TIDMCSRT TIDMMLH
RNS Number : 5767Z
Consort Medical PLC
24 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
EMBARGOED UNTIL 7.00A.M.
24 September 2009
RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE
BY
CONSORT MEDICAL
PLC
FOR
THE MEDICAL HOUSE PLC
Summary
The Boards of Consort Medical and The Medical House are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by Consort Medical to acquire the entire issued and to be issued share capital
of The Medical House.
Under the terms of the Offer, The Medical House Shareholders will receive 27.5
pence in cash for each The Medical House Share held. The Offer values the entire
issued share capital of The Medical House at approximately GBP16.5 million. A
full Loan Notes Alternative will also be made available.
The Offer represents a premium of approximately:
+--------+--------+---------------+
| | - | 93.0 |
| | | per |
| | | cent |
| | | to the |
| | | Closing |
| | | Price |
| | | of |
| | | 14.25 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | on |
| | | 11 |
| | | August |
| | | 2009, |
| | | being |
| | | the |
| | | last |
| | | dealing |
| | | day |
| | | prior |
| | | to the |
| | | announcement |
| | | by The |
| | | Medical |
| | | House that |
| | | it had |
| | | received a |
| | | preliminary |
| | | approach; |
+--------+--------+---------------+
| | - | 102.8 |
| | | per |
| | | cent |
| | | to the |
| | | average |
| | | Closing |
| | | Price |
| | | of |
| | | 13.56 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | over |
| | | the |
| | | three |
| | | months |
| | | prior |
| | | to and |
| | | including |
| | | 11 August |
| | | 2009, |
| | | being the |
| | | last |
| | | dealing |
| | | day prior |
| | | to the |
| | | announcement |
| | | by The |
| | | Medical |
| | | House that |
| | | it had |
| | | received a |
| | | preliminary |
| | | approach; |
| | | and |
+--------+--------+---------------+
| | - | 5.8 |
| | | per |
| | | cent |
| | | to the |
| | | Closing |
| | | Price |
| | | of 26.0 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | on |
| | | 23 |
| | | September |
| | | 2009, |
| | | being the |
| | | last |
| | | dealing |
| | | day prior |
| | | to the |
| | | date of |
| | | this |
| | | Announcement. |
+--------+--------+---------------+
| ? | Consort Medical |
| | has received |
| | irrevocable |
| | undertakings to |
| | accept, or to |
| | procure the |
| | acceptance of, |
| | the Offer from |
| | each of The |
| | Medical House |
| | Directors and |
| | their |
| | respective |
| | connected |
| | persons in |
| | respect of |
| | their entire |
| | beneficial |
| | interests, |
| | amounting to, |
| | in aggregate, |
| | 21,184,173 The |
| | Medical House |
| | Shares, |
| | representing |
| | approximately |
| | 35.2 per cent |
| | of The Medical |
| | House's |
| | existing issued |
| | share capital. |
| | These |
| | undertakings |
| | continue to be |
| | binding in the |
| | event of a |
| | higher |
| | competing offer |
| | being made for |
| | The Medical |
| | House. |
+--------+------------------------+
| ? | Consort Medical |
| | views the |
| | acquisition of |
| | The Medical |
| | House as an |
| | attractive |
| | opportunity to |
| | enhance Consort |
| | Medical's |
| | existing |
| | position as a |
| | leading global |
| | supplier of |
| | drug delivery |
| | device and |
| | airway |
| | management |
| | product |
| | technologies. |
+--------+------------------------+
| ? | The acquisition |
| | of The Medical |
| | House is |
| | consistent with |
| | Consort |
| | Medical's |
| | stated strategy |
| | of expanding |
| | into adjacent |
| | drug delivery |
| | markets where |
| | it can leverage |
| | the core |
| | competencies of |
| | its Bespak |
| | division in |
| | device design, |
| | industrialisation |
| | and high volume |
| | manufacturing to |
| | exacting quality |
| | standards. |
+--------+------------------------+
| ? | The parenteral |
| | drug delivery |
| | sector is |
| | expected to |
| | show strong and |
| | sustained |
| | growth largely |
| | driven by the |
| | large and |
| | increasing |
| | proportion of |
| | biological |
| | drugs in the |
| | pipelines of |
| | the world's |
| | pharmaceutical |
| | and |
| | biotechnology |
| | companies. The |
| | Consort Medical |
| | Board believes |
| | that The |
| | Medical House's |
| | range of |
| | auto-injector |
| | devices and |
| | needle-free |
| | injectors will |
| | complement |
| | Consort |
| | Medical's |
| | existing |
| | technology |
| | platforms and |
| | that the |
| | combination |
| | will give rise |
| | to potentially |
| | significant |
| | commercial, |
| | technical and |
| | financial |
| | synergies. |
+--------+------------------------+
| ? | The Consort |
| | Medical Board |
| | further |
| | believes that |
| | combining The |
| | Medical House |
| | with an |
| | established and |
| | respected |
| | design, |
| | industrialisation, |
| | precision |
| | manufacturing and |
| | supply chain |
| | management |
| | partner, such as |
| | Consort Medical, |
| | will significantly |
| | strengthen The |
| | Medical House's |
| | standing within |
| | the pharmaceutical |
| | and biotechnology |
| | industries. |
+--------+------------------------+
| ? | The Consort |
| | Medical Board |
| | expects the |
| | Acquisition to |
| | be earnings |
| | enhancing in |
| | the first full |
| | financial year |
| | following the |
| | Acquisition. |
| | The Consort |
| | Medical Board |
| | has identified |
| | potential |
| | annual cost |
| | saving |
| | opportunities |
| | totalling not |
| | less than |
| | GBP0.5 million. |
+--------+------------------------+
| | Such statements |
| | are not |
| | intended to be |
| | profit |
| | forecasts and |
| | should not be |
| | interpreted to |
| | mean that |
| | earnings per |
| | Consort Medical |
| | share will, |
| | following the |
| | Acquisition, |
| | necessarily be |
| | greater than |
| | those for the |
| | preceding |
| | financial |
| | period. |
+--------+--------+---------------+
It is intended that the Offer will be implemented by way of a takeover offer.
