RECOMMENDED ALL CASH OFFER FOR FUTURAGENE PLC

 

TIDMFGN 
 
RNS Number : 8390L 
Suzano Papel E Celulose 
13 May 2010 
 
Suzano Papel e Celulose S.A. 
Offer for FuturaGene plc 
FuturaGene plc 
 
13 May 2010 
 
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 OF THAT JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
13 May 2010 
 
   RECOMMENDED ALL CASH OFFER FOR FUTURAGENE PLC BY SUZANO TRADING LIMITED, A 
            WHOLLY-OWNED SUBSIDIARY OF SUZANO PAPEL E CELULOSE S.A. 
 
 
 
Summary 
 
* The FuturaGene Board and the Suzano Papel e Celulose Board are pleased to 
announce that they have reached agreement on the terms of a recommended all cash 
offer for the entire issued and to be issued ordinary share capital of 
FuturaGene by Suzano Bidco, a wholly-owned subsidiary of Suzano Papel e 
Celulose, other than FuturaGene Shares already owned by the Suzano Group 
(currently 4,258,110 FuturaGene Shares representing approximately 7.6 per cent. 
of the current issued share capital of FuturaGene). 
 
* Under the terms of the Proposal each Scheme Shareholder will receive 90 pence 
in cash for each Scheme Share. 
 
* The Proposal values the entire issued and to be issued share capital of 
FuturaGene at approximately GBP59.2 million. 
 
* The Proposal represents a premium of approximately: 
 
* 7.1 per cent. to the Closing Price of 84 pence per FuturaGene Share on 22 
February 2010 (being the last Business Day prior to the announcement that 
FuturaGene had received an approach which may lead to an offer); 
 
* 41.2 per cent. to the average Closing Price for the one month period ended on 
12 May 2010 (being the last Business Day prior to the date of this 
announcement), being 63.8 pence per FuturaGene Share; and 
 
* 35.3 per cent. to the Closing Price of 66.5 pence per FuturaGene Share on 12 
May 2010 . 
 
* It is intended that the Proposal will be implemented by way of a 
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 
between FuturaGene and the Scheme Shareholders involving a reduction of capital. 
The Scheme Circular will be posted to FuturaGene Shareholders as soon as 
reasonably practicable. It is currently expected that, subject to the 
satisfaction (or, where relevant, waiver) of the Conditions, the Scheme will 
become effective on or around Tuesday 13 July 2010. 
 
* Suzano Bidco has received irrevocable undertakings from those FuturaGene 
Directors who hold FuturaGene Shares and from certain other FuturaGene 
Shareholders representing, in aggregate, approximately 43.1 per cent. of 
FuturaGene's current issued share capital eligible to be voted at the Meetings 
(amounting to in aggregate 22,408,330 FuturaGene Shares) (i) to vote (or (as 
applicable) to use reasonable endeavours to procure voting or, in the case of 
983,117 FuturaGene Shares, to request that the Trustee, in whose name such 
FuturaGene Shares are registered, vote) in favour of the resolutions relating to 
the Proposal at the Meetings and (ii) if the Proposal is subsequently structured 
as a takeover offer, to accept (or (as applicable) to use reasonable endeavours 
to procure acceptance of or, in the case of 983,117 FuturaGene Shares, to 
request that the Trustee accepts) any potential recommended takeover offer made 
by Suzano Bidco. 
 
* The FuturaGene Directors, who have been so advised by Evolution Securities, 
consider the terms of the Proposal to be fair and reasonable. In providing its 
advice to the FuturaGene Directors, Evolution Securities has taken into account 
the commercial assessments of the FuturaGene Directors. 
 
Accordingly, the FuturaGene Directors unanimously recommend that FuturaGene 
Shareholders vote (or procure voting) in favour of the resolutions relating to 
the Proposal at the Meetings (or in the event that the Proposal is implemented 
by way of a takeover offer, accept or procure acceptance of such offer), as the 
FuturaGene Directors have irrevocably undertaken to do (or (as applicable) to 
use their reasonable endeavours to procure to be done or to request that the 
Trustee, who holds certain FuturaGene Shares in which certain of the FuturaGene 
Directors are interested, does)in respect of their own holdings totalling 
4,362,517 FuturaGene Shares (representing approximately 8.4 per cent. of 
FuturaGene's current issued share capital eligible to be voted at the 
Meetings). 
 
* Commenting on the Proposal, Antonio dos Santos Maciel Neto, Chief Executive 
Officer of Suzano Papel e Celulose, said: 
 
'The Proposal is a natural development of FuturaGene's and Suzano Papel e 
Celulose's past joint efforts in developing sustainable solutions for enhancing 
forest productivity. We believe the combination of the companies' skills and 
capabilities will enhance our innovation strategy.' 
 
* Commenting on the Proposal, Mark Pritchard, Chairman of FuturaGene, said: 
 
'We welcome today's recommended offer from Suzano Bidco. FuturaGene's business 
is focussed on plant genetic research and development for the forestry, biofuel, 
and agricultural markets.  We believe we have positioned the company to help 
meet the ever increasing demands for fibre, fuel and food crops in the face of 
declining resources. We have developed some unique gene technology IP. We are 
confident that Suzano Papel e Celulose will continue to build on our track 
record and we believe that Suzano Papel e Celulose will develop FuturaGene into 
a world class business, bringing benefits for our employees, commercial partners 
and ultimately consumers. We believe that the resources which Suzano Papel e 
Celulose can deploy will accelerate the development and penetration of 
FuturaGene's technologies.' 
 
This summary should be read in conjunction with the full text of the following 
announcement and the Appendices. 
 
BNP Paribas is acting as financial adviser to Suzano Bidco and Suzano Papel e 
Celulose. Evolution Securities is acting as financial adviser to FuturaGene. 
 
Enquiries: 
 
Suzano Papel e Celulose 
André Dorf                                 [phone] 
 
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e Celulose) 
Claude Herskovits (London)         [phone] 
Leandro Almeida (São Paulo)      [phone] 
 
Tulchan Communications (PR adviser to Suzano Bidco) 
Andrew Grant                            + 44 (0) 20 7427 1554 
 
FuturaGene 
Mark Pritchard, Chairman           [phone] 
Stanley Hirsch                           [phone] 
 
Evolution Securities (financial adviser and corporate broker to FuturaGene) 
Tim Worlledge                           [phone] 
Neil Elliot 
 
College Hill (PR adviser to FuturaGene) 
Adrian Duffield                           [phone] 
 
As FuturaGene's place of central management and control is outside the UK and 
the FuturaGene Shares are not traded on a UK regulated market, the Panel has 
ruled that it does not have jurisdiction over the Proposal and accordingly, the 
Code does not apply to the Proposal. 
 
BNP Paribas London Branch ("BNPP") is authorised by CECEI and supervised by the 
Commission Bancaire. It is also authorised and subject to limited regulation by 
the FSA. BNPP is acting for Suzano Bidco and Suzano Papel e Celulose and no one 
else in connection with the Proposal and will not be responsible to anyone other 
than Suzano Bidco and Suzano Papel e Celulose for providing the protections 
afforded to clients of BNPP or for providing advice in relation to the Proposal. 
 
Evolution Securities, which is authorised and regulated in the UK by the FSA, is 
acting for FuturaGene and for no one else in connection with the Proposal and 
will not be responsible to anyone other than FuturaGene for providing the 
protections afforded to clients of Evolution Securities or for providing advice 
in relation to the Proposal, the content of this announcement or any matter 
referred to herein. Neither Evolution Securities nor any of its subsidiaries, 
branches or affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of Evolution Securities 
in connection with this announcement, any statement contained herein or 
otherwise. 
 
Conditions to, and certain further terms of, the Proposal are set out in 
Appendix 1. The bases and sources for certain financial information contained in 
this announcement are set out in Appendix 2. Details of irrevocable undertakings 
received by Suzano Bidco are set out in Appendix 3. Certain definitions and 
terms used in this announcement are set out in Appendix 4. 
 
This announcement does not constitute, or form part of, any offer for, or any 
solicitation of any offer for, securities. 
 
The Proposal will be made by means of the Scheme Circular and the Forms of Proxy 
accompanying the Scheme Circular, which will contain the full terms and 
conditions of the Proposal, including details of how to vote in favour of the 
Proposal. FuturaGene Shareholders are advised to read carefully this 
announcement in conjunction with the formal documentation in relation to the 
Proposal, once it has been despatched. This announcement and all other materials 
related to the Proposal are directed solely to existing FuturaGene Shareholders, 
holders of options under the FuturaGene Share Scheme, holders of Warrants and 
CBD Stockholders. 
 
Any response to the Proposal should be made only on the basis of information 
referred to in the Scheme Circular which FuturaGene intends to despatch shortly 
to FuturaGene Shareholders and, for information only, to holders of options 
under the FuturaGene Share Scheme, holders of Warrants and CBD Stockholders. 
 
The availability of the Proposal to Overseas Shareholders may be affected by the 
laws of the relevant jurisdiction in which they are located. Overseas 
Shareholders should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction. Any failure to comply with these 
requirements may constitute a violation of the securities laws of any such 
jurisdiction. Further details in relation to Overseas Shareholders will be 
contained in the Scheme Circular. 
 
This announcement has been prepared in accordance with English law and the AIM 
Rules and the information disclosed may not be the same as that which would have 
been disclosed in accordance with the laws of jurisdictions outside England. 
 
Copies of this announcement and any formal documentation relating to the 
Proposal are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in or into or from any Restricted 
Jurisdiction and persons receiving such documents (including custodians, 
nominees and trustees) must not mail or otherwise forward, distribute or send 
them in or into or from any Restricted Jurisdiction. If the Proposal is 
implemented by way of a takeover offer (unless otherwise determined by Suzano 
Bidco and permitted by applicable law and regulation), the takeover offer may 
not be made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means or instrumentality (including, without limitation, 
electronic mail, facsimile transmission, telex, telephone, internet or other 
forms of electronic communication) of interstate or foreign commerce of, or any 
facility of a national state or securities exchange of any Restricted 
Jurisdiction and the takeover offer may not be capable of acceptance by any such 
use, means, instrumentality or facility. 
 
The Proposal will be carried out by way of a court-sanctioned scheme of 
arrangement under English law and will be subject to procedural requirements 
which may be different from those applicable under the procedures and laws of 
other jurisdictions. 
 
Each FuturaGene Shareholder, holder of options under the FuturaGene Share Scheme 
and holder of Warrants is urged to consult his independent professional adviser 
immediately regarding the tax consequences of the Proposal relevant to him. 
 
