Re Reduction of Capital

RNS Number:0530T
Whatman PLC
24 April 2008




RECOMMENDED ACQUISITION OF WHATMAN PLC BY GE HEALTHCARE LIFE SCIENCES LTD - 
COURT SANCTION OF SCHEME AND CONFIRMATION OF REDUCTION OF CAPITAL

On 4 February 2008, the boards of directors of GE Healthcare Life Sciences and
Whatman announced that they had reached agreement on the terms of a recommended
cash acquisition of the entire issued and to be issued share capital of Whatman
by GE Healthcare Life Sciences, to be effected by means of a Court-sanctioned
scheme of arrangement as further described in that announcement.

The board of Whatman is pleased to announce that the Court has today sanctioned
the Scheme and confirmed the Reduction of Capital involved therein.

Accordingly, all the conditions of the Scheme have been satisfied or waived
other than the delivery to, and the registration by, the Registrar of Companies
for England and Wales of an office copy of the court order sanctioning the
Scheme and confirming the Reduction of Capital.

The Scheme is expected to become effective on 25 April 2008 and it is
anticipated that the consideration will be dispatched by GE Healthcare Life
Sciences on or before 30 April 2008.

An application has been made to the UK Listing Authority requesting the
cancellation of listing of Whatman Shares on the Official List and to London
Stock Exchange Plc requesting the cancellation of trading of Whatman Shares on
the main market of the London Stock Exchange. The cancellation of listing is
expected to take place at 8.00 a.m. on 25 April 2008. 

Unless the context otherwise requires, terms defined in the announcement dated 4
February 2008 have the same meaning in this announcement.

Enquiries

Whatman Plc     + 44 162 267 6670


Kieran Murphy, Chief Executive Officer
Chris Rickard, Finance Director     

Goldman Sachs International                            + 44 20 7774 1000

Mark Sorrell
Nimesh Khiroya      

Numis Securities Limited                               + 44 20 7260 1000

Michael Meade 
Christopher Wilkinson

Financial Dynamics                                     + 44 20 7831 3113

David Yates

Goldman Sachs International, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Whatman and no-one else in connection with the
proposed acquisition and will not be responsible to anyone other than Whatman
for providing the protections afforded to clients of Goldman Sachs International
nor for providing advice in relation to the proposed acquisition or any other
matters referred to in this announcement.

Numis Securities Limited, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Whatman as the independent financial adviser to
Whatman for the purposes of providing independent advice to the directors of
Whatman on the proposed acquisition under Rule 3 of the City Code and no-one
else in connection with the proposed acquisition and will not be responsible to
anyone other than Whatman for providing the protections afforded to clients of
Numis Securities Limited nor for providing advice in relation to the proposed
acquisition or any other matters referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Whatman, all "dealings" in
any "relevant securities" of that company (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 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances (or, if implemented by a scheme of arrangement,
such scheme becomes effective), lapses or is otherwise withdrawn or on which the
"offer period" 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 Whatman, 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 Code, all "dealings" in "relevant
securities" of Whatman by GE Healthcare Life Sciences or Whatman, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London 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 Takeover 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 quotation marks within this section are defined in the 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.    


John Simmonds 

Company Secretary




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

END

MSCILFIVSLISFIT