<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
THERAPEUTIC ANTIBODIES INC.
(Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing the Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
<PAGE> 2
THERAPEUTIC ANTIBODIES INC.
1207 17TH AVENUE SOUTH
SUITE 103
NASHVILLE, TENNESSEE 37212
THIS DOCUMENT IS IMPORTANT AND NEEDS YOUR IMMEDIATE ATTENTION. WHEN
CONSIDERING WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONTACT YOUR STOCKBROKER,
BANK MANAGER, ATTORNEY, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT INVESTMENT
ADVISER. YOUR ATTENTION IS DRAWN TO THE RESOLUTION TO APPROVE AND AUTHORIZE THE
COMPANY TO FILE THE CERTIFICATE OF AMENDMENT TO THE COMPANY'S AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION, THE PRINCIPAL TERMS OF WHICH ARE
DESCRIBED IN THE PROXY STATEMENT.
October 26, 1998
TO THE SHAREHOLDERS OF THERAPEUTIC ANTIBODIES INC.:
On behalf of the Board of Directors and management, I invite you to attend
the Special Meeting of Shareholders of Therapeutic Antibodies Inc. (the
"Company") to be held on November 6, 1998 at 8:00 a.m., Nashville Time, at the
offices of Waller Lansden Dortch & Davis, PLLC, located at 511 Union Street,
Suite 2100, Nashville, Tennessee 37219.
The notice of meeting and proxy statement accompanying this letter describe
the specific business to be acted upon.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO MARK, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD.
If you have sold or transferred all of your Therapeutic Antibodies Inc.
Common Stock, please deliver this document to the purchaser or transferee or to
the agent through whom the sale or transfer of shares was executed, for delivery
to the purchaser or transferee.
Sincerely yours,
Martin S. Brown
Secretary
IMPORTANT
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
<PAGE> 3
THERAPEUTIC ANTIBODIES INC.
1207 17TH AVENUE SOUTH
SUITE 103
NASHVILLE, TENNESSEE 37212
------------------------------
NOTICE OF SPECIAL SHAREHOLDERS' MEETING
OCTOBER 26, 1998
------------------------------
Notice is hereby given that a Special Meeting of Shareholders of
Therapeutic Antibodies Inc. (the "Company") will be held on November 6, 1998, at
8:00 a.m., Nashville Time, at the offices of Waller Lansden Dortch & Davis,
PLLC, located at 511 Union Street, Suite 2100, Nashville, Tennessee 37219, for
the following purposes:
AS SPECIAL BUSINESS:
To consider and, if acceptable, to pass the following resolution which will
be proposed as an Ordinary Resolution:
To approve and authorize the Company to file the Certificate of
Amendment to the Company's Amended and Restated Certificate of
Incorporation, the principal terms of which are described in the
Proxy Statement.
Shareholders of record at the close of business on September 16, 1998 are
entitled to notice of and to vote at the Special Shareholders' Meeting.
By order of the Board of Directors
Martin S. Brown
Secretary
Dated: October 26, 1998
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENVELOPE PROVIDED.
<PAGE> 4
THERAPEUTIC ANTIBODIES INC.
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of proxies
to be used at a Special Meeting of Shareholders of Therapeutic Antibodies Inc.
(the "Company") to be held on November 6, 1998 at 8:00 a.m., Nashville Time, at
the offices of Waller Lansden Dortch & Davis, PLLC, located at 511 Union Street,
Suite 2100, Nashville, Tennessee 37219, and at any adjournment or adjournments
thereof. This Proxy Statement and the accompanying form of proxy are first being
mailed or given to shareholders of the Company on or about October 26, 1998.
Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with the shareholders' directions. If no directions are given,
proxies will exercise their discretion as to whether, and if so, how they vote
on all matters to properly come before the meeting. The Board of Directors is
not aware of any matters other than that described herein which may be presented
for action at the meeting.