The Offer Document, containing further information about the Offer, will be
posted to The Medical House Shareholders later today.
The Medical House Board's recommendation
The Medical House Board, which has been so advised by Nomura Code, in its
capacity as
Rule 3 adviser to The Medical House, considers the terms of the
Offer to be fair and reasonable. In providing its advice to The Medical House
Board, Nomura Code has taken into account the commercial assessments of The
Medical House Board.
Accordingly, The Medical House Board unanimously recommends that The Medical
House Shareholders accept the Offer.
All of The Medical House Directors have irrevocably undertaken to accept (or
procure the acceptance of) the Offer in respect of their entire and their
connected persons' entire beneficial holdings of The Medical House Shares
amounting to, in aggregate, 21,184,173 The Medical House Shares, representing
approximately 35.2 per cent of the existing issued share capital of The Medical
House. All of these irrevocable undertakings will continue to be binding if a
higher offer is made.
Commenting on the Offer, Jonathan Glenn, Chief Executive of Consort Medical
said:
"The combination of The Medical House's expertise in auto-injector technology
with Consort Medical's world leading design for manufacture capabilities and
expertise in high volume precision manufacturing, will significantly expand our
drug delivery offering to our global pharmaceutical customers. The expanding
range of recently launched and to be launched biological drugs should ensure
strong sustainable growth for this segment of our market."
Ian Townsend, Chairman of The Medical House said:
"The Offer represents a good premium to the share price prior to the
announcement of the approach and The Medical House Board is pleased to recommend
it to shareholders. Like many small companies, the market has not recognised the
full value of The Medical House and this offer provides a more certain
investment outcome for shareholders in an uncertain economic environment. We
also believe that the technology and staff will benefit from this deal as well
as our partners who will undoubtedly benefit from the manufacturing expertise
and overall standing within the marketplace of Consort Medical."
Other matters
This summary should be read in conjunction with the full text of this
Announcement and the Appendices. The Offer will be subject to the further terms
and conditions set out in Appendix I to this Announcement and to the full terms
and conditions to be set out in the Offer Document.
A meeting for analysts and investors will be held today at 9.00 a.m. BST at
Investec's offices at
2 Gresham Street, London, EC2V 7QP. A copy of the
presentation to be given at the meeting will shortly be available to download
from the Consort Medical website: www.consortmedical.com.
Enquiries:
For further information please contact:
+----------------+-------------------------+
| Consort | +44 |
| Medical | (0)1442 |
| | 867 920 |
+----------------+-------------------------+
| Jonathan | www.consortmedical.com |
| Glenn | |
+----------------+-------------------------+
| Toby | |
| Woolrych | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Hawkpoint | +44 |
| (Financial | (0)20 |
| adviser to | 7665 4500 |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Paul | |
| Baines | |
+----------------+-------------------------+
| Ben | |
| Mingay | |
+----------------+-------------------------+
| Jonathan | |
| Coddington | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Investec | +44 |
| (Corporate | (0)20 |
| broker to | 7597 5000 |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Keith | |
| Anderson | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Brunswick | +44 |
| (PR | (0)20 |
| adviser | 7404 5959 |
| to | |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Jon | |
| Coles | |
+----------------+-------------------------+
| Justine | |
| McIlroy | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| The | +44 |
| Medical | (0)114 |
| House | 261 9011 |
+----------------+-------------------------+
| Ian | www.themedicalhouse.com |
| Townsend | |
+----------------+-------------------------+
| Bryan | |
| Bodek | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Nomura | + 44 |
| Code | (0)20 |
| (Nominated | 7776 1200 |
| adviser | |
| and | |
| corporate | |
| broker to | |
| The | |
| Medical | |
| House) | |
+----------------+-------------------------+
| Chris | |
| Collins | |
+----------------+-------------------------+
| Richard | |
| Potts | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Buchanan | + 44 |
| Communications | (0)20 |
| (PR adviser to | 7466 5000 |
| The Medical | |
| House) | |
+----------------+-------------------------+
| Tim | |
| Anderson | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
Hawkpoint, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for Consort Medical and no one else
in connection with the Offer and will not be responsible to anyone other than
Consort Medical for providing the protections afforded to clients of Hawkpoint
nor for providing advice in relation to the Offer or to the matters referred to
herein.
Investec, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for Consort Medical and no one else
in connection with the Offer and will not be responsible to anyone other than
Consort Medical for providing the protections afforded to clients of Investec
nor for providing advice in relation to the Offer or to the matters referred to
herein.
Nomura Code, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for The Medical House and
no one else in connection with the Offer and will not be responsible to anyone
other than The Medical House for providing the protections afforded to clients
of Nomura Code nor for providing advice in relation to the Offer or to the
matters referred to herein.
Further information on the Offer
The availability of the Offer (including the Loan Notes Alternative) to persons
who are not resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located. Such persons
should inform themselves about, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
Unless otherwise determined by Consort Medical, the Offer (including the Loan
Notes Alternative) will not be made, directly or indirectly, in or into any
jurisdiction (including the United States) where to do so would constitute a
breach of securities laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within any such jurisdiction. Accordingly, copies
of this Announcement are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction (including the United States) where to do so would constitute a
breach of securities laws in that jurisdiction, and persons receiving this
Announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offer.
This Announcement is not and does not form any part of an offer to sell or an
invitation to purchase any securities or the solicitation of any offer to sell
in any jurisdiction pursuant to the Offer or otherwise. The Offer will be
carried out solely through the Offer Document and the Form of Acceptance, which
will contain the full terms and conditions of the Offer (including details of
how the Offer may be accepted). Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document and
the Form of Acceptance. The Medical House Shareholders are strongly advised to
read carefully the formal documentation in relation to the Offer once it has
been despatched.
