NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.
The Biotech Growth Trust PLC
16 November 2009
Proposed Placing and Offer for Subscription
Introduction
On 25 September 2009 the Board announced that it was considering raising
additional funds through a placing and offer for subscription of ordinary
shares. The Biotech Growth Trust PLC (the "Company") today announces proposals
for an issue to raise up to £50 million of New Ordinary Shares by way of a
Placing and Offer for Subscription. The Company is also publishing today a
prospectus and circular (the "Prospectus") in connection with the Proposals.
The Prospectus also includes a detailed description of the Company and
information on how Shareholders can participate in the Issue if they wish to
apply for New Ordinary Shares.
The Proposals
The Company is seeking to raise a maximum of £50 million through the Placing
and Offer for Subscription. The number of Shares being made available under the
Issue has been determined so as to seek to avoid the need to scale back
applications. The Issue is not being underwritten. The net proceeds of the
Issue will be invested in accordance with the Company's investment policy.
The Issue Price will be the Net Asset Value per Share of the Company on the
Calculation Date plus a premium to reflect all the estimated expenses of the
Issue and thus ensure that the interests of existing Shareholders are not
diluted. The Ordinary Shares should be eligible to be held in a stocks and
shares ISA, subject to applicable annual subscription limits. The Issue will,
inter alia, enable the Company to spread its fixed operating costs over a
larger number of Shares, enhance liquidity in the Shares and will be well-timed
for investing the proceeds of the Issue in a sector considered to have good
growth prospects.
The Resolutions
In order to proceed with the Issue, it will be necessary for Shareholders to
pass the appropriate Resolutions (specifically, the Issue is conditional upon
the passing of Resolutions 1, 2 and 3) in accordance with the requirements of
the 2006 Act and the Listing Rules to be proposed at the General Meeting to be
held on 4 December 2009. In addition Shareholders are being asked to approve
changes to the Articles (as deemed amended following the coming fully into
effect of the 2006 Act) and to update the Company's authority to repurchase
shares, both in accordance with the requirements of the 2006 Act, and to
release the Directors from their obligation to propose a continuation
resolution at the annual general meeting to be held in 2010, which is a special
resolution as required to vary the Articles. The notice convening the General
Meeting is set out in the Prospectus.
Benefits of the Proposals
The Board believes that the Proposals have the following principal benefits:
- Shareholders and new investors will be able to acquire Shares in the
Company free of restraints of market liquidity, dealing spreads, secondary
market commissions and stamp duty costs;
- the market capitalisation of the Company will increase following the Issue
and it is anticipated that the liquidity of the Shares will therefore be
enhanced through the wider shareholder base;
- the Issue will increase the size of the Company and enable it to spread
its fixed operating expenses over a larger number of Shares, thus allowing
its total expense ratio to fall;
- the timing is opportune for investing the proceeds of the Issue in
accordance with the investment objective of the Company and providing the
prospect of long term capital growth; and
- the proposed updating of the Board's buyback and issuance powers in line
with the increased size of the Company will provide scope for the Board to
continue its active discount management policy and if possible further to
enlarge the Company without incurring significant costs.
Costs and expenses
The costs incurred by the Company in connection with the Issue, which are
estimated to be £0.98 million if the Issue is fully subscribed, will
effectively be borne by the investors in the New Ordinary Shares through the
premium to the Net Asset Value per Share included in the Issue Price.
Expected Timetable
2009
Latest time and date for receipt of 1.00 pm on 1 December
Application Forms under the Offer
Latest time and date for receipt of 10.00 am on 2 December
Forms of Proxy
Issue Price calculated as at close of business on 2 December
General Meeting 10.00 am on 4 December
Issue Price and results of the Issue 4 December
announced
Admission and dealings in the new 8.00 am on 9 December
Shares commence and CREST accounts
credited in respect of new Ordinary
Shares issued in uncertificated form
Certificates for New Ordinary Shares week commencing 14 December
despatched
Capitalised terms which are not defined in this announcement are defined in the
Prospectus.
A copy of the Prospectus has been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 the North Colonnade
Canary Wharf
London E14 5HS
Enquiries
Grant Challis 020 3008 4912
Frostrow Capital LLP
Katie Standley 020 3100 0297
Winterflood Investment Trusts
The distribution of this announcement and/or the Prospectus in certain
jurisdictions may be restricted by law. No action has been taken by the Company
or Winterflood Securities that would permit an offer of the New Ordinary Shares
or possession or distribution of this announcement and/or the Prospectus or any
other offering or publicity material in any jurisdiction where action for that
purpose is required, other than in the United Kingdom. Persons into whose
possession this announcement and/or the Prospectus comes should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
Neither this announcement nor the Prospectus and any accompanying documents
constitute an offer to sell, or the solicitation of an offer to subscribe for
or buy, shares in any jurisdiction in which such offer or solicitation is
unlawful and none of them are for distribution in or into the United States,
Australia, Canada, the Republic of South Africa or Japan. The New Ordinary
Shares described in the Prospectus have not been, and will not be, registered
under the United States Securities Act of 1933 (as amended) (the "Securities
Act") or the securities laws of any state of the United States or under any of
the applicable securities laws of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, subject to certain exceptions, the New Ordinary
Shares may not be offered, sold or delivered, directly or indirectly, in or
into the United States, Australia, Canada, the Republic of South Africa or
Japan or to or for the account or benefit of any US person (within the meaning
of Regulation S under the Securities Act), or any person resident in Australia,
Canada, the Republic of South Africa or Japan. In addition, the Company has not
been and will not be registered under the United States Investment Company Act
of 1940, as amended and investors will not be entitled to the benefits of such
Act.
END