To be effective, a proxy card must be received prior to the Special
Meeting. A proxy may be revoked at any time prior to the voting thereof by
written request to the Company at 1207 17th Avenue South, Suite 103, Nashville,
Tennessee 37212, Attention: Martin S. Brown, Secretary. A proxy may also be
revoked by submission to the Company of a more recently dated proxy. The giving
of a proxy will not affect the right of the shareholders to attend the meeting
and vote in person. A shareholder may revoke a proxy by attending the Special
Meeting and voting in person.
The close of business on September 16, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Special Meeting. On that date there were 23,366,658 shares of Common Stock
outstanding. Each share has one vote. The Common Stock of the Company is the
only outstanding voting stock. References herein to the "Company," include
Therapeutic Antibodies Inc. and its subsidiaries.
APPROVAL OF CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
REASONS FOR AMENDMENT
The Company is seeking shareholder approval of an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to increase the number of authorized shares of Common Stock (the
"Amendment").
The Company is planning an (pound)11.5 million (US$19.3 million)
refinancing by way of the issue of 28,690,561 shares of its Common Stock of
US$0.001 each (the "New Shares"). The refinancing is proposed to consist of the
placing of 21,300,000 New Shares (the "Placing") at a price of (pound)0.40
(US$.67) per share (the "Placing Price"), and the conversion of US$2.0 million
Series A Preferred Stock (as defined below) issued by the Company together with
accrued dividends thereon into 2,995,692 New Shares at the Placing Price and the
conversion of US$2.9 million loan notes issued by the Company into 4,394,869 New
Shares at the Placing Price (the "Conversions").
The Placing will raise approximately (pound)7.5 million (US$12.7 million)
net of expenses. In connection with the Conversions, the Company has entered
into agreements with the holders of US$2.375 million of the Subordinated
Promissory Notes issued by the Company between June and August 1998 (the "1998
Notes"), to convert these, together with US$107,363 of accrued interest, into
3,658,058 New Shares at the Placing Price, and with an officer of the Company to
convert US$0.5 million of a US$1.0 million of loan notes issued by the Company
into 736,811 New Shares at the Placing Price. The repayment of the remaining
US$0.5 million to that officer has been deferred until December 31, 2000.
Furthermore, Panmure Gordon & Co. Limited has given notice in respect of its
conversion rights over the US$2.0 million Series A Preferred Stock
<PAGE> 5
issued to it in September 1998(together with accrued dividends thereon) to
convert it into 2,995,692 New Shares at the Placing Price conditional on
admission of the New Shares to the Official List of the London Stock Exchange.
Further details of the Series A Preferred Stock are contained below under the
heading "Series A Preferred Stock." The Series A Preferred Stock was issued to
cover the Company's short-term financial requirements while the Placing and
Conversions are completed.
The proceeds of the Placing will be used primarily to fund the ongoing
development of the Company's products, and to repay the remaining US$1.65
million of the 1998 Notes.
The Placing is being carried out without making a pre-emptive offer to
existing shareholders because the Delaware General Corporation Law does not
include such a requirement and making a pre-emptive offer would require
registration of the New Shares under the United States Securities Act of 1933,
as amended, which would involve additional costs to the Company.
The Company's Certificate of Incorporation currently authorizes 39,000,000
shares of Common Stock and 1,000,000 shares of Preferred Stock, of which 100
shares have been designated as Series A Convertible Redeemable Preferred Stock
(the "Series A Preferred Stock"). At October 26, 1998, the Company had
23,366,658 shares of Common Stock and 100 shares of Series A Preferred Stock
outstanding, and another 3,842,665 shares of Common Stock were reserved for
issuance upon the exercise of outstanding options and warrants. In order to
complete the Placing and the Conversions, the Company's Certificate of
Incorporation must authorize a sufficient number of shares of Common Stock for
issuance upon completion of the Placing and the Conversions. Accordingly, the
Board of Directors of the Company has determined that it is in the best
interests of the Company to seek shareholder approval of an increase in the
number of authorized shares of Common Stock at the Special Meeting. On August
13, 1998, the Board of Directors approved the proposed Certificate of Amendment
to the Company's Amended and Restated Certificate of Incorporation, as further
described below.