This Announcement has been prepared for the purposes of complying with the Code
and the information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of the United Kingdom.
Loan Notes
The Loan Notes which may be issued pursuant to the Loan Notes Alternative have
not been, nor will they be, registered under the Securities Act or under the
securities laws of any jurisdiction of the United States and will not be listed
on any stock exchange. Neither the US Securities and Exchange Commission nor any
US state securities commission has approved or disapproved of the Loan Notes, or
determined if this document is accurate or complete. Any representation to the
contrary is a criminal offence. Further, the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
the Loan Notes have not been, and nor will they be, registered under or offered
in compliance with applicable securities laws of any state, province, territory
or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in the United States, Canada, Australia or Japan.
Cautionary note regarding forward looking statements
This Announcement, oral statements made regarding the Offer, and other
information published by Consort Medical and The Medical House contain
statements about Consort Medical and The Medical House that are or may be
"forward looking statements". All statements other than statements of current or
historical fact included in this Announcement may be forward looking statements.
Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"should", "would", "could", "may", "anticipates", "estimates", "synergies",
"cost savings", "goals", "projects", "strategy", or words or terms of similar
substance or the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following:
+-----+-------------------------------------------------------------------+
| a) | the expected timetable for completing this transaction, future |
| | capital expenditures, expenses, revenues, earnings, synergies, |
| | economic performance, indebtedness, financial condition, dividend |
| | policy, losses and future prospects of Consort Medical or The |
| | Medical House or the Enlarged Consort Medical Group; |
+-----+-------------------------------------------------------------------+
| b) | business and management strategies and the expansion and growth |
| | of Consort Medical's or The Medical House's or the Enlarged |
| | Consort Medical Group's operations and potential synergies |
| | resulting from the acquisition; and |
+-----+-------------------------------------------------------------------+
| c) | the effects of government regulation on Consort Medical's or The |
| | Medical House's or the Enlarged Consort Medical Group's business. |
+-----+-------------------------------------------------------------------+
These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Consort Medical or The Medical House.
These forward looking statements involve known and unknown risks, uncertainties
and other factors which may cause them to differ materially from the actual
results, performance or achievements expressed or implied by such forward
looking statements. These risks, uncertainties and other factors include, but
are not limited to, the satisfaction of the Conditions to the Offer, as well as
additional factors, such as changes in economic conditions, changes in the level
of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory and economical environment, fluctuations in interest and exchange
rates, the outcome of litigation, government actions and natural phenomena such
as floods, earthquakes and hurricanes. These forward looking statements are
based on numerous assumptions regarding the present and future business
strategies of such persons and the environment in which each will operate in the
future. Investors are cautioned not to place undue reliance on the forward
looking statements, which speak only as of the date they were made. All
subsequent oral or written forward looking statements attributable to Consort
Medical or The Medical House or any of their respective members, directors,
officers or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All forward
looking statements included in this Announcement are based on information
available to Consort Medical and The Medical House on the date hereof. Investors
should not place undue reliance on such forward looking statements, and Consort
Medical and The Medical House undertake no obligation to publicly update or
revise any forward looking statements.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent or more of any class of
"relevant securities" of The Medical House, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of The Medical House, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of The Medical House by Consort Medical or The Medical House, or by
any of their respective "associates", must be disclosed by no later than 12.00
noon (London time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 to you
or whether or not you are required to disclose a "dealing" under Rule 8, you
should consult an independent financial adviser authorised under FSMA or the
Panel.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be
published on the Consort Medical website: www.consortmedical.com and on The
Medical House website: www.themedicalhouse.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
EMBARGOED UNTIL 7.00A.M.
24 September 2009
RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE
BY
CONSORT MEDICAL
PLC
FOR
THE MEDICAL HOUSE PLC
1.Introduction
The Boards of Consort Medical and The Medical House are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by Consort Medical to acquire the entire issued and to be issued share capital
of The Medical House.
2.The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix I to this Announcement and to the terms and conditions to be set out in
the Offer Document and the Form of Acceptance, will be made on the following
basis:
For each The Medical House Share27.5 pence in cash
The Offer values the entire issued share capital of The Medical House at
approximately GBP16.5 million. A full Loan Notes Alternative will also be made
available, as described in paragraph 5 below.
The Offer represents a premium of approximately:
+--------+--------+---------------+
| | - | 93.0 |
| | | per |
| | | cent |
| | | to the |
| | | Closing |
| | | Price |
| | | of |
| | | 14.25 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | on |
| | | 11 |
| | | August |
| | | 2009, |
| | | being |
| | | the |
| | | last |
| | | dealing |
| | | day |
| | | prior |
| | | to the |
| | | announcement |
| | | by The |
| | | Medical |
| | | House that |
| | | it had |
| | | received a |
| | | preliminary |
| | | approach; |
+--------+--------+---------------+
| | - | 102.8 |
| | | per |
| | | cent |
| | | to the |
| | | average |
| | | Closing |
| | | Price |
| | | of |
| | | 13.56 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | over |
| | | the |
| | | three |
| | | months |
| | | prior |
| | | to and |
| | | including |
| | | 11 August |
| | | 2009, |
| | | being the |
| | | last |
| | | dealing |
| | | day prior |
| | | to the |
| | | announcement |
| | | by The |
| | | Medical |
| | | House that |
| | | it had |
| | | received a |
| | | preliminary |
| | | approach; |
| | | and |
+--------+--------+---------------+
| | - | 5.8 |
| | | per |
| | | cent |
| | | to the |
| | | Closing |
| | | Price |
| | | of 26.0 |
| | | pence |
| | | per The |
| | | Medical |
| | | House |
| | | Share |
| | | on |
| | | 23 |
| | | September |
| | | 2009, |
| | | being the |
| | | last |
| | | dealing |
| | | day prior |
| | | to the |
| | | date of |
| | | this |
| | | Announcement. |
+--------+--------+---------------+
The Medical House Shares will be acquired by Consort Medical fully paid up and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights or interests and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid, or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made, on or after the date of this
Announcement.
