HCEG Healthcare Ent.

RNS Number:4467N
Healthcare Enterprise Group PLC
06 February 2008


Wednesday, 06 February 2008


Healthcare Enterprise Group PLC

Conversion terms of unsecured loan stock and posting of circular


Healthcare Enterprise Group PLC (AIM: HCEG, "the Company" or "HCEG"), the
international healthcare products group, announces that it has, subject to
relevant shareholder approval, today agreed terms which would entitle holders of
the �250,000 unsecured loan stock announced and placed on Friday 1 February 
("Unsecured Loan Stock") to convert their Unsecured Loan Stock into new HCEG
ordinary shares ("New Ordinary Shares"). One of the investors who is subscribing
for �125,000 of Unsecured Loan Stock is Ludgate Investments Limited ("Ludgate"),
who is a related party by virtue of the fact that John Gunn is deputy chairman
of Ludgate and a Director of HCEG, and the other holder of Unsecured Loan Stock
is Nigel Wray, who until April 2007 was a director of HCEG and, therefore, also
a related party.

The �250,000 Unsecured Loan Stock comprises the balance of the �1,750,000 Loan
Stock announced on 26 October 2007, and is being issued on substantially the
same terms (including rights and conversion terms) as the initial �1,500,000
that was placed in October 2007 (the "October Placing"). However, the
convertibility of the Unsecured Loan Stock is also subject to the prior placing
of a minimum of 30,000,000 Ordinary Shares or such other number of Ordinary
Shares as may be required to be issued so that upon conversion of any or all of
the Unsecured Loan Stock the aggregate number of voting shares in the Company
held by John Gunn, Nigel Wray, Ludgate and their respective associates and
concert parties would represent not more than 29.9 per cent. of the issued
voting shares of the Company.



These terms are summarised below:


a.      The �250,000 Unsecured Loan Stock will earn interest of 8% per annum and
has a final repayment date of 5 November 2012. The Company has committed to
propose the necessary facilitating resolutions to shareholders at a general
meeting to be called shortly, to permit such Loan Stock to be convertible into
up to 20 million New Ordinary Shares in the Company at a conversion price of
1.25p each, should the holders elect to do so.

b.      Options have been granted to the holders of the Unsecured Loan Stock for
an aggregate exercise price of up to �214,285 in cash over up to 6.43% of the
equity in the Company's wholly owned subsidiary, Ebiox Limited ("Ebiox"). This
implies a valuation of Ebiox of �3.3million. Ebiox produces a range of patented
cleansing, decontamination and disinfectant products and in the year ended 28
February 2007 total Group sales of Ebiox were approximately �929,000.

c.      Options have been granted to the holders of the Unsecured Loan Stock for
an aggregate exercise price of up to �107,143 in cash over up to 7.29% of the
equity in the Company's wholly owned subsidiary, Reproductive Sciences Limited
("RSL"), (which is proposed to be the holding company for the Company's 19.8%
holding in Fertiligent Limited ("Fertiligent"), HCEG's option to acquire the
majority of Fertiligent, and HCEG's entitlement to Fertiligent's associated
sales and marketing rights). This implies a valuation of RSL of �1.47 million.
Fertiligent is a high quality, low cost intrauterine sperm pump to help assist
infertile couples conceive in a more effective, natural, less invasive manner
than other more costly, conventional fertility treatments. Neither RSL nor
Fertiligent had any turnover in the most recent full financial year.

The Directors, with the exception of John Gunn who is involved in the
transaction as a related party, consider, having consulted with Numis Securities
Limited its Nominated Adviser, that the conversion terms of the unsecured loan
stock are fair and reasonable insofar as the shareholders of the Company are
concerned.


Convening of General Meeting

A circular is being posted today to convene a General Meeting of the Company on
Friday 29 February 2008 at which resolutions will be proposed to reorganise the
share capital of the Company, to give authority to the Directors to allot equity
securities, to disapply the statutory pre-emption rights; and to approve the
ability of Nicholas Brigstocke to exercise the options granted to him pro rata
to his participation in the October Placing. These matters were described in
greater detail in the Company's announcement released on Friday 1 February.



Enquiries:

Healthcare Enterprise Group                                 + 44 (0)1925 898 200
Lyndon Gaborit, Executive Deputy Chairman

Numis Securities                                            +44 (0) 20 7260 1000
David Poutney

College Hill                                                +44 (0) 20 7457 2020
Adrian Duffield/Jon Davies




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