates to subject themselves to a U.S. court's
judgment. You should be aware that Inverness may purchase securities otherwise
than pursuant to the Scheme, such as in open market or privately negotiated
purchases. BBI is circulating the Scheme Circular to its shareholders in
connection with its solicitation of proxies in connection with the Scheme. The
Scheme Circular contains important information about BBI, Inverness, the Scheme
and related matters. BBI shareholders are urged to read the Scheme Circular
carefully.
Words and expressions defined in the Scheme Circular shall, unless the context
provides otherwise, have the same meanings in this Announcement.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Latest time for lodging blue Forms of Proxy for the BBI 10:30 am on 14 January 2008
Court Meeting3
Latest time for lodging white Forms of Proxy for the 10:40 am on 14 January 2008
BBI Extraordinary General Meeting
Voting Record Time4 6:00pm on 14 January 2008
BBI Court Meeting 10.30 am 16 January 2008
BBI General Meeting5 10.40 am on 16 January 2008
Initial Court Hearing to provide directions in relation 10:30 am on 24 January 2008
to the Scheme
Last day of dealings in, and registration of transfers 6.00 pm on 7 February 20081
of, and disablement in CREST of, BBI Shares
Scheme Record Time 6.00pm on 7 February 20081
Court Hearing to sanction the Scheme1 8 February 20081
Latest time for receipt of green Cash Election Form 6.00 pm on 9 February 20082
Reorganisation Record Date 6.00 pm on 9 February 20081
Delisting of BBI Shares 7.00 am on 11 February 20081
Court Hearing to confirm the Capital reduction 11 February 20081
Scheme Effective Date 12 February 20081
Latest date for despatch of certificates for New 26 February 20081
Inverness Shares and Cash Consideration due under the
Scheme
1 These dates are indicative only and will depend, inter alia, on the dates upon
which the Conditions are either satisfied or waived (to the extent they are
capable of being waived), and the dates upon which the Court sanctions the
Scheme and confirms the associated reduction of capital and the Court Order
sanctioning the Scheme and confirming the reduction of capital is delivered to
the Registrar of Companies in England and Wales and, in respect of the reduction
of capital, is registered by the Registrar of Companies in England and Wales.
It may be necessary for more than one court hearing to sanction the Scheme.
2 At the request of the London Stock Exchange, the latest time and date for
receipt of the green Cash Election Form has been extended from the time and date
published in the Scheme Circular.
3 The blue Form of Proxy for the BBI Court Meeting may, alternatively, be handed
to BBI's Registrars on behalf of the Chairman of the BBI Court Meeting at the
start of the BBI Court Meeting.
4 If either of the Meetings is adjourned, then the Voting Record Time for the
reconvened Meeting will be 48 hours before the time fixed for the reconvened
Meeting.
5 If the BBI Court Meeting has not been concluded or adjourned prior to the
scheduled commencement of the BBI General Meeting, the commencement of the BBI
General Meeting will be delayed until the BBI Court Meet1ing has been concluded
or adjourned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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