0001104659-07-011120.txt : 20070214 0001104659-07-011120.hdr.sgml : 20070214 20070214142447 ACCESSION NUMBER: 0001104659-07-011120 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Emergent BioSolutions Inc. CENTRAL INDEX KEY: 0001367644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141902018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82602 FILM NUMBER: 07618285 BUSINESS ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 795-1800 MAIL ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Microscience Investments LTD CENTRAL INDEX KEY: 0001380883 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MOFO NOTICES LIMITED STREET 2: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW BUSINESS PHONE: 0207920 4000 MAIL ADDRESS: STREET 1: C/O MOFO NOTICES LIMITED STREET 2: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW SC 13G 1 a07-4625_1sc13g.htm SC 13G

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Emergent BioSolutions Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

29089Q 10 5

(CUSIP Number)

November 14, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29089Q 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Microscience Investments Limited (in liquidation)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 3,363,801 shares (The Reporting Person is a party to a voting agreement with BioPharm L.L.C., whereby the Reporting Person has agreed to vote all shares of the Issuer’s common stock owned by it in the same manner and to the same extent as BioPharm L.L.C.)

			7.		Sole Dispositive Power 3,363,801 shares

			8.		Shared Dispositive Power

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,363,801 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9)

	12.	Type of Reporting Person (See Instructions) OO

Item 1.
	(a)	Name of Issuer Emergent BioSolutions Inc.
	(b)	Address of Issuer’s Principal Executive Offices 300 Professional Drive Suite 250 Gaithersburg, Maryland 20879

Item 2.
	(a)	Name of Person Filing Microscience Investments Limited (in liquidation)
	(b)	Address of Principal Business Office or, if none, Residence c/o BDO Stoy Hayward LLP 8 Baker Street London W1U 3LL United Kingdom Fax: +44 (0)20 7935 3944
	(c)	Citizenship United Kingdom
	(d)	Title of Class of Securities Common Stock, $0.001 par value
	(e)	CUSIP Number 29089Q 10 5

Item 3.
Not applicable.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 3,363,801 shares
	(b)	Percent of class: 14.25%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote Not applicable.
		(ii)	Shared power to vote or to direct the vote 3,363,801 shares (The Reporting Person is a party to a voting agreement with BioPharm L.L.C., whereby the Reporting Person has agreed to vote all shares of the Issuer’s common stock owned by it in the same manner and to the same extent as BioPharm L.L.C.)
		(iii)	Sole power to dispose or to direct the disposition of 3,363,801 shares
		(iv)	Shared power to dispose or to direct the disposition of Not applicable.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
Not applicable.

Item 9.	Notice of Dissolution of Group
Not applicable.

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Microscience Investments Limited (in liquidation)


	February 14, 2007
	Date
	/s/ David Gilbert
	Signature
	Name:	David Gilbert,
	Title:	Attorney-in-Fact for Malcolm Cohen, who is acting as Liquidator for the Company and without personal liability.
	Name/Title

EX-99.1 2 a07-4625_1ex99d1.htm CERTIFICATE OF APPOINTMENT

Ex 99.1

Certificate of Appointment of Liquidator by Meeting

IN THE MATTER OF Microscience Investments Limited

and

IN THE MATTER OF THE INSOLVENCY ACT, 1986

This is to certify that at a meeting of the contributories of the above-named company held on 18 December 2006

Malcolm Cohen
of BDO Stoy Hayward LLP
8 Baker Street
London
W1U 3LL

having provided written statements that he is qualified to act as an Insolvency Practitioner in relation to the above-named company under the provisions of the Insolvency Act, 1986 and that he consent so to act, was appointed Liquidator of the company.

Date:		18 DECEMBER 2006
Signed:		/s/ Jeremy Reffin
Name:		JEREMY REFFIN

(IN BLOCK LETTERS)

EX-99.2 3 a07-4625_1ex99d2.htm POWER OF ATTORNEY

Ex 99.2

DATED: 9 February, 2007

______________________________________________________

POWER OF ATTORNEY

______________________________________________________

WINSTON & STRAWN
LONDON
99 Gresham Street
London EC2V 7NG
Telephone: 44 (0) 20 7105 0000
Facsimile: 44 (0) 20 7105 0100
www.winston.com

POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on 9 February, 2007 by MALCOLM COHEN (the “Liquidator”) of BDO Stoy Hayward LLP, 8 Baker Street, London, W1U 3LL who was appointed as the sole liquidator of Microscience Investments Limited, a company incorporated in England and Wales and registered under number 5106930, whose registered office is situated at 8 Baker Street, London, W1U 3LL (the “Company”).

1. The Liquidator HEREBY APPOINTS DAVID GILBERT of 3 Meryton Court, Longbourn, Windsor, Berks, SL4 3TW or, failing him, SHAY BANNON of 151 Friern Barnet Lane, Whetstone, London, N20 0NP (together the “Attorneys” and each an “Attorney”) as his sole Attorney to act as Attorney for and on behalf of the Liquidator and in his name and on his behalf to do all acts and things and execute all documents which, in the relevant Attorney’s absolute discretion are necessary or desirable in connection with the liquidation of the Company in such form and with such provisions as the attorney may in his absolute discretion approve for and on behalf of the Liquidator.

2. Each Attorney may alone execute all necessary or desirable documents on behalf of the Liquidator in connection with the proposed distribution of the shares in Emergent Biosolutions Inc., and do or approve the doing of any necessary or desirable act or thing as the relevant Attorney may think fit in relation to the liquidation of the Company, including the settlement of its assets and liabilities, negotiation and agreement with the Company’s suppliers, employees, agents and other creditors and third parties of any description, all matters in connection with the composition of all and any claims of creditors and other third parties, the distribution of all or any assets of the Company, which include, without limitation, the shares in Emergent Biosolutions Inc., a Delaware corporation held in the name of the Company, and is hereby authorised by and on behalf of the Liquidator, without limitation, to enter into an Assignment and Assumption Agreement and any ancillary documentation related thereto in relation to the Emergent Shares and the distribution of such shares in connection with the liquidation and the transactions contemplated thereby.

3. The Attorneys may concur or act with any other person in any way interested in the execution of any of the documents and doing of acts mentioned in this Power of Attorney.

4. The Attorneys may appoint and remove any substitute for or agent of the attorney, or either of them in respect of all matters mentioned in this Power of Attorney.

5. The Liquidator undertakes to ratify and confirm whatever either Attorney shall, in the name of the Liquidator do or purport to do on behalf of the Liquidator, and to indemnify and to keep the Attorneys indemnified against all costs, claims, expenses, proceedings, obligations and liabilities incurred or suffered by the attorney by reason, directly or indirectly, of the exercise or purported exercise of any power conferred on my attorney, by this Power of Attorney.

Executed as a Deed on the 9th day of February, 2007 by MALCOLM COHEN in the presence of :

		/s/ Malcolm Cohen
		Malcolm Cohen

/s/ Daniel Conway
SIGNATURE OF WITNESS

NAME OF WITNESS:		Daniel Conway

ADDRESS OF WITNESS:		8 Baker Street, London, W1U 3LL

OCCUPATION OF WITNESS:		Chartered Accountant