'No profit forecast' 
 
The statements contained in this announcement are made as at the date of this 
announcement, unless some other time is specified in relation to them, and 
publication of this announcement shall not give rise to any implication that 
there has been no change in the facts set out in this announcement since such 
date. Nothing in this announcement is intended, or is to be construed, as a 
profit forecast or to be interpreted to mean that earnings per FuturaGene Share 
for the current or future financial years will necessarily match or exceed the 
historical published earnings per FuturaGene Share. 
 
Forward-looking statements 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain 'forward-looking statements' concerning 
FuturaGene, Suzano Bidco and Suzano Papel e Celulose. Generally, the words 
'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 
'anticipates' or similar expressions identify forward-looking statements. The 
forward-looking statements involve risks and uncertainties that could cause 
actual results to differ materially from those suggested by them. These 
statements are based on assumptions and assessments made by the FuturaGene 
Board, the Suzano Bidco Board and the Suzano Papel e Celulose Board in light of 
their experience and their perception of historical trends, current conditions, 
expected future developments and other factors they believe appropriate. Many of 
these risks and uncertainties relate to factors that are beyond FuturaGene's, 
Suzano Bidco's and/or Suzano Papel e Celulose's ability to control or estimate 
precisely, such as future market conditions and the behaviours of other market 
participants, and therefore undue reliance should not be placed on such 
statements, which speak only as at the date of this announcement. Suzano Papel e 
Celulose, Suzano Bidco and FuturaGene assume no obligation to update or correct 
these forward-looking statements, except as required pursuant to applicable law. 
 
Takeover offer 
 
Suzano Bidco reserves the right to elect to implement the Proposal by way of a 
takeover offer (as such term is defined in section 974 of the Companies Act 
2006) as an alternative to the Scheme. 
 
This announcement will be available on FuturaGene's website at 
www.futuragene.com. 
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 OF THAT JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
13 May 2010 
 
   RECOMMENDED ALL CASH OFFER FOR FUTURAGENE PLC BY SUZANO TRADING LIMITED, A 
            WHOLLY-OWNED SUBSIDIARY OF SUZANO PAPEL E CELULOSE S.A. 
 
 
1.   Introduction 
 
The FuturaGene Board and the Suzano Papel e Celulose Board are pleased to 
announce that they have reached agreement on the terms of a recommended all cash 
offer for the entire issued and to be issued ordinary share capital of 
FuturaGene by Suzano Bidco, a wholly-owned subsidiary of Suzano Papel e 
Celulose, other than FuturaGene Shares already owned by the Suzano Group 
(currently 4,258,110 FuturaGene Shares, representing approximately 7.6 per cent. 
of the current issued share capital of FuturaGene). 
 
It is currently envisaged that the Proposal will be implemented by way of a 
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 
between FuturaGene and the Scheme Shareholders, involving a reduction of capital 
(although Suzano Bidco reserves the right to effect the Proposal by way of a 
takeover offer). 
 
2.   The Proposal 
 
The Proposal will be subject to the Conditions set out in Appendix 1 to this 
announcement, the further terms set out below, and the further terms and 
conditions to be set out in the Scheme Circular. Scheme Shareholders will 
receive: 
 
For each Scheme Share                                  90 pence in cash 
 
The Proposal values the entire issued and to be issued share capital of 
FuturaGene at approximately GBP59.2 million. 
 
The Proposal represents a premium of approximately: 
 
* 7.1 per cent. to the Closing Price of 84 pence per FuturaGene Share on 22 
February 2010 (being the last Business Day prior to the announcement that 
FuturaGene had received an approach which may lead to an offer); 
 
* 41.2 per cent. to the average Closing Price for the one month period ended on 
12 May 2010 (being the last Business Day prior to the date of this 
announcement), being 63.8 pence per FuturaGene Share ; and 
 
* 35.3 per cent. to the Closing Price of 66.5 pence per FuturaGene Share on 12 
May 2010. 
 
3.   Background to and reasons for the Proposal 
 
Suzano Papel e Celulose has a long history of forestry innovation which has been 
focused on increasing productivity and sustainability. Suzano Papel e Celulose 
has had a eucalyptus breeding program for over 30 years which has led to the 
creation of one of the most comprehensive eucalyptus genetic bases in the world. 
The clones and seeds developed in the program are suitable for plantation in a 
broad range of soil and climate conditions. 
 
Since 2001, Suzano Papel e Celulose and FuturaGene have worked closely to 
develop and test genetically modified eucalyptus, combining certain FuturaGene 
technologies and Suzano Papel e Celulose's elite clones in order to create 
eucalyptus varietals with higher yields. 
 
The acquisition of FuturaGene will enhance Suzano Papel e Celulose's innovation 
strategy while providing the environment for the continued development of 
FuturaGene's technologies. 
 
4.   Recommendation 
 
The FuturaGene Directors, who have been so advised by Evolution Securities, 
consider the terms of the Proposal to be fair and reasonable. In providing its 
advice to the FuturaGene Directors, Evolution Securities has taken into account 
the commercial assessments of the FuturaGene Directors. 
 
Accordingly, the FuturaGene Directors unanimously recommend that FuturaGene 
Shareholders vote (or procure voting) in favour of the resolutions relating to 
the Proposal at the Meetings (or in the event that the Proposal is implemented 
by way of a takeover offer, to accept or procure acceptance of) such offer, as 
the FuturaGene Directors have irrevocably undertaken either to do (or (as 
applicable) to use their reasonable endeavours to procure to be done or to 
request that the Trustee, who holds certain FuturaGene Shares in which certain 
of the FuturaGene Directors are interested, does) in respect of their own 
holdings totalling 4,362,517 FuturaGene Shares (representing approximately 8.4 
per cent. of FuturaGene's issued share capital eligible to be voted at the 
Meetings). 
 
5.   Background to and reasons for the recommendation 
 
The FuturaGene Directors identified that it was necessary for FuturaGene to be 
substantially larger in order to create further liquidity in the FuturaGene 
Shares and to attract further support from institutional investors; they do not 
believe that FuturaGene has reached a size where it has the necessary critical 
mass in the public markets. The FuturaGene Board also recognises that there are 
still significant regulatory and commercial issues that will need to be overcome 
before FuturaGene is capable of becoming cash flow positive and, in the event 
that FuturaGene requires further financing, it is likely that this will need to 
be raised through further equity issues, which are likely to be dilutive for the 
shareholdings of FuturaGene Shareholders. The FuturaGene Board has therefore 
concluded that it is appropriate to realise shareholder value by alternative 
means. 
 
The price of 90 pence in cash for each FuturaGene Share represents a substantial 
premium to the pre-announcement share price of 66.5 pence per FuturaGene Share, 
and represents an opportunity for FuturaGene Shareholders to realise the whole 
of their investment in cash at a value which might otherwise have been difficult 
to obtain in the short to medium term. After thorough deliberation and 
professional advice, the FuturaGene Directors have decided to recommend the 
Proposal as they believe that it represents fair value to FuturaGene's 
Shareholders. 
 
6.   Irrevocable undertakings 
 
Suzano Bidco has received irrevocable undertakings from those FuturaGene 
Directors who hold FuturaGene Shares and from certain other FuturaGene 
Shareholders representing, in aggregate, approximately 43.1 per cent. of 
FuturaGene's current issued share capital eligible to be voted at the Meetings 
(amounting to in aggregate 22,408,330 FuturaGene Shares) (i) to vote (or (as 
applicable) to use reasonable endeavours to procure voting or, in the case of 
983,117 FuturaGene Shares, to request that the Trustee, in whose name such 
FuturaGene Shares are registered, vote) in favour of the resolutions relating to 
the Proposal at the Meetings and (ii) if the Proposal is subsequently structured 
as a takeover offer, to accept (or (as applicable) to use reasonable endeavours 
to procure the acceptance of or, in the case of 983,117 FuturaGene Shares, to 
request that the Trustee accepts) any potential recommended takeover offer by 
Suzano Bidco. 
 
Further details of these irrevocable undertakings are set out in Appendix 3 of 
this announcement. 
 
7.   Financing of the Proposal 
 
The Proposal will be funded from the existing cash resources of Suzano Papel e 
Celulose. Under the Implementation Agreement, Suzano Papel e Celulose has agreed 
to guarantee the payment by Suzano Bidco of the consideration due under the 
Proposal for the benefit of FuturaGene Shareholders. 
 
8.   Information on FuturaGene, including current trading and prospects 
 
FuturaGene's business is focussed on plant genetic research and development. The 
FuturaGene Group was formed by the merger of FuturaGene with CBD Technologies, 
Inc. and has integrated the abiotic stress platform with the yield enhancement 
and processability technology from these entities into a new package for the 
enhancement of forestry, bio fuel and agricultural crops. In particular the 
FuturaGene Group is focused on the development and commercialisation of 
genetically modified plants for improving and protecting yields, and enhancing 
processability and environmental sustainability in the forestry, bio fuels and 
agricultural sectors. 
 
The FuturaGene Directors believe that FuturaGene has an extensive and expanding 
intellectual property portfolio that protects its developments relating to the 
modification of plant cell walls to enhance plant growth rates, yield and 
processability of plant fibre, as well as its technologies for improved 
resistance to environmental stresses in plants such as salinity and drought. The 
FuturaGene Directors also believe that FuturaGene has developed proprietary 
knowledge which provides a platform for delivering its technologies into high 
value commercial tree and plant varieties. FuturaGene's research pipeline has 
been built through in-house discovery programs and licensing of intellectual 
property from a number of universities in its fields of interest. FuturaGene has 
collaboration, development and licensing agreements with a number of commercial 
companies and research institutes in the forestry and agricultural sectors 
around the world. FuturaGene has recently expanded its research capability in 
order to develop solutions to biological threats such as emerging pest and 
disease spectra encountered in the commercial forests and agricultural 
enterprises of its partnered companies. 
 
FuturaGene issued its preliminary results for the financial year ended 31 
December 2009 earlier today. In its preliminary results, FuturaGene reported a 
loss of GBP2.19 million for the financial year ended 31 December 2009. 
 
9.   Information relating to Suzano Papel e Celulose 
 
Suzano Papel e Celulose is a Brazil-based company engaged in the production and 
distribution of pulp and paper products and is quoted on the São Paulo Stock 
Exchange. Suzano Papel e Celulose's paper product line includes cut-size, coated 
and uncoated paper and paperboard. Suzano Papel e Celulose has five facilities 
in Bahia and São Paulo States with paper and paperboard capacity of 
approximately 1.1 million tons per year and market pulp capacity of 
approximately 1.7 million tons per year. 
 
