Posting of Scheme Document

RNS Number:0148K
Bionostics PLC
17 December 2007


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.


17 December 2007
For immediate release


Bionostics Plc ("Bionostics")

Recommended cash offer for Bionostics by NAV Bidco Limited ("NAV Bidco")

Posting of Scheme Document


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").

The boards of Bionostics and NAV Bidco are now pleased to announce that the
scheme document (the "Scheme Document"), containing full details of the Offer
and the Scheme, was posted on 15 December 2007.

The Scheme Document will be available for inspection during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted) at the
offices of Macfarlanes (10 Norwich Street, London EC4A 1BD) by all Bionostics
Shareholders, until the end of the Offer Period.

The Scheme Document, Form of Election and Forms of Proxy will also be made
available on Bionostics' website at www.bionosticsplc.com.

Bionostics has submitted two copies of the Scheme Document with the UK Listing
Authority, as required under 9.6.1 R of the Listing Rules. These will be
available for inspection shortly at the UK Listing Authority's Document Viewing
Facility, which is situated at Financial Services Authority, 25 The North
Collonade, Canary Wharf, London E14 5HS.

The expected timetable of principal events required to implement the Scheme is
as follows:

8 January 2008, at 11.00 a.m.  Court Meeting
8 January 2008, at 11.15 a.m.  Extraordinary General Meeting
25 January 2008                Last day of dealings in Bionostics Shares
28 January 2008                Scheme Court Hearing (to sanction the Scheme)
30 January 2008                Reduction Court Hearing (to confirm the Reduction of Capital)
31 January 2008                Effective Date
31 January 2008, at 8.00 a.m.  Delisting of Bionostics Shares


Terms defined in the Scheme Document have the same meanings in this
announcement.

Enquiries:

NAV Bidco Limited                                             Tel: [phone]
Christopher Mills, Director
Maarten Hemsley, Director

Strand Partners Limited                                       Tel: [phone]
(Financial Adviser to NAV Bidco)
Simon Raggett
Stuart Faulkner
Matthew Chandler

Bionostics Plc                                                Tel: [phone]
Dr Paul Haycock, Non-Executive Chairman
Michael Thomas, Group Chief Executive

N M Rothschild & Sons Limited                                 Tel: [phone]
(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
Limited 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 noted below.

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




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