3.Background to and reasons for the Offer
In Consort Medical's preliminary results announcement for the year ended 30
April 2009, Consort Medical outlined its strategy to build and strengthen its
core business through new product innovation, increased market reach and higher
value business models. Furthermore, Consort Medical stated its intention to
diversify into adjacent markets and technologies which leverage its existing
design, manufacturing and assembly capabilities and customer relationships and
credibility in inhaled drug delivery and device technologies.
Acquisition Rationale
The Consort Medical Board believes that the market for parenteral drug delivery
devices is an important and fast growing adjacent market segment and has the
potential for sustained growth as pharmaceutical and biotechnology companies
seek differentiated devices with proprietary features as a means to create
competitive advantages for their drugs, whether those drugs are proprietary or
generic. The Medical House's innovative range of auto-injector devices and
needle-free injectors and its global pharmaceutical and biotechnology industry
customers make it an attractive acquisition for Consort Medical, in line with
its stated strategy.
A large and increasing proportion of the development pipelines of pharmaceutical
and biotechnology companies consist of biological drugs which are required to be
injected because of molecular size. The development of innovative auto-injector
devices and needle-free injectors is being driven by the fact that such devices
enable patients themselves, or non trained carers, to administer the drugs. This
demand is being driven by a combination of the aversion that many people feel to
injecting themselves with manual syringes (which may lead to non-compliance with
prescribed treatment regimes), the significant degree of cost and inconvenience
involved if healthcare professionals are required to administer injections on a
regular basis, and concern about needle-stick injuries and contamination to
clinicians, carers and patients when using manual syringes.
Consort Medical views the acquisition of The Medical House as an attractive
opportunity to enhance its existing position as a leading global supplier of
drug delivery device technologies. The Consort Medical Board believes that The
Medical House's range of auto-injector devices and needle-free injectors will
complement Consort Medical's existing products, technologies, and customer
relationships. Additionally, the combination will give rise to potentially
significant commercial, technical and financial synergies as a result of The
Medical House's combination with an established and respected design,
industrialisation, precision manufacturing and supply chain management partner.
The Medical House's business model is currently primarily based around
technology licenses, development contracts and profit sharing arrangements with
pharmaceutical and biotechnology industry customers. The Consort Medical Board
believes these higher value added income streams will be complementary to its
existing business model. In addition, as part of the Enlarged Consort Medical
Group, The Medical House has the potential to secure further profits from
manufacturing in the future.
Benefits to The Medical House
The Consort Medical Board believes the success of The Medical House's business
will be enhanced as part of the Enlarged Consort Medical Group. Consort
Medical's reputation, together with its size and strength in its market, should
be an advantage in gaining market share and brand awareness for The Medical
House's technologies and products. Furthermore, it believes that the product
offering of The Medical House will be enhanced by the combination with the
capabilities in supply chain management, quality enhancement and regulatory
process compliance of Consort Medical's Bespak division.
In the short to medium term, the Consort Medical Board expects The Medical House
to be able to offer customers a complete range of services, including supply
chain management and manufacturing capabilities, enabling the business to be
more competitive in the marketplace. Over the longer term, the benefits of
Consort Medical's device design and design for manufacture expertise may lead to
the introduction of improved auto-injection and needle-free drug delivery
devices to further extend the range of delivery device platforms available to
existing and potential pharmaceutical and biotechnology customers.
Benefits to Consort Medical
The Consort Medical Board expects the combination with The Medical House to be
earnings enhancing in the first full financial year following the Acquisition.
The Consort Medical Board has identified potential annual cost saving
opportunities totalling not less than GBP0.5 million associated with The Medical
House's public listing and duplication of corporate functions.
Such statements are not intended to be profit forecasts and should not be
interpreted to mean that earnings per Consort Medical share will, following the
Acquisition, necessarily be greater than those for the preceding financial
period.
4.The Medical House Board's recommendation
The Medical House Board, which has been so advised by Nomura Code, in its
capacity as
Rule 3 adviser to The Medical House, considers the terms of the
Offer to be fair and reasonable. In providing its advice to The Medical House
Board, Nomura Code has taken into account the commercial assessments of The
Medical House Board.
Accordingly, The Medical House Board unanimously recommends that The Medical
House Shareholders accept the Offer.
All of The Medical House Directors have irrevocably undertaken to accept (or
procure the acceptance of) the Offer in respect of their entire and their
connected persons' entire beneficial holdings of The Medical House Shares
amounting to, in aggregate, 21,184,173 The Medical House Shares, representing
approximately 35.2 per cent of the existing issued share capital of The Medical
House. All of these irrevocable undertakings will continue to be binding if a
higher offer is made.
5.Loan Notes Alternative
The Medical House Shareholders (other than those resident in a Restricted
Jurisdiction) will be able to elect, as an alternative to all or part of the
cash consideration to which they would otherwise be entitled under the Offer, to
receive Loan Notes issued by Consort Medical on the following basis:
for each GBP1 of cash consideration GBP1 in nominal value of Loan Notes
The Loan Notes will be fully guaranteed by National Westminster Bank plc and
will be issued, credited as fully paid, in amounts and integral multiples of
GBP1 in nominal value; all fractional entitlements will be disregarded and
not issued.
The Loan Notes will bear interest (from the date of issue to the relevant holder
of Loan Notes) payable every six months in arrears (other than the first
instalment, which will be payable on 30 May 2010). The rate of interest on the
Loan Notes will be the rate per annum of 0.25 per cent below LIBOR.