Suzano Papel e Celulose had a market capitalisation of R$6.5 billion (GBP2.4 
billion) as at 11 May 2010. For the financial year ended 31 December 2009, 
Suzano Papel e Celulose had net sales of R$4.0 billion (GBP1.3 billion) and 
EBITDA of R$1.0 billion (GBP329 million). For the financial year ended 31 
December 2009, Suzano Papel e Celulose had cash and cash equivalent resources of 
over R$2.5 billion (GBP0.9 billion) and had a net financial debt of R$4.0 
billion (GBP1.4 billion). 
 
10.  FuturaGene Share Scheme and Warrants 
 
Proposals to holders of options granted under the FuturaGene Share Scheme 
The options granted under the FuturaGene Share Scheme will become exercisable in 
full (to the extent not already exercisable) as a result of the Proposal and 
appropriate proposals will be made to holders of such options in due course. 
Details of these proposals will be set out in the Scheme Circular.  The terms of 
the Scheme, if it becomes effective, will bind all FuturaGene Shareholders, 
including persons acquiring FuturaGene Shares prior to the Reduction Record Time 
under the terms of the FuturaGene Share Scheme. 
Proposals to holders of Warrants 
The Warrants will become exercisable as a result of the Proposal.  Appropriate 
proposals will be made to holders of such Warrants in due course and details of 
these proposals will be set out in the Scheme Circular.  The terms of the 
Scheme, if it becomes effective, will bind all FuturaGene Shareholders, 
including persons acquiring FuturaGene Shares prior to the Reduction Record Time 
under the instruments constituting the Warrants. 
11.  CBD Agreement 
Future Consideration Shares 
In connection with the merger of CBD Technologies Inc. and FuturaGene (the "CBD 
Merger"), which was completed in December 2006 (the "CBD Closing"), pursuant to 
the CBD Agreement, a further 2,750,000 FuturaGene Shares (the "Future 
Consideration Shares") are issuable to CBD Stockholders and certain others 
(together with CBD Stockholders, the "Recipients") following the occurrence of 
certain trigger events.  One of the trigger events has been met and, as such, 
FuturaGene intends to issue the Future Consideration Shares as soon as 
practicable. 
The CBD Agreement envisages that the Future Consideration Shares will be issued 
to the Exchange Agent who will, in accordance with the terms of the CBD 
Agreement deliver them to the Recipients.  It is proposed to amend the CBD 
Agreement so that the Future Consideration Shares will be issued (a) directly to 
those Recipients who have, since the CBD Closing, surrendered their CBD stock 
certificates ("CBD Certificates") to the Exchange Agent in return for FuturaGene 
Shares issued to the Exchange Agent on their behalf at the CBD Closing (on the 
terms of the CBD Agreement), and (b) to the Exchange Agent in respect of those 
Recipients who have not yet so surrendered their CBD Certificates. 
A further announcement will be made by FuturaGene once it has issued the Future 
Consideration Shares. 
Effect of Scheme on CBD Stockholders 
CBD Stockholders who have surrendered their CBD Certificates to the Exchange 
Agent since the CBD Closing and who continue to be registered holders of Scheme 
Shares will, under the Proposal, be Scheme Shareholders, and will receive 90 
pence in cash for each Scheme Share held by them. 
CBD Stockholders who have not yet surrendered their CBD Certificates to the 
Exchange Agent and who are therefore not yet registered holders of Scheme Shares 
will not be Scheme Shareholders.  The FuturaGene Shares held by the Exchange 
Agent on behalf of such CBD Stockholders will, however, be Scheme Shares.  In 
accordance with the terms of the CBD Agreement, the cash consideration payable 
under the Scheme for such Scheme Shares will be held by the Exchange Agent 
pending surrender of the relevant CBD Certificates. 
CBD Stockholders who have, since the CBD Closing, ceased to hold FuturaGene 
Shares, will receive Future Consideration Shares when those shares are issued 
and, as noted above, those shares will, under the Proposal, be Scheme Shares for 
which the CBD Stockholders will receive 90 pence in cash per share. 
Effect of Scheme on CBD Warrant Holders 
At the time of the CBD Merger, CBD Warrant Holders were entitled to Merger 
Warrants in exchange for their existing CBD Warrants.  At the CBD Closing, the 
FuturaGene Shares underlying the Merger Warrants were issued to the Exchange 
Agent.  Those shares will be Scheme Shares.  The cash consideration payable 
under the Scheme for such Scheme Shares will be held by the Exchange Agent 
pending exercise or expiry of the Merger Warrants. 
As none of the Merger Warrants are "in the money", it is not proposed to make a 
proposal to holders of Merger Warrants in connection with the Scheme. 
Further details of the effect of the Scheme on CBD Stockholders and CBD Warrant 
Holders will be set out in the Scheme Circular. 
12.  Amendments to the FuturaGene Articles 
 
Any FuturaGene Shares issued after the Reduction Record Time, including under 
the FuturaGene Share Scheme and under the instruments constituting the Warrants 
and the Merger Warrants will not be subject to the Scheme. Accordingly, it is 
proposed that the FuturaGene Articles be amended so that any FuturaGene Shares 
issued to any person other than Suzano Bidco (or its nominee(s)) on or after the 
Reduction Record Time will automatically be acquired by Suzano Bidco in 
consideration for the payment by Suzano Bidco or on its behalf to such person of 
such cash consideration as would have been payable under the Scheme had such 
FuturaGene Shares been Scheme Shares. 
The proposed amendments to the FuturaGene Articles will be set out in full in 
the Scheme Circular. 
13.  Implementation Agreement 
 
Suzano Papel e Celulose, Suzano Bidco and FuturaGene have entered into the 
Implementation Agreement in relation to the implementation of the Proposal and 
related matters in accordance with an agreed indicative timetable. The 
Implementation Agreement contains, among other things, certain assurances and 
confirmations between the parties, including provisions governing the conduct of 
the FuturaGene Group, the obligation on Suzano Bidco to pay the consideration 
due under the Proposal and the guarantee by Suzano Papel e Celulose of such 
obligation and Suzano Bidco's other obligations under the agreement. 
 
The Implementation Agreement terminates in certain circumstances, including: 
 
* if the resolutions approving the Scheme are not passed at the Court Meeting or 
General Meeting and Suzano Bidco does not subsequently elect to implement the 
Proposal by way of a takeover offer; 
 
* if the Proposal has not become effective by the Long-stop Date; or 
 
* by notice from either FuturaGene or Suzano Bidco in certain specified 
circumstances. 
 
Further information regarding the Implementation Agreement will be set out in 
the Scheme Circular. 
 
14.  Break fees, non-solicit and matching rights 
 
FuturaGene has agreed, under the Implementation Agreement, to pay a break fee to 
Suzano Bidco of one per cent. of the aggregate value of the highest offer made 
by Suzano Bidco in respect of the Proposal calculated by reference to the then 
offer price per FuturaGene Share and the fully diluted equity share capital of 
FuturaGene (exclusive of any recoverable VAT). The break fee will be payable if 
(i) the FuturaGene Directors withdraw, adversely qualify or adversely modify 
(including if the FuturaGene Directors determine or publicly announce that they 
are recommending or have agreed or resolved to recommend an Alternative 
Acquisition Proposal) their recommendation of the Proposal and the Scheme or do 
not make a unanimous and unqualified recommendation of the Acquisition, and the 
Scheme (or, if Suzano Bidco has elected to effect an offer, the Offer) 
subsequently is withdrawn, terminates or lapses, or (ii) an Alternative 
Acquisition Proposal is made and subsequently becomes or is declared 
unconditional in all respects or completes (as relevant). 
 
Suzano Bidco has agreed, under the Implementation Agreement, to pay a reverse 
break fee to FuturaGene of one per cent. of the aggregate value of the highest 
offer made by Suzano Bidco in respect of the Proposal calculated by reference to 
the then offer price per FuturaGene Share and the fully diluted equity share 
capital of FuturaGene (exclusive of any recoverable VAT).  The reverse break fee 
will be payable if the Implementation Agreement is terminated or the Scheme is 
withdrawn, terminates or lapses other than (i) as a result of written consent of 
FuturaGene, Suzano Bidco and Suzano Papel e Celulose, (ii) as a result of the 
Long-stop Date having been reached, (iii) in the event of non-satisfaction of 
any of Conditions 1(a) to 1(c) (inclusive) if, on the tenth day after the 
non-satisfaction of any such Conditions, Suzano Papel e Celulose has not 
publicly announced an Offer, (iv) as a result of invocation of any of Conditions 
2(a) to 2(d) (inclusive) by Suzano Bidco or if FuturaGene is in material breach 
of the Implementation Agreement and such breach is not remedied within a 
reasonable period of time (not exceeding five Business Days), (v) as a result of 
the recommendation of the FuturaGene Directors contained in this announcement or 
the Scheme Circular no longer being unanimous or being withdrawn or adversely 
modified at any time or (vi) as a result of an Alternative Acquisition Proposal 
becoming or being declared wholly unconditional or being completed or a scheme 
in connection with an Alternative Acquisition Proposal becoming effective. 
 
Under the Implementation Agreement, FuturaGene has agreed not to solicit any 
third party proposals relating to or in respect of any Alternative Acquisition 
Proposal, save that it shall not be prevented from responding to or otherwise 
dealing with any unsolicited offer or proposal. If FuturaGene receives a bona 
fide approach or proposal by a third party and the FuturaGene Directors 
reasonably consider such approach may result in an Alternative Acquisition 
Proposal, FuturaGene will, within two Business Days, notify Suzano Bidco of the 
fact of such approach (save that FuturaGene shall not be required to disclose 
the identity of the third party) and will provide Suzano Bidco a period of three 
Business Days to announce a revised offer which the FuturaGene Directors 
determine to continue to recommend, during which three Business Day period 
FuturaGene will not recommend the Alternative Acquisition Proposal. FuturaGene 
has also agreed to provide to Suzano Bidco any information provided to any third 
party in connection with an Alternative Acquisition Proposal at the same time as 
it is provided to such third party. 
 
15.  Management, employees and locations 
 
The FuturaGene Directors have discussed with Suzano Papel e Celulose, Suzano 
Papel e Celulose's plans for FuturaGene management and employees within the 
Enlarged Group. Suzano Papel e Celulose attaches great importance to the skills 
and experience of the existing management and employees of the FuturaGene Group. 
Suzano Papel e Celulose has given assurances that, upon completion of the 
Proposal, the existing employment rights, including pension rights, of all 
employees of the FuturaGene Group will be fully safeguarded. 
 
