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

 

01 December 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.

 

       

 

PROTHERICS PLC

       

Date:01 December 2008

 

By:

 

/s/ Rolf Soderstrom

       

Rolf Soderstrom

       

Finance Director

 

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

London, 1 December 2008
PROTHERICS PLC ("PROTHERICS")

Offer Update: Court sanction of Scheme of Arrangement

Protherics (LSE: PTI) and BTG 
p
lc 
("
BTG
") 
(LSE: BGC) 
are pleased to announce that the High Court of Justice 
in England and Wales 
has today made an order sanctioning the Scheme of Arrangement by which BTG's Acquisition of Protherics is being implemented. 

In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the associated Reduction of Capital at the Reduction Court Hearing. This hearing will take place on 3 December 2008. Following the confirmation of the Reduction of Capital by the Court, it is 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. An expected timetable of principal events is set out in the Appendix to this announcement. 

Terms defined in the Scheme Document shall have the same meaning(s) when used in this announcement. 
 
Enquiries
 

 

Protherics

Dr Andrew Heath, Chief Executive Officer
Rolf Soderstrom, Chief Financial Officer

Tel: 020 7246 9950


BTG

Christine Soden, Chief Financial Officer
Andy Burrows, Director of Investor Relations

Tel: 
020 
7575 0000


Jefferies (financial adviser to Protherics)

Ian Crosbie
Chris Snoxall (corporate broking)

Tel: 020 7029 8000



Rothschild (financial adviser to BTG)

Dr Lynn Drummond
Tel: 020 7280 5000



Nomura Code Securities (broker to Protherics)
Chris Collins


Tel: 020 7776 1200



Piper Jaffray (joint broker and adviser to BTG)
Neil Mackison / Jamie Adams


Tel: 020 3142 8700


Credit Suisse (joint broker and adviser to BTG)

Stephanie Leouzon / Tristan Lovegrove

Tel: 020 7888 8000


Financial Dynamics
Ben Atwell

Tel: 020 7831 3113



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 
Acquisition 
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 
Acquisition
 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.

Appendix
Expected Timetable of Principal Events

EVENT
TIME and DATE


Reduction Court Hearing (to confirm the Reduction of Capital)
3 December 2008


Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Protherics shares
5.00 p.m. on 3 December 2008


Scheme Record Time
6.00 p.m. on 3 December 2008


Effective Date
4 December 2008


Cancellation of listing of Protherics Shares
8.00 a.m. on 4 December 2008


Expected date of Admission of, and dealings in, New BTG Shares and crediting of New BTG Shares to CREST accounts
8.00 a.m. on 4 December 2008 


Latest date for despatch of share certificates in respect of New BTG Shares issued under the Scheme
18 December 2008


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