FINANCIAL POSITION OF THE COMPANY
THE NEW SHARES ARE BEING ISSUED AT A DISCOUNT OF 52.9 PERCENT TO THE
MID-MARKET PRICE OF THE SHARES OF COMMON STOCK OF THE COMPANY AS REPORTED ON THE
LONDON STOCK EXCHANGE OFFICIAL DAILY LIST AT THE CLOSE OF BUSINESS ON OCTOBER
23, 1998. SUBSCRIBERS FOR THE NEW SHARES COULD NOT BE PROCURED AT A LEVEL IN
EXCESS OF THAT PRICE. THE PLACING HAS BEEN FULLY UNDERWRITTEN BY PANMURE GORDON
& CO. LIMITED. THE DIRECTORS ARE OF THE OPINION THAT FOLLOWING THIS FUNDRAISING
THE COMPANY WILL HAVE SUFFICIENT FUNDS TO ALLOW IT TO CONTINUE IN BUSINESS AND
TO REACH THE COMMERCIAL LAUNCH OF SEVERAL OF ITS PRODUCTS AND ACCORDINGLY REACH
THE POINT AT WHICH ITS REVENUES CAN SUSTAIN ONGOING PRODUCT DEVELOPMENT. THE
COMMERCIAL LAUNCH OF PRODUCTS IS DEPENDENT UPON SATISFACTORY CLINICAL AND
REGULATORY DEVELOPMENT, AND IN THE CASE OF THOSE PRODUCTS WHICH DO NOT YET HAVE
MARKETING PARTNERS, UPON ENTERING INTO COMMERCIAL COLLABORATIONS, BOTH OF WHICH
THE DIRECTORS BELIEVE WILL BE ACHIEVED. THE DIRECTORS HAVE EXHAUSTED ALL OTHER
METHODS OF SUITABLE FINANCING AND BELIEVE THAT THE PLACING AT THIS PRICE IS THE
ONLY METHOD BY WHICH THE COMPANY IS ABLE TO RAISE THE FUNDS REQUIRED FOR ITS
CONTINUED OPERATIONS. UNLESS THE AMENDMENT IS APPROVED BY THE COMPANY'S
SHAREHOLDERS AT THE SPECIAL MEETING, THE PLACING CANNOT BE COMPLETED, AS IT IS
CONDITIONAL UPON THE INCREASE IN THE COMPANY'S AUTHORIZED SHARE CAPITAL, AND THE
COMPANY WILL NOT HAVE SUFFICIENT FUNDS TO CONTINUE OPERATIONS. THE DIRECTORS
BELIEVE THAT IN THE ABSENCE OF THE PLACING THEY WOULD HAVE TO TAKE ACTION TO
PROTECT THE COMPANY FROM ITS CREDITORS THROUGH FORMAL INSOLVENCY PROCEEDINGS, OR
PURSUE ALTERNATIVE COURSES OF ACTION WHICH MAY RESULT IN THERE BEING NEGLIGIBLE
REMAINING SHAREHOLDER VALUE.
The Company is of the opinion that taking account of the net proceeds of
the Placing and existing cash resources, the Company will have sufficient
working capital for its present requirements.
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation currently authorizes the
issuance of 39,000,000 shares of Common Stock, par value $0.001 per share, and
1,000,000 shares of Preferred Stock, par value $0.01 per share. On August 13,
1998, the Board of Directors of the Company approved the Amendment to increase
the
2
<PAGE> 6
number of authorized shares of Common Stock to 59,000,000, which is an increase
of 51.3 percent over the current number of authorized shares of Common Stock.
SERIES A PREFERRED STOCK
Panmure Gordon & Co. Limited, as the holder of the Series A Preferred
Stock, is entitled to dividends at the rate of 15% per annum. Any portion of the
Series A Preferred Stock can be converted into shares of Common Stock at any
time prior to redemption, at a price being the lower of the price at which the
Company's Common Stock is traded on the London Stock Exchange, or the price at
which the Company sells shares of Common Stock in any placements taking place
after the date of issue of the Series A Preferred Stock. Upon either the
redemption or conversion of the Series A Preferred Stock, the holder is entitled
to receive a warrant to purchase up to 200,000 shares of Common Stock at an
exercise price equal to the lower of (i) the average middle market quotation of
a share of Common Stock as reported on the London Stock Exchange Daily Official
List for the 5 trading days ending on the day immediately preceding the date of
issue of the warrant and (ii) the price at which the Company issues shares of
Common Stock in any placement consummated after the date of the stock purchase
agreement and prior to or on the same date as the issuance of the warrant.