Suzano Papel e Celulose plans to work with FuturaGene's management to develop 
and integrate the FuturaGene business within the Suzano Group.  The FuturaGene 
Board and Suzano Papel e Celulose Board both believe that there will be 
opportunities for FuturaGene employees to develop their careers within the 
broader framework of the Enlarged Group. In due course, when the integration is 
complete, Suzano Papel e Celulose expects to review the Enlarged Group's 
operations and it may then be desirable to make limited operational changes to 
maximise efficiency and effectiveness. 
 
The non-executive directors of FuturaGene have agreed to stand down from the 
FuturaGene Board upon the Scheme becoming effective. 
 
16.  Interests in FuturaGene 
 
As at the close of business on 12 May 2010 (the last practicable Business Day 
prior to the date of this announcement): 
 
·      Suzano Papel e Celulose indirectly holds 4,258,110 FuturaGene Shares 
representing approximately 7.6 per cent. of the current issued share capital of 
FuturaGene; and 
 
·      save for the irrevocable undertakings referred to in paragraph 6 above, 
the FuturaGene Share to be acquired by Suzano Bidco prior to the Reduction 
Record Time (as mentioned in paragraph 17 below), and otherwise as disclosed 
above, neither Suzano Papel e Celulose, Suzano Bidco nor any of the Suzano Papel 
e Celulose Directors, the Suzano Bidco Directors, nor so far as Suzano Papel e 
Celulose and Suzano Bidco are aware, any person acting in concert with Suzano 
Bidco or Suzano Papel e Celulose has any other interest in or right to subscribe 
for any relevant securities of FuturaGene nor are they party to any short 
positions (whether conditional or absolute and whether in the money or 
otherwise) relating to relevant securities of FuturaGene, including any short 
positions under derivatives, agreements to sell or any delivery obligations or 
rights to require another person to take delivery. Neither Suzano Bidco nor 
Suzano Papel e Celulose nor, so far as the Suzano Bidco Directors and the Suzano 
Papel e Celulose Directors are aware, any person acting in concert with either 
of them, has borrowed or lent any relevant securities of FuturaGene. 
 
17.  Scheme process 
 
It is intended that the Proposal will be implemented by means of a 
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 
between FuturaGene and the Scheme Shareholders (although Suzano Papel e Celulose 
reserves the right to effect the Proposal by way of a takeover offer).  The 
purpose of the Scheme, together with the proposed changes to the FuturaGene 
Articles, is for Suzano Bidco to become the owner of the whole of the issued 
share capital of FuturaGene. 
 
It is intended that Suzano Bidco will acquire or have allotted to it fully paid 
one FuturaGene Share prior to the Reduction Record Time. This FuturaGene Share 
will not be a Scheme Share and will not be subject to the Scheme. 
 
The Scheme will involve the cancellation of all of the Scheme Shares in 
consideration for 90 pence per Scheme Share in cash on the basis set out in 
paragraph 2 of this announcement, and the application of the reserve arising 
from such cancellation in paying up in full a number of New FuturaGene Shares 
which is equal to the number of, and which have a nominal value equal to, the 
nominal value of the Scheme Shares cancelled, and issuing the same to Suzano 
Bidco and/or its nominee(s). 
 
The Scheme is subject to satisfaction or, where applicable, waiver of the 
Conditions and certain further terms set out in Appendix 1 to this announcement 
and to the further terms and conditions to be set out in the Scheme Circular. In 
particular, the Scheme requires the approval of Scheme Shareholders by the 
passing of a resolution at the Court Meeting expected to be held at 10.30 a.m. 
on Monday 21 June 2010. 
 
Implementation of the Scheme, which must occur by the Long-stop Date unless 
Suzano Bidco and FuturaGene agree to a later date, will also require the passing 
of the Special Resolution at the General Meeting, which will be held immediately 
after the Court Meeting. 
 
Notices of the Court Meeting and the General Meeting will be set out in the 
Scheme Circular. 
 
The Court Meeting 
 
The Court Meeting will be held with the permission of the Court for Scheme 
Shareholders to consider and, if thought fit, approve the Scheme. 
 
At the Court Meeting, voting will be by way of poll and each Scheme Shareholder 
present in person or by proxy will be entitled to one vote for each Scheme Share 
held.  The approval required at the Court Meeting is a majority in number of 
those Scheme Shareholders who are present and vote, either in person or by 
proxy, and who represent 75 per cent. or more in value of all Scheme Shares held 
by such Scheme Shareholders. 
 
Scheme Shareholders have the right to raise any objections they may have to the 
Scheme at the Court Meeting. 
 
It is important that as many votes as possible are cast at the Court Meeting 
(whether in person or by proxy) so that the Court may be satisfied that there is 
a fair and reasonable representation of Scheme Shareholder opinion. 
 
Suzano Bidco and Suzano Papel e Celulose have confirmed that they will be 
represented by Counsel at the Scheme Court Hearing so as to consent to the 
Scheme and to undertake to the Court to be bound thereby and to do all acts and 
things necessary to give effect to the Scheme. 
 
The General Meeting 
 
The General Meeting will be convened to consider and, if thought fit, pass the 
Special Resolution (which requires votes in favour representing at least 75 per 
cent. of the votes cast) to approve: 
 
(i)         the Scheme; 
 
(ii)         the Reduction of Capital (in connection with the Scheme); 
 
(iii)        the granting of authority to the FuturaGene Directors to allot 
shares in FuturaGene, including to Suzano Bidco as provided for in the Scheme; 
 
(iv)        certain amendments to the FuturaGene Articles as described above; 
 
(v)         the ratification of the grant of 3,000,000 Warrants by FuturaGene in 
December 2009; and 
 
(vi)        authorising the FuturaGene Directors to disapply statutory 
pre-emption rights in respect of the allotment of, inter alia, FuturaGene Shares 
following the exercise of Warrants. 
 
Voting on the Special Resolution will be on a show of hands unless a poll is 
demanded.  The chairman of the General Meeting will reserve the right to demand 
a poll and, in such event, each holder of FuturaGene Shares present in person or 
by proxy will be entitled to one vote for each FuturaGene Share held.  All 
FuturaGene Shareholders will be entitled to vote on the Special Resolution. 
 
Following the Meetings, the Scheme must be sanctioned and the Reduction of 
Capital confirmed by the Court, and will only become effective following 
delivery to the Registrar of Companies of: 
 
(a)        the Scheme Court Order; and 
 
(b)        the Reduction Court Order and statement of capital as approved by the 
Court, 
 
and registration of the Reduction Court Order and statement of capital by the 
Registrar of Companies. 
 
Upon the Scheme becoming effective, it will be binding on all FuturaGene 
Shareholders, irrespective of whether or not they attended or voted at the Court 
Meeting or the General Meeting. 
 
Further details of the Scheme will be contained in the Scheme Circular, which 
will be posted to FuturaGene Shareholders and, for information only, to holders 
of options under the FuturaGene Share Scheme, holders of Warrants and CBD 
Stockholders as soon as reasonably practicable. It is currently anticipated 
that, subject to the satisfaction (or, where relevant, waiver) of the 
Conditions, the Scheme will become effective on or around Tuesday 13 July 2010. 
Further details on the timetable for the implementation of the Scheme will be 
set out in the Scheme Circular. 
 
If the Scheme does not become effective by the Long-stop Date (or such later 
date (if any) as Suzano Bidco and FuturaGene may agree and (if required) the 
Court may allow), the Scheme will lapse. 
 
Modifications to the Scheme 
 
The Scheme will contain a provision for FuturaGene and Suzano Bidco jointly to 
consent on behalf of all concerned to any modifications, additions or conditions 
to the Scheme which the Court may think fit to approve or impose.  The Court 
would be unlikely to approve or impose any modifications, additions or 
conditions to the Scheme which might be material to the interests of Scheme 
Shareholders unless Scheme Shareholders were informed of any such modification, 
addition or condition.  It would be a matter for the Court to decide, at its 
discretion, whether or not a further meeting of Scheme Shareholders should be 
held. 
 
18.  Delisting of FuturaGene Shares 
 
Prior to the Scheme becoming effective, FuturaGene will make an application to 
the London Stock Exchange to cancel trading in FuturaGene Shares on AIM, such 
cancellation becoming effective from the close of business on the Business Day 
immediately prior to the Effective Date. No transfers of FuturaGene Shares will 
be registered after 6.00 p.m. on that date. 
 
On the Effective Date, share certificates in respect of FuturaGene Shares will 
cease to be valid and should be destroyed, and entitlements within the CREST 
system will be cancelled. 
 
19. Overseas Shareholders 
 
The implications of the Scheme for Overseas Shareholders may be affected by the 
laws of jurisdictions outside the UK. Overseas Shareholders should inform 
themselves about and observe all applicable legal requirements. It is the 
responsibility of each Overseas Shareholder to satisfy himself as to the full 
observance of the laws of the jurisdiction to which the Overseas Shareholder may 
be subject, including the obtaining of any governmental, exchange control or 
other consents which may be required, or the compliance with other necessary 
formalities which are required to be observed and the payment of any issue, 
transfer or other taxes due in such jurisdiction. 
 
Enquiries: 
 
Suzano Papel e Celulose 
André Dorf                                 [phone] 
 
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e Celulose) 
Claude Herskovits (London)         [phone] 
Leandro Almeida (São Paulo)      [phone] 
 
Tulchan Communications (PR adviser to FuturaGene) 
Andrew Grant                            + 44 (0) 20 7427 1554 
 
FuturaGene 
Mark Pritchard, Chairman           [phone] 
Stanley Hirsch                           [phone] 
 
Evolution Securities (financial adviser and corporate broker to FuturaGene) 
Tim Worlledge                           [phone] 
Neil Elliot 
 
College Hill (PR adviser to FuturaGene) 
Adrian Duffield                           [phone] 
 
As FuturaGene's place of central management and control is outside the UK and 
the FuturaGene Shares are not traded on a UK regulated market, the Panel has 
ruled that it does not have jurisdiction over the Proposal and accordingly, the 
Code does not apply to the Proposal. 
 
BNP Paribas London Branch ("BNPP") is authorised by CECEI and supervised by the 
Commission Bancaire. It is also authorised and subject to limited regulation by 
the FSA. BNPP is acting for Suzano Bidco and Suzano Papel e Celulose and no one 
else in connection with the Proposal and will not be responsible to anyone other 
than Suzano Bidco and Suzano Papel e Celulose for providing the protections 
afforded to clients of BNPP or for providing advice in relation to the Proposal. 
 
Evolution Securities, which is authorised and regulated in the UK by the FSA, is 
acting for FuturaGene and for no one else in connection with the Proposal and 
will not be responsible to anyone other than FuturaGene for providing the 
protections afforded to clients of Evolution Securities or for providing advice 
in relation to the Proposal, the content of this announcement or any matter 
referred to herein. Neither Evolution Securities nor any of its subsidiaries, 
branches or affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of Evolution Securities 
in connection with this announcement, any statement contained herein or 
otherwise. 
 