The Loan Notes will be redeemable at par (together with accrued interest) at the
option of the Loan Note Holders, in whole or in part, on the date falling six
months following the issue of the Loan Notes and on each subsequent Interest
Payment Date thereafter (or, if not a Business Day, on the first Business Day
thereafter).
Any Loan Notes not previously so redeemed or purchased or cancelled will be
redeemed in full at par on the second anniversary of the date of issue of the
Loan Notes together with accrued interest (subject to any requirement to deduct
income tax therefrom) up to (but excluding) that date. The Loan Notes will not
be (save in certain restricted circumstances) transferable and no application
will be made for the Loan Notes to be listed on or dealt on any stock exchange
or other trading facility.
The Loan Notes Alternative is conditional on the Offer becoming or being
declared wholly unconditional and will remain open for so long as the Offer
remains open for acceptance. The Loan Notes Alternative is not being made
available to The Medical House Shareholders in the United States or any other
Restricted Jurisdiction.
Investec has advised that, based on market conditions as at the close of
business on 22 September 2009, in its opinion, the value of the Loan Notes (had
they been in issue at that time) would have been not less than 99 pence per GBP1
in nominal value.
Further details of the Loan Notes are set out in Appendix IV to this
Announcement.
6.Irrevocable undertakings to accept the Offer
Consort Medical has received irrevocable undertakings from The Medical
House Directors to accept (or procure the acceptance of) the Offer in respect of
their entire and their connected persons' entire beneficial holdings of The
Medical House Shares amounting to, in aggregate, 21,184,173 The Medical House
Shares, representing approximately 35.2 per cent of The Medical House's existing
issued share capital.
Ian Townsend, Chairman of The Medical House, has irrevocably undertaken to elect
for the Loan Notes Alternative in respect of his entire holding of 20,225,909
The Medical House Shares, representing approximately 33.6 per cent of The
Medical House's existing issued share capital.
Further details of the irrevocable undertakings are set out in Appendix III.
7.Inducement Fee Agreement
The Medical House and Consort Medical have entered into the Inducement Fee
Agreement in relation to the Offer which governs their relationship during the
period until the Offer becomes wholly unconditional or lapses or is withdrawn.
The Inducement Fee Agreement provides that The Medical House shall pay Consort
Medical a fee of one per cent of the value of The Medical House's fully diluted
issued ordinary share capital at the date of this Announcement calculated on the
basis of the price per ordinary share payable by Consort Medical under the terms
of the Offer, in the following circumstances:
+--------+--------+----------------+
| | (a) | The |
| | | Medical |
| | | House |
| | | Directors: |
| | | (i) |
| | | withdraw |
| | | or |
| | | adversely |
| | | modify or |
| | | qualify |
| | | their |
| | | approval |
| | | or |
| | | recommendation |
| | | of the Offer, |
| | | or approve the |
| | | announcement |
| | | of or |
| | | recommend any |
| | | Independent |
| | | Competing |
| | | Offer; or (ii) |
| | | agree or |
| | | resolve to |
| | | take any of |
| | | the foregoing |
| | | actions; or |
+--------+--------+----------------+
| | (b) | an |
| | | Independent |
| | | Competing |
| | | Offer for |
| | | The Medical |
| | | House is |
| | | announced |
| | | within the |
| | | Offer |
| | | Period and |
| | | subsequently |
| | | any |
| | | Independent |
| | | Competing |
| | | Offer made |
| | | or announced |
| | | during the |
| | | Offer Period |
| | | or 3 months |
| | | thereafter |
| | | subsequently |
| | | becomes or |
| | | is declared |
| | | wholly |
| | | unconditional |
| | | or is |
| | | otherwise |
| | | completed. |
+--------+--------+----------------+
Nothing in the Inducement Fee Agreement shall oblige The Medical House to pay
any amount to Consort Medical which the Panel determines would not be permitted
by Rule 21.2 of the Code.
The Medical House has agreed that it will not directly or indirectly solicit
interest in relation to an offer for The Medical House or all or substantially
all of the assets and undertakings of The Medical House, including any of its
subsidiary undertakings.
The Medical House has also agreed, inter alia, that it will inform Consort
Medical promptly of any bona fide proposal or approach from a third party in
relation to any Alternative Proposal or if The Medical House provides any
information to a third party with a view to that third party investigating or
entering into any Alternative Proposal. The Medical House shall notify Consort
Medical promptly if The Medical House Board determines that any bona fide
approach relating to an Independent Competing Offer constitutes a proposal which
it intends to recommend instead of the Offer. In that event, The Medical House
Board has agreed to provide Consort Medical with 48 hours in which to reconsider
its Offer.
These rights do not restrict The Medical House from entering discussions with,
or providing information to, a bona fide third party who has made an unsolicited
approach in relation to an Alternative Proposal.
8.Financing arrangements and cash confirmation
The consideration payable under the Offer will be financed from a new bank
facility to be provided by The Royal Bank of Scotland plc to Consort
Medical. This new facility can be utilised by way of cash drawing or loan note
guarantee or a combination of both of these.
As required by the Code, Hawkpoint, as financial adviser to Consort Medical,
confirms that it is satisfied that sufficient resources are available to Consort
Medical to satisfy in full the consideration payable to The Medical House
Shareholders under the terms of the Offer as a result of full acceptance of the
Offer.
9.Information on The Medical House
The Medical House (LSE: MLH) specialises in the design, development, licensing
and supply of delivery devices for parenteral drugs to global pharmaceutical and
biotechnology industry clients. The Medical House is based in Sheffield, UK and
its shares were admitted to trading on AIM in 2000.
The Medical House is focused on customising its proprietary, patented
technologies to create delivery devices which address particular challenges
associated with specific drug formulations, therapies and patient populations.
The Medical House's technology portfolio incorporates disposable auto-injector
systems and reusable needle-free jet injectors.