In the event of the liquidation, dissolution or winding up of the Company,
the holders of the Series A Preferred Stock are entitled to a preferential
distribution equal to US$20,000 per share, plus the amount of any accrued but
unpaid dividends.
All outstanding shares of the Series A Preferred Stock must be redeemed by
the Company on the earlier of 90 days from the date of issuance or closing of
any placement by the Company of debt or equity securities, for an amount equal
to US$20,000 per share plus accrued but unpaid dividends.
REQUIRED VOTE
Shareholder approval of the Amendment is required by the terms of the
Company's Certificate of Incorporation and by Delaware law. Adoption of the
Amendment is conditional on the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Special Meeting.
In the event you do not return a proxy card, the effect will be a vote against
the Amendment.
The foregoing is intended to be a description of the principal features of
the Amendment and is qualified in its entirety by reference to the complete text
of the Certificate of Amendment to Amended and Restated Certificate of
Incorporation, a copy of which will be available for inspection at the Special
Meeting. A copy of the Certificate of Amendment is also available from the
Company upon request, or may be inspected at the principal office of the Company
at 1207 17th Avenue South, Suite 103, Nashville, Tennessee 37212 or at the other
locations specified below under the heading "Documents Available For Inspection"
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) from the date of this document until the Special Meeting and
at the place of the Special Meeting fifteen minutes before the meeting and
during the meeting. See, "General Information" below.
RECOMMENDATION
The Board of Directors considers the Placing, the Conversions and the
Amendment to be in the best interests of the Company and its shareholders as a
whole. Accordingly, the Directors unanimously recommend that shareholders vote
FOR the adoption of the Amendment as they intend to do in respect of their own
beneficial holdings amounting, in the aggregate, to 3,652,423 shares of Common
Stock, representing 15.6 percent of the Company's current issued share capital.
3
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares held beneficially,
directly or indirectly, as of October 16, 1998, by (i) all beneficial owners of
more than 3% of the Company's Common Stock, (ii) all directors and Named
Executive Officers of the Company, and (iii) all directors and executive
officers as a group, together with the percentage of the outstanding shares
which such ownership represents.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(5) CLASS(6)
------------------- ----------------- -----------
<S> <C> <C>
Stuart M. Wallis(1)......................................... 0 *
Andrew J. Heath, M.D., Ph.D.(1)(2).......................... 36,500(7) *
Martin S. Brown(1)(2)....................................... 2,880,633(8) 12.2%
Harry G. Browne, M.D.(2)(3)................................. 514,122(9) 2.2
A. J. Kazimi(2)(3).......................................... 468,000(10) 1.9
John Landon, M.D.(2)(3)..................................... 115,000(11) *
Tim Chard, M.D.(1).......................................... 1,050,790(12) 4.5
Glyn O. Edwards(2)(4)....................................... 17,000(13) *
All current directors and executive officers as a group
(five persons)............................................ 3,960,899(14) 16.7
Monetary Authority of Singapore............................. 1,241,126 5.3
54 Lombard Street
London
EC3T 3AH
Prudential Portfolio Managers Limited....................... 1,636,900 7.0
Mariner House
Pepys Street
London EC3N 4DA
Schroder Investment Management Limited...................... 1,112,686 4.8
22 Church Street
Hamilton HM11, Bermuda
Nomura International PLC.................................... 977,325 4.2
Nomura House
1 St. Martin's LeGrand
London EC1A 4NP
</TABLE>
- ---------------
* Indicates less than 1% ownership
(1) The address for Messrs. Wallis, Brown, Heath and Chard is c/o Therapeutic
Antibodies Inc., 1207 17th Avenue South, Suite 103, Nashville, Tennessee
37212.
(2) Named Executive Officers.