Conditions to, and certain further terms of, the Proposal are set out in 
Appendix 1. The bases and sources for certain financial information contained in 
this announcement are set out in Appendix 2. Details of irrevocable undertakings 
received by Suzano Bidco are set out in Appendix 3. Certain definitions and 
terms used in this announcement are set out in Appendix 4. 
 
This announcement does not constitute, or form part of, any offer for, or any 
solicitation of any offer for, securities. 
 
The Proposal will be made by means of the Scheme Circular and the Forms of Proxy 
accompanying the Scheme Circular, which will contain the full terms and 
conditions of the Proposal, including details of how to vote in favour of the 
Proposal. FuturaGene Shareholders are advised to read carefully this 
announcement in conjunction with the formal documentation in relation to the 
Proposal, once it has been despatched. This announcement and all other materials 
related to the Proposal are directed solely to existing FuturaGene Shareholders, 
holders of options under the FuturaGene Share Scheme, holders of Warrants and 
CBD Stockholders. 
 
Any response to the Proposal should be made only on the basis of information 
referred to in the Scheme Circular which FuturaGene intends to despatch shortly 
to FuturaGene Shareholders and, for information only, to holders of options 
under the FuturaGene Share Scheme, holders of Warrants and CBD Stockholders. 
 
The availability of the Proposal to Overseas Shareholders may be affected by the 
laws of the relevant jurisdiction in which they are located. Overseas 
Shareholders should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction. Any failure to comply with these 
requirements may constitute a violation of the securities laws of any such 
jurisdiction. Further details in relation to Overseas Shareholders will be 
contained in the Scheme Circular. 
 
This announcement has been prepared in accordance with English law and the AIM 
Rules and the information disclosed may not be the same as that which would have 
been disclosed in accordance with the laws of jurisdictions outside England. 
 
Copies of this announcement and any formal documentation relating to the 
Proposal are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in or into or from any Restricted 
Jurisdiction and persons receiving such documents (including custodians, 
nominees and trustees) must not mail or otherwise forward, distribute or send 
them in or into or from any Restricted Jurisdiction. If the Proposal is 
implemented by way of a takeover offer (unless otherwise determined by Suzano 
Bidco and permitted by applicable law and regulation), the takeover offer may 
not be made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means or instrumentality (including, without limitation, 
electronic mail, facsimile transmission, telex, telephone, internet or other 
forms of electronic communication) of interstate or foreign commerce of, or any 
facility of a national state or securities exchange of any Restricted 
Jurisdiction and the takeover offer may not be capable of acceptance by any such 
use, means, instrumentality or facility. 
 
The Proposal will be carried out by way of a court-sanctioned scheme of 
arrangement under English law and will be subject to procedural requirements 
which may be different from those applicable under the procedures and laws of 
other jurisdictions. 
 
Each FuturaGene Shareholder, holder of options under the FuturaGene Share Scheme 
and holder of Warrants is urged to consult his independent professional adviser 
immediately regarding the tax consequences of the Proposal relevant to him. 
 
'No profit forecast' 
 
The statements contained in this announcement are made as at the date of this 
announcement, unless some other time is specified in relation to them, and 
publication of this announcement shall not give rise to any implication that 
there has been no change in the facts set out in this announcement since such 
date. Nothing in this announcement is intended, or is to be construed, as a 
profit forecast or to be interpreted to mean that earnings per FuturaGene Share 
for the current or future financial years will necessarily match or exceed the 
historical published earnings per FuturaGene Share. 
 
Forward-looking statements 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain 'forward-looking statements' concerning 
FuturaGene, Suzano Bidco and Suzano Papel e Celulose. Generally, the words 
'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 
'anticipates' or similar expressions identify forward-looking statements. The 
forward-looking statements involve risks and uncertainties that could cause 
actual results to differ materially from those suggested by them. These 
statements are based on assumptions and assessments made by the FuturaGene 
Board, the Suzano Bidco Board and the Suzano Papel e Celulose Board in light of 
their experience and their perception of historical trends, current conditions, 
expected future developments and other factors they believe appropriate. Many of 
these risks and uncertainties relate to factors that are beyond FuturaGene's, 
Suzano Bidco's and/or Suzano Papel e Celulose's ability to control or estimate 
precisely, such as future market conditions and the behaviours of other market 
participants, and therefore undue reliance should not be placed on such 
statements, which speak only as at the date of this announcement. Suzano Papel e 
Celulose, Suzano Bidco and FuturaGene assume no obligation to update or correct 
these forward-looking statements, except as required pursuant to applicable law. 
 
Takeover offer 
 
Suzano Bidco reserves the right to elect to implement the Proposal by way of a 
takeover offer (as such term is defined in section 974 of the Companies Act 
2006) as an alternative to the Scheme. 
 
This announcement will be available on FuturaGene's website at 
www.futuragene.com. 
 
 
                                   APPENDIX 1 
                                   Conditions 
 
The Proposal is conditional upon the Scheme becoming effective by not later than 
31 August 2010 (or such later date, if any, as Suzano Bidco and FuturaGene may 
agree and (if required) the Court may allow). 
 
Conditions of the Scheme 
 
1          The Scheme will be conditional upon: 
 
(a)        the approval of the Scheme by a majority in number, representing not 
less than three-fourths in value, of the holders of the Scheme Shares who are on 
the register of members of FuturaGene at the Voting Record Time, present and 
voting, whether in person or proxy, at the Court Meeting (or at any adjournment 
thereof); 
 
(b)        the resolution(s) in connection with and required to implement the 
Scheme and the Reduction of Capital, set out in the notice of the General 
Meeting, being duly passed by the requisite majority at the General Meeting (or 
at any adjournment thereof); and 
 
(c)        the sanction (with or without modification (but subject to such 
modification being acceptable to Suzano Bidco and FuturaGene)) of the Scheme and 
the confirmation of the Reduction of Capital by the Court, and the Court Orders 
and an office copy of the Reduction Court Order and statement of capital as 
approved by the Court being delivered for filing and/or registration as the case 
may be to the Registrar and registration of the Reduction Court Order by the 
Registrar. 
 
Conditions of the Acquisition 
 
2          Suzano Bidco and FuturaGene have agreed that, subject to paragraph 4 
below, the Scheme will also be conditional upon, and, accordingly, application 
to the Court to sanction the Scheme and to confirm the Reduction of Capital will 
only be made upon the satisfaction or, where relevant, waiver of the following 
Conditions at or prior to 8.00 a.m. on the date of the Scheme Court Hearing: 
 
(a)        no Third Party having: 
 
(i)         taken, instituted, implemented or threatened any action, or having 
required any action to be taken as a consequence of the Proposal or the proposed 
acquisition by any member of the Suzano Group of any shares or other securities 
in FuturaGene or because of a change in control or management of FuturaGene or 
any other member of the FuturaGene Group in respect of any arrangement, 
agreement, licence, lease or other instrument to which any member of the 
FuturaGene Group is a party or by or to which any such member or any of its 
assets is bound or subject, in each case which would or might reasonably be 
expected to adversely affect the FuturaGene Group taken as a whole to an extent 
which is Material; 
 
(ii)        taken, instituted, implemented or threatened any legal proceedings, 
or having required any action to be taken or otherwise having done anything or 
having enacted, made or proposed any statute, regulation, order or decision or 
taken any other step and there not continuing to be outstanding any statute, 
regulation, order or decision that would or might reasonably be expected to make 
the Proposal, its implementation or the acquisition or proposed acquisition of 
any shares in, or control or management of, FuturaGene by Suzano Bidco and/or 
Suzano Papel e Celulose illegal, void or unenforceable; 
 
(b)        since 31 December 2009, except as Disclosed: 
 
(i)         there having been (1) no adverse change to the business, operations, 
assets, financial condition or turnover of the FuturaGene Group which is 
Material and (2) no formal investigation commenced by a regulatory authority 
(which has jurisdiction) the subject of which is a director or officer of 
FuturaGene and (3) no arrest of any such director or officer (each a "Material 
Adverse Change"); 
 
(ii)        no contingent or other liability of any member of the FuturaGene 
Group having arisen or become apparent or increased which would adversely affect 
the FuturaGene Group taken as a whole to an extent which in any case is 
Material; and 
 
(iii)      no litigation, arbitration proceedings, regulatory investigations, 
prosecution or other legal proceedings to which any member of the FuturaGene 
Group is or may reasonably be expected to become a party (whether as claimant, 
defendant or otherwise) having been threatened, announced, implemented or 
instituted by or against or remaining outstanding against or in respect of any 
member of the FuturaGene Group which would adversely affect the FuturaGene Group 
taken as a whole to an extent which in any case is Material; 
 
(c)        except as Disclosed, Suzano Bidco not having discovered that since 31 
December 2009, any financial, business or other information concerning the 
FuturaGene Group disclosed at any time by or on behalf of any member of the 
FuturaGene Group, whether publicly or in the context of the Proposal, to any 
member of the Suzano Group or its advisers, is misleading or contains any 
misrepresentation of fact or omits to state a fact necessary to make any 
information contained therein not misleading, in each case to an extent which is 
Material and such information has not been corrected by public announcement 
through a regulatory information service; 
 
(d)        Suzano Bidco not having discovered, except as Disclosed: 
 
(i)        that any member of the FuturaGene Group does not own or have licensed 
to it or otherwise possess legally enforceable rights to use all intellectual 
property that is required or reasonably necessary for the conduct of business of 
the relevant member of the FuturaGene Group as currently conducted and the 
absence of which is Material; or 
 
(ii)         that any member of the FuturaGene Group has infringed any 
intellectual property rights of any third party where the consequences are 
Material; or 
 
(iii)        that any claims have been asserted in writing or threatened in 
writing by any person: (i) that the FuturaGene Group infringes any intellectual 
property of any third party; or (ii) challenging the ownership of any member of 
the FuturaGene Group to, or the validity or effectiveness of, any of its 
intellectual property, and in either case any such claims are Material; or 
 
(iv)       that any intellectual property held by any member of the FuturaGene 
Group is not valid and subsisting where the consequences are Material; or 
 
(v)         that there is unauthorised use, infringement or misappropriation of 
any intellectual property of any member of the FuturaGene Group by any third 
party where the consequences are Material; 
 
(e)        the Implementation Agreement not having been terminated by the 
parties thereto in accordance with its terms. 
 