The Medical House's drug delivery devices are primarily designed to enable
patients to inject themselves without a need for specific clinical expertise,
whilst also addressing patients' aversion to needles. The Medical House's
devices are also designed to eliminate the risk of accidental injury arising
from exposure to used needles. Demand for The Medical House's devices has been
driven primarily by pharmaceutical companies seeking means to create competitive
advantages for their products.
For the six months ended 30 June 2009, The Medical House generated sales of
GBP1.9 million (2008: GBP1.4 million) and operating profit before exceptional
items of GBP0.6 million (2008: GBP0.4 million). For the year ended 31 December
2008, The Medical House generated sales of GBP2.9 million (2007: GBP1.8 million)
and operating profit before exceptional items of GBP0.8 million (2007: GBP0.2
million).
10.Information on Consort Medical
Consort Medical (LSE: CSRT) is a healthcare company focused on medical device
technologies for drug delivery and hospital products for the management of
patient airways. It is focused primarily on developing and manufacturing devices
for drug delivery and anaesthesia through its two operating divisions: Bespak
and King Systems.
For the year ended 30 April 2009 Consort Medical generated sales of GBP129.9
million (2008: GBP133.0 million) and operating profit before special items of
GBP18.9 million (2008: GBP19.1 million).
11.Compulsory acquisition, cancellation of AIM listing and re-registration
If Consort Medical receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent or more of The Medical House Shares to which the
Offer relates and assuming all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), Consort Medical intends to
exercise its rights pursuant to the provisions of sections 974 to 991
(inclusive) of the Companies Act to acquire compulsorily the remaining The
Medical House Shares on the same terms as the Offer.
Assuming the Offer becomes or is declared wholly unconditional and subject to
any applicable requirements of the UKLA and AIM, Consort Medical intends to
procure the cancellation of the admission to trading on AIM of The Medical House
Shares. If this cancellation occurs, it will significantly reduce the liquidity
and marketability of any The Medical House Shares not acquired pursuant to the
Offer. It is anticipated that the cancellation of admission to trading will take
effect no earlier than the expiry of 20 Business Days after either:
+--------+--------+---------------+
| | (a) | the |
| | | date |
| | | on |
| | | which |
| | | Consort |
| | | Medical |
| | | has, by |
| | | virtue |
| | | of its |
| | | shareholdings |
| | | and |
| | | acceptances |
| | | of the Offer, |
| | | acquired or |
| | | agreed to |
| | | acquire |
| | | issued share |
| | | capital |
| | | carrying 75 |
| | | per cent of |
| | | the voting |
| | | rights of The |
| | | Medical |
| | | House; or |
+--------+--------+---------------+
| | (b) | the |
| | | first |
| | | date |
| | | of |
| | | issue |
| | | of |
| | | compulsory |
| | | acquisition |
| | | notices |
| | | under the |
| | | relevant |
| | | provisions |
| | | of the |
| | | Companies |
| | | Act. |
+--------+--------+---------------+
It is also proposed that following the Offer becoming or being declared wholly
unconditional and after the cancellation of admission to trading of The Medical
House Shares on AIM, The Medical House will be re-registered as a private
company under the relevant provisions of the Companies Act.
12.Management and employees and fixed assets
Consort Medical confirms that, following the Offer becoming or being declared
wholly unconditional, the existing contractual and statutory employment rights,
including pension rights, of all management and employees of The Medical House
Group will be fully safeguarded, other than in respect of Ian Townsend who has
agreed to resign as an employee of The Medical House once the Offer has been
declared wholly unconditional.
Pursuant to pre-existing contractual arrangements, David Urquhart, the Managing
Director of The Medical House, will be entitled to a one off and specific bonus
following completion of the Offer. Ian Townsend, the Executive Chairman, has
entered into a consultancy agreement with a subsidiary of Consort Medical for a
fixed period of two years, conditional upon the Offer being declared wholly
unconditional. Further details of these arrangements will be set out in the
Offer Document. Nomura Code, in its capacity as Rule 3 adviser to The Medical
House has reviewed the terms of these arrangements and considers these to be
fair and reasonable.
Consort Medical has indicated that it does not currently intend to change the
location of either its or The Medical House Group's place of business or
redeploy its fixed assets, although it will be carrying out a strategic review
of the current business operations of The Medical House Group after the Offer
has become or been declared wholly unconditional.
13.The Medical House Share Schemes
The Offer will be extended to any The Medical House Shares which are
unconditionally allotted or issued and fully paid (or credited as fully paid)
while the Offer remains open for acceptance (or, subject to the Code, by such
earlier date as Consort Medical may decide), including any The Medical House
Shares unconditionally allotted or issued pursuant to the exercise of options or
vesting of awards granted under The Medical House Share Schemes.
If the Offer becomes or is declared wholly unconditional, to the extent options
remain unexercised or have not lapsed, Consort Medical will make appropriate
proposals to the participants in The Medical House Share Schemes in due course.
14.Disclosure of interests in The Medical House
Except as disclosed in this paragraph or save for the irrevocable undertakings
referred to in paragraph 6 above, as at 23 September 2009 (the latest
practicable date prior to the publication of this announcement), Consort
Medical, nor any of the directors of Consort Medical, nor their close relatives
and related trusts, nor, so far as Consort Medical are aware, any person acting
in concert with Consort Medical for the purposes of the Offer has any interest
in, right to subscribe for, or has borrowed or lent any The Medical House Shares
or securities convertible or exchangeable into The Medical House Shares ("The
Medical House Securities"), nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery in relation to The Medical House Securities, nor does any such person
have any arrangement in relation to a The Medical House Security. For these
purposes, "arrangement" includes any indemnity or option arrangement or any
agreement or understanding, formal or informal, of whatever nature, relating to
The Medical House Securities which may be an inducement to deal or refrain from
dealing in such securities. In the interests of secrecy before the Announcement,
Consort Medical has not made any enquiries in respect of the matters referred to
in this paragraph of certain parties who may be deemed by the Panel to be acting
in concert with them for the purposes of the Offer. Enquiries of such parties
will be made as soon as is practicable following the date of the Announcement
and any material disclosure in respect of such parties will be included in the
Offer Document.