(3) Resigned as an officer and as a director of the Company effective August
31, 1998.
(4) Resigned as an officer of the Company effective June 1, 1998.
(5) Beneficial ownership is deemed to include shares of the Company's Common
Stock which an individual has a right to acquire within 60 days of the date
of this Proxy Statement upon the exercise of options. The table includes
options granted under the Company's 1990 Stock Incentive Plan and its 1997
Stock Option Plan (collectively, the "Option Plans"). These shares are
deemed to be outstanding for the purposes of computing the percentage
ownership of that individual but are not deemed outstanding for the
purposes of computing the percentage of any other person. Unless otherwise
noted in the following footnotes, the persons as to whom information is
given had sole voting and investment power over the shares of Common Stock
shown as beneficially owned.
(6) Computation based upon 23,366,658 shares outstanding on October 16, 1998.
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<PAGE> 8
(7) Includes 12,500 shares of Common Stock issuable upon the exercise of
outstanding warrants and 9,000 shares of Common Stock issuable upon the
exercise of options granted pursuant to the Option Plans.
(8) Includes 179,804 shares of Common Stock owned by Mr. Brown's spouse, 79,000
shares of Common Stock issuable upon the exercise of warrants outstanding,
6,250 shares of Common Stock registered in the name of the Cockayne Fund,
Inc., over which Mr. Brown shares investment control, 170,000 shares of
Common Stock issuable upon the exercise of options granted pursuant to the
Option Plans, 68,449 shares of Common Stock held in an Individual
Retirement Account, and 645,706 shares of Common Stock held by the Atticus
Trust of which Mr. Brown is a trustee.
(9) Includes 110,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans, 283,372 shares registered in
the name of the Browne Family Trust, 64,750 shares registered in the name
of the Browne Children's Trust, and 56,000 shares registered in the name of
the Margaret G. Browne Trust, of which Dr. Browne is a trustee.
(10) Includes 190,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(11) Represents shares of Common Stock issuable upon the exercise of options
granted pursuant to the Option Plans.
(12) Includes 45,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(13) Includes 17,000 shares issuable upon the exercise of options granted
pursuant to the Option Plans.
(14) Includes 79,000 shares of Common Stock issuable upon the exercise of
outstanding warrants and 564,000 shares of Common Stock issuable upon the
exercise of options granted pursuant to the Option Plans.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1999 Annual Meeting
of Shareholders must be received by the Company at its executive offices at 1207
17th Avenue South, Suite 103, Nashville, Tennessee 37212 no later than December
28, 1998, in order to be included in the proxy statement and form of proxy for
that meeting. The deadline for delivering to the Company notice of shareholder
proposals, other than proposals to be included in the proxy statement, for the
1999 Annual Meeting of Shareholders will be February 15, 1999, pursuant to Rule
14a-4 under the Securities Exchange Act of 1934. The persons named as proxies in
the proxy statement may exercise discretionary authority to vote on any
proposals received after such date.
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on at
the Special Meeting will be by written ballot. Inspectors of election will be
appointed to, among other things, determine the number of shares outstanding,
the shares represented at the Special Meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, to receive votes of ballots, to
hear and determine all challenges and questions in any way arising in connection
with the right to vote, to count and tabulate all votes and to determine the
result. The inspectors of election will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. Abstentions, however, do not constitute
a vote "for" or "against" any matter and thus will be disregarded in the
calculation of "votes cast."
Inspectors of election will treat shares referred to as "broker non-votes"
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
5
<PAGE> 9
MISCELLANEOUS
1. The Company's registered office is Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, USA. The Company's principal place of
business is at 1207 17th Avenue South, Suite 103, Nashville, Tennessee 37212,
USA.
2. The solicitation of proxies on the enclosed form is made on behalf of the
Board of Directors of the Company. The entire cost of soliciting these
proxies will be borne by the Company. In addition to being solicited through
the mails, proxies may be solicited personally or by courier service,
telephone or telegraph by officers, directors and employees of the Company,
who will receive no additional compensation for such activities. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of
shares held of record by such persons, who will be reimbursed for their
reasonable expenses incurred in such connection.