3          For the purposes of these Conditions: 
 
"Disclosed" means disclosed to Suzano Papel e Celulose and Suzano Bidco in any 
of the following manners: (i) by inclusion in the annual report and accounts of 
the FuturaGene Group for the financial year ended 31 December 2009; (ii) by 
delivery of an announcement by or on behalf of FuturaGene to a Regulatory 
Information Service; or (iii) by inclusion in the electronic data room 
maintained by Merrill Datasite or by disclosure in writing by or on behalf of 
the FuturaGene Group to Suzano Papel e Celulose and Suzano Bidco before 9 May 
2010 where such inclusion or disclosure provides sufficient details to identify 
to Suzano Papel e Celulose and Suzano Bidco the nature and scope of the matter 
disclosed; 
 
"Material" means where the relevant matter has resulted or is reasonably likely 
to result in economic loss to, or diminution in the market value of, the 
FuturaGene Group taken as a whole in an amount not less than GBP7,500,000 save 
in circumstances (a) affecting the industry of the FuturaGene Group as a whole 
or (b) generally unrelated to the business performance of the FuturaGene Group; 
 
"Third Party" means any government, governmental or quasi governmental, 
supranational, statutory, regulatory, environmental, administrative, fiscal or 
investigative body, court, trade agency, association, institution, body 
corporate, or any other body, entity or person whatsoever in any jurisdiction. 
 
4          Suzano Bidco reserves the right to waive, in whole or in part, all or 
any of Conditions 2(a) to (e) (inclusive). Conditions 1(a) to (c) (inclusive) 
cannot be waived. Suzano Bidco shall be under no obligation to waive or treat as 
satisfied any of such Conditions by a date earlier than the Long-stop Date for 
the satisfaction thereof notwithstanding that the other Conditions of the Scheme 
or the Proposal may at such earlier date have been waived or fulfilled and that 
there are at such earlier date no circumstances indicating that any such 
Conditions may not be capable of fulfilment. 
 
5          Suzano Bidco reserves the right to elect to implement the Proposal by 
way of a takeover offer (as defined in section 974 of the Companies Act 2006) as 
an alternative to the Scheme. In such event, the takeover offer will be 
implemented on substantially similar terms and conditions (subject to 
appropriate amendments), so far as applicable, as those which would apply to the 
Proposal as set out in this announcement. Any such takeover offer which relates 
to FuturaGene Shares will be subject to a 90 per cent. acceptance condition (or 
such lower percentage as Suzano Bidco may decide). 
 
6          The Proposal will be governed by English law and will be subject to 
the jurisdiction of the English courts. 
 
 
                                   APPENDIX 2 
                        Sources and bases of information 
 
Unless otherwise stated in this announcement: 
 
1          The value of the Proposal is calculated on the basis of the fully 
diluted number of FuturaGene Shares referred to in paragraph 2 below: 
 
2          The fully diluted share capital of FuturaGene (being 65,792,239 
FuturaGene Shares) is calculated on the basis of: 
 
(i)         the number of FuturaGene Shares in issue on 12 May 2010, being the 
Business Day prior to the date of this announcement, being 56,222,239 FuturaGene 
Shares; 
 
(ii)         the Future Consideration Shares which are intended to be issued as 
soon as practicable; and 
 
(ii)         any further FuturaGene Shares which may be issued on or after the 
date of this announcement (i) on the exercise of options under the FuturaGene 
Share Scheme and/or (ii) on the exercise of the Warrants, amounting in aggregate 
to a maximum of 6,820,000 FuturaGene Shares. 
 
For the purposes of this announcement, it is assumed that all options under the 
FuturaGene Share Scheme and all Warrants which are "in the money" will be 
exercised in full over all FuturaGene Shares which are subject to such options 
and warrants; 
 
3          The financial information relating to Suzano Papel e Celulose is 
extracted from its consolidated results for the fourth quarter of 2009; 
 
4          The financial information relating to FuturaGene is extracted from 
its annual report and accounts for the year ended 31 December 2009; 
 
5          All prices for FuturaGene Shares have been derived from the AIM 
appendix of the Daily Official List and represent Closing Prices on the relevant 
date(s). 
 
6.         The approximate Pounds Sterling values relating to the net sales and 
EBITDA of Suzano Papel e Celulose referred to in paragraph 9 of this 
announcement are derived from an average exchange rate of 3.11 Brazilian Reals 
to 1 Pounds Sterling as quoted on Datastream for the year ended 31 December 
2009.  The approximate Pounds Sterling values relating to the cash and cash 
equivalent resources and net financial debt referred to in paragraph 9 of this 
announcement are derived from the year end exchange rate of 2.82 Brazilian Reals 
to 1 Pounds Sterling as quoted on Datastream for the year ended 31 December 
2009. The approximate Pounds Sterling value relating to the market 
capitalisation of Suzano Papel e Celulose referred to in paragraph 9 of this 
announcement is derived from an exchange rate of 2.6759 Brazilian Reals to 1 
Pounds Sterling as quoted on Bloomberg on 11 May 2010. 
 
 
 
 
                                   APPENDIX 3 
                Details of undertakings received by Suzano Bidco 
 
1.         FuturaGene Directors 
 
The FuturaGene Directors whose names are set out in column 1 below have 
irrevocably undertaken to Suzano Bidco (i) to vote (or (as applicable) to use 
reasonable endeavours to procure voting) in favour of the resolutions relating 
to the Proposal at the Meetings and (ii) if the Proposal is subsequently 
structured as a takeover offer, to accept (or (as applicable) to use reasonable 
endeavours to procure acceptance of) any potential recommended takeover offer by 
Suzano Bidco in respect of their interest in FuturaGene Shares, being the number 
of FuturaGene Shares set out in column 2 below against their name. 
 
+--------------+--------------+--------------+ 
|      1       |      2       |      3       | 
+--------------+--------------+--------------+ 
|    Name      |  Number of   |  Percentage  | 
|              |  FuturaGene  |      of      | 
|              |    Shares    |FuturaGene's  | 
|              |              |   current    | 
|              |              |issued share  | 
|              |              |   capital    | 
|              |              | eligible to  | 
|              |              | be voted at  | 
|              |              |the Meetings  | 
+--------------+--------------+--------------+ 
| Dr Stanley   |     957,706* |          1.8 | 
| Hirsch       |              |              | 
+--------------+--------------+--------------+ 
| Mark         |    3,375,117 |          6.5 | 
| Pritchard    |              |              | 
+--------------+--------------+--------------+ 
| Dr Ziv Shani |     29,694** |         0.06 | 
+--------------+--------------+--------------+ 
 
* Includes 953,423 FuturaGene Shares registered in the name of the Trustee, who 
holds such shares on behalf of Dr Stanley Hirsch.  Dr Stanley Hirsch has 
irrevocably undertaken to request that the Trustee (i) votes in favour of the 
resolutions relating to the Proposal at the Meetings and (ii) if the Proposal is 
subsequently structured as a takeover offer, to accept any potential recommended 
takeover offer by Suzano Bidco in respect of these shares. The Trustee has 
confirmed that it will vote in favour of the resolutions relating to the 
Proposal at the Meetings. 
 
** These FuturaGene Shares are registered in the name of the Trustee who holds 
these shares on behalf of Dr Ziv Shani.  Dr Ziv Shani has irrevocably undertaken 
to request that the Trustee (i) votes in favour of the resolutions relating to 
the Proposal at the Meetings and (ii) if the Proposal is subsequently structured 
as a takeover offer, to accept any potential recommended takeover offer by 
Suzano Bidco in respect of these shares.  The Trustee has confirmed that it will 
vote in favour of the resolutions relating to the Proposal at the Meetings. 
 
The above irrevocable undertakings will extend to any further FuturaGene Shares 
(including any FuturaGene Shares issued as Future Consideration Shares referred 
to in paragraph 11 of this announcement) in which the respective FuturaGene 
Director acquires an interest. 
 
2.         Other FuturaGene Shareholders 
 
The FuturaGene Shareholders whose names are set out in column 1 below have 
irrevocably undertaken to Suzano Bidco (i) to vote (or (as applicable) to use 
reasonable endeavours to procure voting) in favour of the resolutions relating 
to the Proposal at the Meetings and (ii) if the Proposal is subsequently 
structured as a takeover offer, to accept (or (as applicable) to use reasonable 
endeavours to procure acceptance of) any potential recommended takeover offer by 
Suzano Bidco in respect of their own holdings of FuturaGene Shares, being the 
number of FuturaGene Shares set out in column 2 below against their name. 
 
+--------------+--------------+--------------+ 
| 1            |      2       |      3       | 
+--------------+--------------+--------------+ 
| Name         |  Number of   |  Percentage  | 
|              |  FuturaGene  |      of      | 
|              |    Shares    |FuturaGene's  | 
|              |              |   current    | 
|              |              |issued share  | 
|              |              |   capital    | 
|              |              | eligible to  | 
|              |              | be voted at  | 
|              |              |the Meetings  | 
+--------------+--------------+--------------+ 
| Ben Anderson |    3,400,099 |          6.5 | 
+--------------+--------------+--------------+ 
| Peter Bullen |    1,688,244 |          3.2 | 
+--------------+--------------+--------------+ 
| Florinvest   |    1,747,970 |          3.4 | 
| S.A.         |              |              | 
+--------------+--------------+--------------+ 
| Hartford     |    3,000,000 |          5.8 | 
| Growth       |              |              | 
| (Trading)    |              |              | 
| Limited      |              |              | 
+--------------+--------------+--------------+ 
| Lomond       |    1,500,000 |          2.9 | 
| Consultancy  |              |              | 
| Limited      |              |              | 
+--------------+--------------+--------------+ 
| Iraj Parvizi |    6,709,500 |         12.9 | 
+--------------+--------------+--------------+ 
 
The above irrevocable undertakings will extend to any further FuturaGene Shares 
(including any FuturaGene Shares issued as Future Consideration Shares referred 
to in paragraph 11 of this announcement) in which the respective FuturaGene 
Shareholder acquires an interest. 
 
Thayer Gate Business Solutions, Inc. has irrevocably undertaken to Suzano Bidco 
(i) to vote or (as applicable) to use reasonable endeavours to procure voting in 
favour of the resolutions relating to the Proposal at the Meetings and (ii) if 
the Proposal is subsequently structured as a takeover offer, to accept (or (as 
applicable) to procure acceptance of) any potential recommended takeover offer 
by Suzano Bidco in respect of any FuturaGene Shares (including any FuturaGene 
Shares issued as Future Consideration Shares referred to in paragraph 11 of this 
announcement) in which Thayer Gate Business Solutions, Inc. and certain of its 
associates acquires an interest. 
 
