BTG Plc, one of the world?s leading technology transfer companies, is a potential takeover target, according to recent reports in the UK press.
Finance director Rusi Kathoke responded to speculation yesterday, saying: ?To the best of my knowledge, no one has expressed a desire acquire BTG or amend the articles of the company [necessary before any one person or institution can own more than 15% of BTG].?
He added: ?I speak with several financial institutional investors every month and I?ve never heard the sentiment expressed. We have had, and continue to have, stable shareholdings; employees remain the largest shareholders with more than a third of the shares in total.?
Kathoke explained that the UK government held a golden share in BTG between privatisation in 1992 and March 31 this year. The rationale was to prevent management or outsiders from asset stripping the company?s technology portfolio, protecting both BTG and the technology sources, with which it shares product revenues. (The company owns over 9,000 patents and patent applications covering around 300 technologies. It has around 470 licences with companies worldwide.)
According to BTG?s founding articles, the golden shareholder has to consent before anyone can purchase more than 15 per cent. The golden share was redeemed from the Department of Trade and Industry by BTG for #1 on March 31, as planned and stated in the company?s founding articles.
Kathoke says that to change the 15% rule, BTG would have to convene an EGM and amend the articles. That one change requires a special resolution commanding support from 75% of the voting capital. Given that no financial institution owns more than 3%, and most own less than 1%, he says he would be surprised if the article was overturned, opening up a potential route to takeover.
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