BOI Bank Irel13.375

RNS Number:7981M
3M UK Holdings PLC
27 November 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

28 November 2006

                             RECOMMENDED CASH OFFER

                                      FOR

                           BIOTRACE INTERNATIONAL PLC

                                       BY

                               3M UK HOLDINGS PLC

                         ADVISED BY UBS INVESTMENT BANK


                      Offer Declared Wholly Unconditional


1.         Offer Declared Unconditional in All Respects

The Office of Fair Trading announced yesterday that it had decided not to refer
the acquisition of Biotrace to the Competition Commission.

Further to 3M UK Holdings plc's ("3M") announcement on 24 November 2006, in
which it announced that the Offer had become unconditional as to acceptances, 3M
announces that all of the remaining conditions of the Offer have now been either
satisfied or waived.  Accordingly, the Offer is hereby declared wholly
unconditional.

The Offer remains subject to the further terms set out in Part B of Appendix I
to the offer document dated 13 October 2006 (the "Offer Document").  The Offer
will remain open for acceptance until further notice.

2.         Settlement

The consideration will be dispatched (or credited through CREST) on or before 12
December 2006 to Biotrace Shareholders who have validly accepted the Offer on or
before the date of this announcement.  Thereafter, consideration will be
dispatched (or credited through CREST) to Biotrace Shareholders who validly
accept the Offer within 14 days of receipt of an acceptance valid in all
respects.

3.         Acceptance of the Offer

Biotrace Shareholders who wish to accept the Offer and who have not already done
so should:

(i)                  in respect of Biotrace Shares in certificated form,
complete, sign and return the Form of Acceptance, in accordance with the
instructions set out in the Offer Document and in the Form of Acceptance, so as
to be received by Capita Registrars (at The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU) as soon as possible; and

(ii)                in respect of Biotrace Shares in uncertificated form (that
is, in CREST), accept electronically through CREST, in accordance with the
instructions set out in the Offer Document, so that the TTE instruction settles
as soon as possible. Biotrace Shareholders holding Biotrace Shares as a CREST
sponsored member should refer to their CREST sponsor as only the CREST sponsor
will be able to send the necessary TTE instruction to CREST.

4.         Compulsory Acquisition and Delisting

As 3M has now received acceptances of the Offer in respect of, or otherwise
acquired, 90 per cent. or more of the Biotrace Shares to which the Offer relates
3M now intends to exercise its rights pursuant to the provisions of Schedule 2
to the Takeovers Directive (Interim Implementation) Regulations 2006 to acquire
the remaining Biotrace Shares to which the Offer relates on the same terms as
the Offer.

In addition, Biotrace Shareholders should note that 3M intends to procure the
making of applications by Biotrace to the FSA for the cancellation of the
listing of the Biotrace Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of Biotrace Shares on its
market for listed securities. When this de-listing and cancellation occurs, it
will significantly reduce the liquidity and marketability of any Biotrace Shares
not assented to the Offer.

5.         Offer Document

Copies of the Offer Document are available from Capita Registrars at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

Terms defined in the Offer Document shall have the same meanings in this
announcement.

6.         Enquiries

Capita Registrars


Tel: 0870 162 3121 (if calling from within the United Kingdom)

Tel: +44 20 8639 2157 (if calling from outside the United Kingdom)

UBS Investment Bank

Tel: +44 20 7567 8100

Contacts: Aidan Clegg, Nik Morandi

UBS, which is authorised and regulated by the FSA, is acting exclusively for 3M
and no one else in connection with this announcement and will not be responsible
to anyone other than 3M for providing the protections afforded to clients of UBS
or for providing advice in connection with this announcement or any other
matters referred to herein.

Numis, which is authorised and regulated by the FSA, is acting exclusively for
Biotrace and no one else in connection with this announcement and will not be
responsible to anyone other than Biotrace for providing the protections afforded
to clients of Numis or for providing advice in connection with this announcement
or any other matters referred to herein.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.  Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.  Further details in relation to
Overseas Shareholders are contained in the Offer Document.

Unless otherwise determined by 3M, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any Restricted Jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction, and the
Offer should not be accepted by any such use, means, instrumentality or
facilities or from or within the a Restricted Jurisdiction.  Accordingly, copies
of this announcement are not being, and must not be mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction and
all persons receiving this announcement (including nominees, trustees and
custodians) must not mail or otherwise forward, distribute or send it in, into
or from a Restricted Jurisdiction.  Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, 3M will retain the right
to permit the Offer to be accepted and any sale of securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

OUPBRBTTMMITTPF

Bank Irel13.375 (LSE:BOI)
Historical Stock Chart
From Apr 2024 to May 2024

Bank Irel13.375 (LSE:BOI)
Historical Stock Chart
From May 2023 to May 2024