The irrevocable undertakings referred to in paragraphs 1 and 2 all cease to be 
binding in the following circumstances: 
 
(i)         if the Scheme Circular is not posted before 29 May 2010 or such 
later date as Suzano Bidco and FuturaGene may agree; 
 
(ii)         if the Scheme lapses or is withdrawn on or prior to, or the Scheme 
does not become effective by, 31 August 2010 in accordance with its terms and 
(a) Suzano Bidco announces that it does not intend to switch to an Offer or (b) 
Suzano Bidco does not announce a firm intention to make an Offer within 10 days 
of the Scheme lapsing, being withdrawn or not having become effective or (c) 
Suzano Bidco announces a firm intention to make an Offer but does not post an 
offer document containing the formal terms of the Offer (the "Offer Document") 
within 28 days of such announcement; 
 
(iii)        if the Offer Document is posted and the Offer does not become 
unconditional in all respects prior to 31 October 2010; and 
 
(iv)        in the case of the irrevocable undertakings referred to in paragraph 
2, if a third party announces a firm intention to make an offer (which is not 
subject to any pre-condition) to acquire the entire issued share capital of 
FuturaGene at a price which values the existing issued share capital of 
FuturaGene at 10 per cent. or more above the value of the Proposal as set out in 
paragraph 2 of this announcement. 
 
