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Bionostics PLC - Scheme Court Hearing

RNS Number:6786M Bionostics PLC 28 January 2008 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction (including the United States) where to do so would constitute a violation of the laws of such jurisdiction. No Securities Commission or similar authority in the United States of America has in any way passed upon the merits of the proposals contained herein and in the Scheme Document. 28 January 2008 For immediate release Bionostics Plc ('Bionostics') Recommended cash offer for Bionostics by NAV Bidco Limited ('NAV Bidco') Scheme Court Hearing On 6 December 2007, the boards of Bionostics and NAV Bidco announced the terms of a recommended cash offer of 30 pence per share for the entire issued and to be issued ordinary share capital of Bionostics (the 'Offer') to be effected by way of a scheme of arrangement pursuant to section 425 of the Companies Act 1985 (the 'Scheme'). On 15 December 2007, the boards of Bionostics and NAV Bidco announced the posting of the scheme document (the 'Scheme Document'), containing full details of the Offer. The boards of Bionostics and NAV Bidco are now pleased to announce that, at a hearing earlier today, the Court granted an order sanctioning the Scheme. The Scheme was approved by the requisite majorities of Bionostics Shareholders at the Court Meeting and at the Extraordinary General Meeting, both of which were held on 8 January 2008. It is expected that the Effective Date of the Scheme will be 31 January 2008. A further announcement will be made by Bionostics to confirm when the Scheme has become effective. NAV Bidco is required under the terms of the Scheme and the City Code to despatch the consideration pursuant to the Scheme not more than 14 days after the Effective Date. Elections for the Unlisted Securities Alternative as at 3.00 p.m. on 25 January 2008 (being the last time by which Forms of Election for the Unlisted Securities Alternative and TTE messages in respect of the same had to be received) were made in respect of, in aggregate, 1,041,144 Bionostics Shares, representing 2.06 per cent. of the issued share capital of Bionostics. Accordingly, the threshold for the implementation of the Unlisted Securities Alternative has not been reached and Bionostics Shareholders who elected for the Unlisted Securities Alternative will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election, in accordance with the terms of the Offer. Terms defined in the Scheme Document, dated 15 December 2007, have the same meanings in this announcement. Enquiries: NAV Bidco Limited Tel: 020 7747 5678 Christopher Mills, Director Maarten Hemsley, Director Strand Partners Limited Tel: 020 7409 3494 (Financial Adviser to NAV Bidco) Simon Raggett Stuart Faulkner Matthew Chandler Bionostics Plc Tel: 020 7067 0700 Dr Paul Haycock, Non-Executive Chairman Michael Thomas, Group Chief Executive N M Rothschild & Sons Limited Tel: 0121 600 5252 (Financial Adviser to Bionostics) Paul Simpson John Byrne Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as sole financial adviser to NAV Bidco and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than NAV Bidco for providing the protections afforded to clients of Strand Partners Limited or for providing advice in relation to matters set out in this announcement or any other matter referred to herein. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Bionostics and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bionostics for providing the protections afforded to clients of Rothschild or for providing advice in relation to the matters set out in this announcement or any other matter referred to herein. The full terms and conditions of the Scheme are set out in the Scheme Document. Bionostics Shareholders are advised to read carefully the formal documentation in relation to the Proposals. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. The availability of the Offer, the Unlisted Securities Alternative and the release, publication or distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. This announcement has been prepared for the purpose 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 of jurisdictions outside England. NAV Bidco Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States and may not be offered or sold directly or indirectly in or into the United States unless registered under the Securities Act or issued pursuant to an exemption therefrom. Accordingly, notwithstanding the Unlisted Securities Alternative, all Scheme Shareholders who are US Persons shall receive cash, and there shall be no issuance of NAV Bidco Shares to such Scheme Shareholders, unless NAV Bidco considers that they may be so issued pursuant to an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act and the registration requirements of the securities laws of any state in the United States provided that NAV Bidco has the right to deem a Scheme Shareholder not to have made an election under the Unlisted Securities Alternative where such election is by a Scheme Shareholder to whom the issue of NAV Bidco Shares would be subject to the securities laws of the state of New York or the securities law of any other state in the United States which imposes regulatory obligations in connection with the sale of such securities which NAV Bidco considers unduly onerous or with which they are unable to comply. Any such issue, and the availability of the Unlisted Securities Alternative, will be subject to the additional restrictions set out in the Scheme Document. No steps have been taken, nor will any be taken, to enable NAV Bidco Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to NAV Bidco Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, NAV Bidco Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia). In accordance with normal United Kingdom market practice and subject to applicable regulatory requirements, NAV Bidco or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Bionostics Shares outside the United States, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and under applicable regulatory requirements (including applicable US securities laws). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Bionostics and certain plans and objectives of the boards of Bionostics and NAV Bidco with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of Bionostics and NAV Bidco in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although Bionostics and NAV Bidco believe that the expectations reflected in such forward-looking statements are reasonable, Bionostics and NAV Bidco can give no assurance that such expectations will prove to have been correct and Bionostics and NAV Bidco therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 'interested' (directly or indirectly) in one per cent., or more of any class of 'relevant securities' of Bionostics, all 'dealings' in any 'relevant securities' of Bionostics (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or when the 'offer period' for the purposes of the City Code otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Bionostics, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Bionostics by Bionostics or NAV Bidco, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities''dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotations marks in this section are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. ENDS This information is provided by RNS The company news service from the London Stock Exchange END MSCILFISLLITFIT

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