Result of Extraordinary General Meeting
22 April 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, BELGIUM, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
Result of EGM in connection with the merger with RiboTargets Holdings plc ("Ribotargets"), proposal for Capital Reorganisation, adoption of new Share Plans and amendment to Articles of Association
The Directors of British Biotech are pleased to announce that the shareholders of British Biotech duly passed all the resolutions that were proposed at today's Extraordinary General Meeting. In particular, the Sale Proposal in relation to the Merger with RiboTargets, as described in the Listing Particulars dated 21 March 2003, was approved. It is expected that the 33,375,889 New Ordinary Shares which are to be issued to RiboTargets Shareholders in consideration for their shares in RiboTargets will be admitted to the Official List of the UKLA and to trading on the London Stock Exchange at 8 a.m. on 23 April 2003 ("Admission"). Completion of the Merger with RiboTargets will take place on Admission.The Directors of British Biotech are also pleased to announce that the Capital Reorganisation as described in the Listing Particulars was also approved by shareholders. Following the close of trading today, British Biotech's share capital will be reorganised, so that every 20 Existing Ordinary Shares will be consolidated into one Reorganisation Share and one Deferred Share. The Reorganisation Shares will be equivalent to the Existing Ordinary Shares in all respects, including their nominal value, dividend, voting and other rights. The Deferred Shares will not confer any rights to dividends and will have extremely limited rights which render them of negligible monetary value.
Holders of Existing Ordinary Shares whose holdings are registered in CREST will automatically have their Reorganisation Shares credited to their CREST account. In relation to the Reorganisation Shares held in certified form, temporary documents of title will not be issued pending the despatch by post of definitive certificates for such shares. Definitive certificates in respect of the Reorganisation Shares will be despatched by first class post or airmail, as appropriate, by 29 April 2003 to British Biotech shareholders who hold their Existing Ordinary Shares in certificated form. Fractional entitlements to Reorganisation Shares will be aggregated, and the Reorganisation Shares resulting from those fractions will be sold in the market for the benefit of the company.
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