                                   APPENDIX 4 
                                  Definitions 
 
+--------------------+----------------------------+ 
| "AIM"              | AIM, a market operated by  | 
|                    | the London Stock Exchange; | 
+--------------------+----------------------------+ 
| "AIM Rules"        | the rules for companies    | 
|                    | with a class of securities | 
|                    | admitted to AIM published  | 
|                    | by the London Stock        | 
|                    | Exchange governing         | 
|                    | admission to and the       | 
|                    | operation of AIM as in     | 
|                    | force at the date of this  | 
|                    | document;                  | 
+--------------------+----------------------------+ 
| "Alternative       | any proposal (whether or   | 
| Acquisition        | not subject to             | 
| Proposal"          | pre-conditions) put        | 
|                    | forward by a third party   | 
|                    | who is not acting in       | 
|                    | concert (as such term is   | 
|                    | understood by the Panel)   | 
|                    | with Suzano Bidco:         | 
|                    | (i)         for a merger,  | 
|                    | acquisition or other       | 
|                    | business combination,      | 
|                    | scheme of arrangement,     | 
|                    | exchange offer,            | 
|                    | liquidation or takeover    | 
|                    | offer in each case         | 
|                    | involving a change of      | 
|                    | control (as such term is   | 
|                    | understood by the Panel)   | 
|                    | of FuturaGene; or          | 
|                    | (ii)         to acquire in | 
|                    | any manner, directly or    | 
|                    | indirectly (in one         | 
|                    | transaction or a series of | 
|                    | transactions) all or a     | 
|                    | substantial portion of the | 
|                    | assets of the FuturaGene   | 
|                    | Group;                     | 
+--------------------+----------------------------+ 
| "BNP Paribas"      | BNP Paribas SA;            | 
+--------------------+----------------------------+ 
| "Business Day"     | a day, (other than a       | 
|                    | Saturday or Sunday or      | 
|                    | public holiday) on which   | 
|                    | banks are generally open   | 
|                    | in the City of London for  | 
|                    | the transaction of normal  | 
|                    | banking business;          | 
+--------------------+----------------------------+ 
| "CBD Agreement"    | the merger agreement dated | 
|                    | 23 November 2006 between   | 
|                    | (1) FuturaGene; (2) FG     | 
|                    | Merger Corporation; (3)    | 
|                    | CBD Technologies Inc.; (4) | 
|                    | CBD Technologies Ltd.; and | 
|                    | (5) Dr Stanley Hirsch as   | 
|                    | Stockholders'              | 
|                    | Representative, as may     | 
|                    | have been varied from time | 
|                    | to time;                   | 
+--------------------+----------------------------+ 
| "CBD Stockholders" | those persons who are      | 
|                    | defined as "Stockholders"  | 
|                    | in the CBD Agreement;      | 
+--------------------+----------------------------+ 
| "CBD Warrant       | holders of CBD Warrants as | 
| Holders"           | at the effective time of   | 
|                    | the CBD Merger as provided | 
|                    | for in the CBD Agreement;  | 
+--------------------+----------------------------+ 
| "CBD Warrants"     | the warrants or other      | 
|                    | outstanding rights to      | 
|                    | purchase shares of CBD     | 
|                    | Technologies Inc.          | 
|                    | outstanding as at the date | 
|                    | of the CBD Agreement;      | 
+--------------------+----------------------------+ 
| "Closing Price"    | the closing middle market  | 
|                    | quotation of a FuturaGene  | 
|                    | Share as derived from the  | 
|                    | AIM Appendix to the Daily  | 
|                    | Official List;             | 
+--------------------+----------------------------+ 
| "Code" or "City    | the City Code on Takeovers | 
| Code"              | and Mergers;               | 
+--------------------+----------------------------+ 
| "Companies Act     | the Companies Act 2006, as | 
| 2006"              | amended, modified,         | 
|                    | consolidated, re-enacted   | 
|                    | or replaced (from time to  | 
|                    | time);                     | 
+--------------------+----------------------------+ 
| "Conditions"       | the conditions to the      | 
|                    | Proposal which are set out | 
|                    | in Appendix 1 to this      | 
|                    | announcement;              | 
+--------------------+----------------------------+ 
| "Court"            | the High Court of Justice  | 
|                    | of England and Wales;      | 
+--------------------+----------------------------+ 
| "Court Meeting"    | the meeting of Scheme      | 
|                    | Shareholders (and any      | 
|                    | adjournment thereof) to be | 
|                    | convened by order of the   | 
|                    | Court pursuant to section  | 
|                    | 896 of the Companies Act   | 
|                    | 2006 to consider and, if   | 
|                    | thought fit, approve the   | 
|                    | Scheme (with or without    | 
|                    | amendment);                | 
+--------------------+----------------------------+ 
| "Court Orders"     | the Scheme Court Order and | 
|                    | the Reduction Court Order; | 
+--------------------+----------------------------+ 
| "CREST"            | the relevant system (as    | 
|                    | defined in the             | 
|                    | Regulations) in respect of | 
|                    | which Euroclear is the     | 
|                    | Operator (as defined in    | 
|                    | the Regulations);          | 
+--------------------+----------------------------+ 
| "Daily Official    | the daily official list of | 
| List"              | the London Stock Exchange; | 
+--------------------+----------------------------+ 
| "Effective Date"   | the date on which the      | 
|                    | Scheme becomes effective   | 
|                    | in accordance with its     | 
|                    | terms;                     | 
+--------------------+----------------------------+ 
| "Enlarged Group"   | Suzano Papel e Celulose    | 
|                    | and its direct and         | 
|                    | indirect subsidiaries and  | 
|                    | its subsidiary             | 
|                    | undertakings following     | 
|                    | completion of the          | 
|                    | Proposal;                  | 
+--------------------+----------------------------+ 
| "Euroclear"        | Euroclear UK & Ireland     | 
|                    | Limited;                   | 
+--------------------+----------------------------+ 
| "Evolution         | Evolution Securities       | 
| Securities"        | Limited;                   | 
+--------------------+----------------------------+ 
| "Exchange Agent"   | the exchange agent as      | 
|                    | defined in the CBD         | 
|                    | Agreement;                 | 
+--------------------+----------------------------+ 
| "Forms of Proxy"   | the forms of proxy for use | 
|                    | at the Court Meeting and   | 
|                    | the General Meeting;       | 
+--------------------+----------------------------+ 
| "FSA"              | Financial Services         | 
|                    | Authority;                 | 
+--------------------+----------------------------+ 
| "Future            | the 2,750,000 FuturaGene   | 
| Consideration      | Shares to be issued as     | 
| Shares"            | deferred consideration     | 
|                    | shares to or on behalf of, | 
|                    | amongst others, the CBD    | 
|                    | Stockholders, in           | 
|                    | accordance with the terms  | 
|                    | of the CBD Agreement;      | 
+--------------------+----------------------------+ 
| "FuturaGene"       | FuturaGene plc, a public   | 
|                    | limited company            | 
|                    | incorporated in England    | 
|                    | and Wales with registered  | 
|                    | number 04001406;           | 
+--------------------+----------------------------+ 
| "FuturaGene        | the articles of            | 
| Articles"          | association of FuturaGene  | 
|                    | from time to time;         | 
+--------------------+----------------------------+ 
| "FuturaGene        | the board of directors of  | 
| Directors" or      | FuturaGene;                | 
| "FuturaGene Board" |                            | 
+--------------------+----------------------------+ 
| "FuturaGene Group" | FuturaGene, its direct and | 
|                    | indirect subsidiaries and  | 
|                    | its subsidiary             | 
|                    | undertakings from time to  | 
|                    | time and "member of the    | 
|                    | FuturaGene Group" shall be | 
|                    | construed accordingly;     | 
+--------------------+----------------------------+ 
| "FuturaGene        | a holder or holders of     | 
| Shareholder" or    | FuturaGene Shares;         | 
| "FuturaGene        |                            | 
| Shareholders" or   |                            | 
| "Shareholder"      |                            | 
+--------------------+----------------------------+ 
| "FuturaGene        | ordinary shares of         | 
| Shares"            | GBP0.005 nominal value     | 
|                    | each in the capital of     | 
|                    | FuturaGene;                | 
+--------------------+----------------------------+ 
| "FuturaGene Share  | FuturaGene plc 2007 Stock  | 
| Scheme"            | Option/Stock Issuance      | 
|                    | Scheme;                    | 
+--------------------+----------------------------+ 
| "General Meeting"  | the general meeting of     | 
|                    | FuturaGene Shareholders    | 
|                    | (and any adjournment       | 
|                    | thereof) to be convened in | 
|                    | connection with the        | 
|                    | Scheme, expected to be     | 
|                    | held as soon as the        | 
|                    | preceding Court Meeting    | 
|                    | has been concluded, and    | 
|                    | any adjournment thereof;   | 
+--------------------+----------------------------+ 
| "Implementation    | the implementation         | 
| Agreement"         | agreement between Suzano   | 
|                    | Bidco , Suzano Papel e     | 
|                    | Celulose and FuturaGene in | 
|                    | relation to the            | 
|                    | implementation of the      | 
|                    | Scheme dated 13 May 2010;  | 
+--------------------+----------------------------+ 
| "London Stock      | London Stock Exchange plc; | 
| Exchange"          |                            | 
+--------------------+----------------------------+ 
| "Long-stop Date"   | 31 August 2010;            | 
+--------------------+----------------------------+ 
| "Meetings"         | the Court Meeting and the  | 
|                    | General Meeting, each a    | 
|                    | "Meeting";                 | 
+--------------------+----------------------------+ 
| "Merger Warrants"  | the warrants to purchase   | 
|                    | FuturaGene Shares issued   | 
|                    | to CBD Warrant Holders in  | 
|                    | exchange for their CBD     | 
|                    | Warrants pursuant to the   | 
|                    | terms of the CBD           | 
|                    | Agreement;                 | 
+--------------------+----------------------------+ 
| "New FuturaGene    | the new ordinary shares of | 
| Shares"            | GBP0.005 each in the       | 
|                    | capital of FuturaGene to   | 
|                    | be issued in accordance    | 
|                    | with the Scheme;           | 
+--------------------+----------------------------+ 
| "Offer"            | should Suzano Bidco elect  | 
|                    | to effect the Proposal by  | 
|                    | way of a takeover offer,   | 
|                    | the offer to be made by or | 
|                    | on behalf of Suzano Bidco  | 
|                    | for all of the issued and  | 
|                    | to be issued FuturaGene    | 
|                    | Shares on the terms and    | 
|                    | subject to the conditions  | 
|                    | to be set out in the       | 
|                    | related offer document and | 
|                    | form of acceptance         | 
|                    | (including, where the      | 
|                    | context requires, any      | 
|                    | subsequent revision,       | 
|                    | variation, extension or    | 
|                    | renewal thereof);          | 
+--------------------+----------------------------+ 
| "Overseas          | FuturaGene Shareholders    | 
| Shareholders"      | (or nominees, custodians   | 
|                    | or trustees for FuturaGene | 
|                    | Shareholders) not resident | 
|                    | in or citizens of the      | 
|                    | United Kingdom;            | 
+--------------------+----------------------------+ 
| "Panel"            | the Panel on Takeovers and | 
|                    | Mergers in the United      | 
|                    | Kingdom;                   | 
+--------------------+----------------------------+ 
| "Proposal"         | the proposed acquisition   | 
|                    | by Suzano Bidco, a         | 
|                    | wholly-owned subsidiary of | 
|                    | Suzano Papel e Celulose,   | 
|                    | of the entire issued and   | 
|                    | to be issued share capital | 
|                    | of FuturaGene, other than  | 
|                    | those FuturaGene Shares    | 
|                    | already owned by the       | 
|                    | Suzano Group, by means of  | 
|                    | the Scheme;                | 
+--------------------+----------------------------+ 
| "Reduction Court   | the proposed hearing by    | 
| Hearing"           | the Court of the           | 
|                    | application to confirm the | 
|                    | Reduction of Capital,      | 
|                    | expected to be at least    | 
|                    | one Business Day after the | 
|                    | day of the Scheme Court    | 
|                    | Hearing;                   | 
+--------------------+----------------------------+ 
| "Reduction Court   | the Court order under      | 
| Order"             | section 648 of the         | 
|                    | Companies Act 2006         | 
|                    | confirming the Reduction   | 
|                    | of Capital;                | 
+--------------------+----------------------------+ 
| "Reduction of      | the reduction of share     | 
| Capital"           | capital of FuturaGene by   | 
|                    | cancellation of the Scheme | 
|                    | Shares, to be effected as  | 
|                    | part of the Scheme         | 
|                    | pursuant to section 648 of | 
|                    | the Companies Act 2006;    | 
+--------------------+----------------------------+ 
| "Reduction Record  | 6.00 p.m. on the Business  | 
| Time"              | Day immediately preceding  | 
|                    | the Reduction Court        | 
|                    | Hearing;                   | 
+--------------------+----------------------------+ 
| "Registrar of      | the Registrar of Companies | 
| Companies"         | in England and Wales based | 
|                    | at Companies House in      | 
|                    | Cardiff;                   | 
+--------------------+----------------------------+ 
| "Regulations"      | the Uncertificated         | 
|                    | Securities Regulations     | 
|                    | 2001 (SI 2001/3755);       | 
+--------------------+----------------------------+ 
| "Restricted        | any jurisdiction where     | 
| Jurisdiction"      | local laws or regulations  | 
|                    | may result in a            | 
|                    | significant risk of civil, | 
|                    | regulatory or criminal     | 
|                    | exposure if information    | 
|                    | concerning the Proposal is | 
|                    | sent or made available to  | 
|                    | FuturaGene Shareholders in | 
|                    | that jurisdiction;         | 
+--------------------+----------------------------+ 
| "Scheme" or        | the proposed scheme of     | 
| "Scheme of         | arrangement under Part 26  | 
| Arrangement"       | of the Companies Act 2006  | 
|                    | between FuturaGene and the | 
|                    | Scheme Shareholders to     | 
|                    | effect the Proposal with   | 
|                    | or subject to any          | 
|                    | modification, addition or  | 
|                    | condition approved or      | 
|                    | imposed by the Court and   | 
|                    | agreed by FuturaGene and   | 
|                    | Suzano Bidco;              | 
+--------------------+----------------------------+ 
| "Scheme Circular"  | the circular proposed to   | 
|                    | be despatched to           | 
|                    | FuturaGene Shareholders    | 
|                    | containing the details of  | 
|                    | the Proposal and the       | 
|                    | Scheme and containing      | 
|                    | notices of the Meetings    | 
|                    | and the text of the        | 
|                    | Scheme;                    | 
+--------------------+----------------------------+ 
| "Scheme Court      | the hearing by the Court   | 
| Hearing"           | to sanction the Scheme;    | 
+--------------------+----------------------------+ 
| "Scheme Court      | the Court order            | 
| Order"             | sanctioning the Scheme     | 
|                    | under section 899 of the   | 
|                    | Companies Act 2006;        | 
+--------------------+----------------------------+ 
| "Scheme            | a holder of Scheme Shares; | 
| Shareholder"       |                            | 
+--------------------+----------------------------+ 
| "Scheme Shares"    | the FuturaGene Shares:     | 
|                    | (i)         in issue at    | 
|                    | the date of the Scheme     | 
|                    | Circular;                  | 
|                    | (ii)         (if any)      | 
|                    | issued after the date of   | 
|                    | the Scheme Circular and    | 
|                    | prior to the Voting Record | 
|                    | Time;                      | 
|                    | (iii)        (if any)      | 
|                    | issued on or after the     | 
|                    | Voting Record Time and on  | 
|                    | or prior to the Reduction  | 
|                    | Record Time, either on     | 
|                    | terms that the original    | 
|                    | and any subsequent holder  | 
|                    | thereof shall be bound by  | 
|                    | the Scheme or in respect   | 
|                    | of which the holders       | 
|                    | thereof shall have agreed  | 
|                    | in writing to be bound by  | 
|                    | the Scheme,                | 
|                    | in each case other than    | 
|                    | any FuturaGene Shares      | 
|                    | registered in the name of  | 
|                    | Suzano Papel e Celulose,   | 
|                    | Suzano Bidco or any other  | 
|                    | member of the Suzano       | 
|                    | Group;                     | 
+--------------------+----------------------------+ 
| "Special           | the special resolution to  | 
| Resolution"        | be proposed at the General | 
|                    | Meeting approving the      | 
|                    | Scheme, approving the      | 
|                    | Reduction of Capital,      | 
|                    | approving the proposed     | 
|                    | changes to the FuturaGene  | 
|                    | Articles, ratifying the    | 
|                    | grant of certain Warrants, | 
|                    | giving the FuturaGene      | 
|                    | Directors authority to     | 
|                    | allot FuturaGene Shares    | 
|                    | and disapplying the        | 
|                    | statutory pre-emption      | 
|                    | rights in respect of the   | 
|                    | allotment of, inter alia,  | 
|                    | FuturaGene Shares          | 
|                    | following the exercise of  | 
|                    | Warrants;                  | 
+--------------------+----------------------------+ 
| "subsidiary" and   | have the meanings given by | 
| "subsidiary        | the Companies Act 2006;    | 
| undertaking"       |                            | 
+--------------------+----------------------------+ 
| "Suzano Bidco"     | Suzano Trading Limited, a  | 
|                    | private limited company    | 
|                    | incorporated in the Cayman | 
|                    | Islands with registered    | 
|                    | number 447821;             | 
+--------------------+----------------------------+ 
| "Suzano Bidco      | the board of directors of  | 
| Directors" or      | Suzano Bidco;              | 
| "Suzano Bidco      |                            | 
| Board"             |                            | 
+--------------------+----------------------------+ 
| "Suzano Papel e    | Suzano Papel e Celulose    | 
| Celulose"          | S.A., a public limited     | 
|                    | company incorporated in    | 
|                    | Brazil with registered     | 
|                    | number 16404287000155;     | 
+--------------------+----------------------------+ 
| "Suzano Papel e    | the board of managing      | 
| Celulose           | directors of Suzano Papel  | 
| Directors" or      | e Celulose;                | 
| "Suzano Papel e    |                            | 
| Celulose Board"    |                            | 
+--------------------+----------------------------+ 
| "Suzano Group"     | Suzano Papel e Celulose,   | 
|                    | its direct and indirect    | 
|                    | subsidiaries and its       | 
|                    | subsidiary undertakings    | 
|                    | from time to time and      | 
|                    | "member of the Suzano      | 
|                    | Group" shall be construed  | 
|                    | accordingly;               | 
+--------------------+----------------------------+ 
| "Trustee"          | accountant Ya'acov Messing | 
|                    | of 90 Hahashmonaim Street, | 
|                    | Tel Aviv who holds certain | 
|                    | FuturaGene Shares on       | 
|                    | behalf of certain          | 
|                    | FuturaGene Shareholders;   | 
+--------------------+----------------------------+ 
| "UK" or "United    | the United Kingdom of      | 
| Kingdom"           | Great Britain and Northern | 
|                    | Ireland;                   | 
+--------------------+----------------------------+ 
| "VAT"              | value added tax in the UK, | 
|                    | including any similar tax  | 
|                    | which may be imposed in    | 
|                    | place thereof in the UK    | 
|                    | from time to time;         | 
+--------------------+----------------------------+ 
| "Voting Record     | 6.00 p.m. on the day which | 
| Time"              | is two days before the     | 
|                    | date of the Court Meeting  | 
|                    | or, if the Court Meeting   | 
|                    | is adjourned, 6.00 p.m. on | 
|                    | the day which is two days  | 
|                    | before the date of such    | 
|                    | adjourned Court Meeting;   | 
|                    | and                        | 
+--------------------+----------------------------+ 
| "Warrants"         | the 6,000,000 warrants to  | 
|                    | subscribe for FuturaGene   | 
|                    | Shares constituted         | 
|                    | pursuant to warrant        | 
|                    | instruments of FuturaGene  | 
|                    | dated 30 November 2009.    | 
+--------------------+----------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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