3. Application has been made to the London Stock Exchange for the New Shares to
be admitted to the Official List and it is expected that the New Shares will
be issued and dealings on the London Stock Exchange will commence on November
9, 1998.
4. The New Shares will rank pari passu in all respects with all existing issued
Common Stock of the Company.
5. The New Shares will be issued in registered form. It is expected that
certificates will be posted in respect of the New Shares by November 11,
1998.
6. The Directors of the Company may by resolution permit the New Shares to be
held and transferred in uncertificated form in CREST within a reasonable
period if permitted to do so by United Kingdom law and CREST's operator,
CREST Co Limited. The Delaware General Corporation Law permits the holding
and transfer of shares in uncertificated form.
7. Listing Particulars in relation to the Placing of the New Shares, dated
October 26, 1998, are available free of charge from the date of this document
until the Special Meeting at the addresses given below.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of
Ashurst Morris Crisp of 5 Appold Street, London EC2A 2HA or Waller Lansden
Dortch & Davis, A Professional Limited Liability Company, 511 Union Street,
Suite 2100, Nashville, Tennessee 37219 and at the offices of TAb London Limited
at 14-15 Newbury Street, London EC1A 7HU and at 1207 17th Avenue South, Suite
103, Nashville, Tennessee 37212 during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) from the date of this document
until the Special Meeting:
(a) the Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company;
(b) the proposed Certificate of Amendment to the Company's Amended and Restated
Certificate of Incorporation;
(c) the audited consolidated accounts of the Company and its subsidiaries for
the years ended December 31, 1996 and 1997, being each of the two financial
years preceding the publication of this document; and
(d) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and the most recent Quarterly Reports on Form 10-Q as filed with
the SEC.
6
<PAGE> 10
Additionally, upon the written request of any record holder or beneficial
owner of Common Stock entitled to vote at the Special Meeting, the Company,
without charge, will provide a copy of the documents listed above.
BY ORDER OF THE BOARD OF DIRECTORS
Martin S. Brown
Secretary
Nashville, Tennessee
October 26, 1998
7
<PAGE> 11
Appendix A
PROXY CARD
THERAPEUTIC ANTIBODIES INC.
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 6, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
The undersigned hereby appoints Martin S. Brown and Andrew J. Heath, M.D.,
Ph.D., or either of them, with power of substitution or , as
Proxy(ies) to vote all stock of Therapeutic Antibodies Inc. owned by the
undersigned at the Special Meeting of Shareholders to be held at the offices of
Waller Lansden Dortch & Davis, PLLC, located at 511 Union Street, Suite 2100,
Nashville, Tennessee 37219, at 8:00 a.m. Nashville Time, on November 6, 1998,
and any adjournment thereof, on the following item of business and such other
business as may properly come before the meeting.
THE APPROVAL AND AUTHORIZATION OF THE COMPANY TO FILE THE CERTIFICATE OF
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
THE PRINCIPAL TERMS OF WHICH ARE DESCRIBED IN THE PROXY STATEMENT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE
PROXY DESIGNATED HEREBY WILL EXERCISE HIS OR HER DISCRETION AS TO WHETHER AND,
IF SO, HOW TO VOTE ON ALL MATTERS TO PROPERLY COME BEFORE THE MEETING. YOU MAY,
BUT ARE NOT REQUIRED TO, APPOINT ANY PERSON, WHETHER OR NOT AFFILIATED WITH THE
COMPANY, AS YOUR PROXY. IN THE ABSENCE OF A SPECIFIC DESIGNATION, MARTIN S.
BROWN AND ANDREW J. HEATH, M.D., PH.D., OR EITHER OF THEM, WITH POWER OF
SUBSTITUTION, SHALL ACT AS YOUR PROXY FOR THE SPECIAL MEETING.
Please sign, and when signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated: , 1998
-----------------
------------------------------
Shareholder Name (Please
print)
------------------------------
Signature of Shareholder
------------------------------
Signature if held jointly
[ ] I expect to attend the Special Meeting
[ ] I do not expect to attend the Special Meeting
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