15.Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements of that
jurisdiction. If you are in any doubt about your position or the action you
should take, you should consult an appropriate financial adviser.
16.General
It is intended that the Offer will be implemented by way of a takeover offer.
The Offer Document and Form of Acceptance setting out the full terms and
conditions of the Offer will be posted to The Medical House Shareholders (other
than to those in any Restricted Jurisdiction) and, for information purposes, to
participants in The Medical House Share Schemes, later today.
In deciding whether or not to accept the Offer in respect of their The Medical
House Shares, The Medical House Shareholders should rely on the information
contained in, and the procedures described in, the Offer Document and, if
relevant, the Form of Acceptance.
If you are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
Conditions and further terms of the Offer are set out in Appendix I to this
Announcement.
Appendix II contains the bases and sources and other information used in this
Announcement.
Appendix III contains the terms relating to the irrevocable undertakings entered
into by The Medical House Directors.
Appendix IV contains a summary of the terms relating to the Loan Notes.
Appendix V contains the definitions of terms used in this Announcement.
Enquiries:
For further information please contact:
+----------------+-------------------------+
| Consort | +44 |
| Medical | (0)1442 |
| | 867 920 |
+----------------+-------------------------+
| Jonathan | www.consortmedical.com |
| Glenn | |
+----------------+-------------------------+
| Toby | |
| Woolrych | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Hawkpoint | +44 |
| (Financial | (0)20 |
| adviser to | 7665 4500 |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Paul | |
| Baines | |
+----------------+-------------------------+
| Ben | |
| Mingay | |
+----------------+-------------------------+
| Jonathan | |
| Coddington | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Investec | +44 |
| (Corporate | (0)20 |
| broker to | 7597 5000 |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Keith | |
| Anderson | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Brunswick | +44 |
| (PR | (0)20 |
| adviser | 7404 5959 |
| to | |
| Consort | |
| Medical) | |
+----------------+-------------------------+
| Jon | |
| Coles | |
+----------------+-------------------------+
| Justine | |
| McIlroy | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| The | +44 |
| Medical | (0)114 |
| House | 261 9011 |
+----------------+-------------------------+
| Ian | www.themedicalhouse.com |
| Townsend | |
+----------------+-------------------------+
| Bryan | |
| Bodek | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Nomura | + 44 |
| Code | (0)20 |
| (Nominated | 7776 1200 |
| adviser | |
| and | |
| corporate | |
| broker to | |
| The | |
| Medical | |
| House) | |
+----------------+-------------------------+
| Chris | |
| Collins | |
+----------------+-------------------------+
| Richard | |
| Potts | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| Buchanan | + 44 |
| Communications | (0)20 |
| (PR adviser to | 7466 5000 |
| The Medical | |
| House) | |
+----------------+-------------------------+
| Tim | |
| Anderson | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
Hawkpoint, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for Consort Medical and no one else
in connection with the Offer and will not be responsible to anyone other than
Consort Medical for providing the protections afforded to clients of Hawkpoint
nor for providing advice in relation to the Offer or to the matters referred to
herein.
Investec, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting exclusively for Consort Medical and no one else
in connection with the Offer and will not be responsible to anyone other than
Consort Medical for providing the protections afforded to clients of Investec
nor for providing advice in relation to the Offer or to the matters referred to
herein.
Nomura Code, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for The Medical House and
no one else in connection with the Offer and will not be responsible to anyone
other than The Medical House for providing the protections afforded to clients
of Nomura Code nor for providing advice in relation to the Offer or to the
matters referred to herein.
Further information on the Offer
The availability of the Offer (including the Loan Notes Alternative) to persons
who are not resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located. Such persons
should inform themselves about, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
Unless otherwise determined by Consort Medical, the Offer (including the Loan
Notes Alternative) will not be made, directly or indirectly, in or into any
jurisdiction (including the United States) where to do so would constitute a
breach of securities laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within any such jurisdiction. Accordingly, copies
of this Announcement are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction (including the United States) where to do so would constitute a
breach of securities laws in that jurisdiction, and persons receiving this
Announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offer.
This Announcement is not and does not form any part of an offer to sell or an
invitation to purchase any securities or the solicitation of any offer to sell
in any jurisdiction pursuant to the Offer or otherwise. The Offer will be
carried out solely through the Offer Document and the Form of Acceptance, which
will contain the full terms and conditions of the Offer (including details of
how the Offer may be accepted). Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document and
the Form of Acceptance. The Medical House Shareholders are strongly advised to
read carefully the formal documentation in relation to the Offer once it has
been despatched.
This Announcement has been prepared for the purposes of complying with the Code
and the information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of the United Kingdom.
Loan Notes
The Loan Notes which may be issued pursuant to the Loan Notes Alternative have
not been, nor will they be, registered under the Securities Act or under the
securities laws of any jurisdiction of the United States and will not be listed
on any stock exchange. Neither the US Securities and Exchange Commission nor any
US state securities commission has approved or disapproved of the Loan Notes, or
determined if this document is accurate or complete. Any representation to the
contrary is a criminal offence. Further, the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
the Loan Notes have not been, and nor will they be, registered under or offered
in compliance with applicable securities laws of any state, province, territory
or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in the United States, Canada, Australia or Japan.
Cautionary note regarding forward looking statements
This Announcement, oral statements made regarding the Offer, and other
information published by Consort Medical and The Medical House contain
statements about Consort Medical and The Medical House that are or may be
"forward looking statements". All statements other than statements of current or
historical fact included in this Announcement may be forward looking statements.
Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"should", "would", "could", "may", "anticipates", "estimates", "synergies",
"cost savings", "goals", "projects", "strategy", or words or terms of similar
substance or the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following:
+-----+-------------------------------------------------------------------+
| a) | the expected timetable for completing this transaction, future |
| | capital expenditures, expenses, revenues, earnings, synergies, |
| | economic performance, indebtedness, financial condition, dividend |
| | policy, losses and future prospects of Consort Medical or The |
| | Medical House or the Enlarged Consort Medical Group; |
+-----+-------------------------------------------------------------------+
| b) | business and management strategies and the expansion and growth |
| | of Consort Medical's or The Medical House's or the Enlarged |
| | Consort Medical Group's operations and potential synergies |
| | resulting from the acquisition; and |
+-----+-------------------------------------------------------------------+
| c) | the effects of government regulation on Consort Medical's or The |
| | Medical House's or the Enlarged Consort Medical Group's business. |
+-----+-------------------------------------------------------------------+
These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Consort Medical or The Medical House.
These forward looking statements involve known and unknown risks, uncertainties
and other factors which may cause them to differ materially from the actual
results, performance or achievements expressed or implied by such forward
looking statements. These risks, uncertainties and other factors include, but
are not limited to, the satisfaction of the Conditions to the Offer, as well as
additional factors, such as changes in economic conditions, changes in the level
of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory and economical environment, fluctuations in interest and exchange
rates, the outcome of litigation, government actions and natural phenomena such
as floods, earthquakes and hurricanes. These forward looking statements are
based on numerous assumptions regarding the present and future business
strategies of such persons and the environment in which each will operate in the
future. Investors are cautioned not to place undue reliance on the forward
looking statements, which speak only as of the date they were made. All
subsequent oral or written forward looking statements attributable to Consort
Medical or The Medical House or any of their respective members, directors,
officers or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All forward
looking statements included in this Announcement are based on information
available to Consort Medical and The Medical House on the date hereof. Investors
should not place undue reliance on such forward looking statements, and Consort
Medical and The Medical House undertake no obligation to publicly update or
revise any forward looking statements.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent or more of any class of
"relevant securities" of The Medical House, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of The Medical House, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of The Medical House by Consort Medical or The Medical House, or by
any of their respective "associates", must be disclosed by no later than 12.00
noon (London time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 to you
or whether or not you are required to disclose a "dealing" under Rule 8, you
should consult an independent financial adviser authorised under FSMA or the
Panel.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be
published on the Consort Medical website: www.consortmedical.com and on The
Medical House website: www.themedicalhouse.com.
APPENDIX I
Part A
CONDITIONS AND FURTHER TERMS OF THE OFFER
1.Conditions of the Offer
The Offer will be subject to the following conditions (the "Conditions"):
+--------+--------+--------+------------+----------------+
| | | (a) | valid |
| | | | acceptances |
| | | | being received |
| | | | (and not, where |
| | | | permitted, |
| | | | withdrawn) by |
| | | | not later than |
| | | | 1.00 p.m. on |
| | | | the first |
| | | | closing date of |
| | | | the Offer (or |
| | | | such later |
| | | | time(s) and/or |
| | | | date(s) as |
| | | | Consort Medical |
| | | | may, subject to |
| | | | the rules of |
| | | | the Code, |
| | | | decide) in |
| | | | respect of not |
| | | | less than 90 |
| | | | per cent (or |
| | | | such lesser |
| | | | percentage as |
| | | | Consort Medical |
| | | | may decide) in |
| | | | nominal value |
| | | | of The Medical |
| | | | House Shares to |
| | | | which the Offer |
| | | | relates and not |
| | | | less than 90 |
| | | | per cent (or |
| | | | such lesser |
| | | | percentage as |
| | | | Consort Medical |
| | | | may decide) of |
| | | | the voting |
| | | | rights carried |
| | | | by The Medical |
| | | | House Shares to |
| | | | which the Offer |
| | | | relates, |
| | | | provided that, |
| | | | unless agreed |
| | | | by the Panel, |
| | | | this condition |
| | | | will not be |
| | | | satisfied |
| | | | unless Consort |
| | | | Medical and/or |
| | | | its |
| | | | wholly-owned |
| | | | subsidiaries |
| | | | have acquired |
| | | | or agreed to |
| | | | acquire |
| | | | (whether |
| | | | pursuant to the |
| | | | Offer or |
| | | | otherwise), |
| | | | directly or |
| | | | indirectly, The |
| | | | Medical House |
| | | | Shares |
| | | | carrying, in |
| | | | aggregate, over |
| | | | 50 per cent of |
| | | | the voting |
| | | | rights then |
| | | | normally |
| | | | exercisable at |
| | | | general |
| | | | meetings of The |
| | | | Medical House |
| | | | on such basis |
| | | | as may be |
| | | | required by the |
| | | | Panel |
| | | | (including for |
| | | | this purpose, |
| | | | to the extent |
| | | | (if any) |
| | | | required by the |
| | | | Panel, any |
| | | | voting rights |
| | | | attaching to |
| | | | any shares |
| | | | which are |
| | | | unconditionally |
| | | | allotted or |
| | | | issued before |
| | | | the Offer |
| | | | becomes or is |
| | | | declared |
| | | | unconditional |
| | | | as to |
| | | | acceptances, |
| | | | whether |
| | | | pursuant to the |
| | | | exercise of |
| | | | conversion or |
| | | | subscription |
| | | | rights or |
| | | | otherwise); and |
| | | | for the purpose |
| | | | of this |
| | | | condition (i) |
| | | | the expression |
| | | | "The Medical |
| | | | House Shares to |
| | | | which the Offer |
| | | | relates" shall |
| | | | be construed in |
| | | | accordance with |
| | | | sections 974 to |
| | | | 991 of the |
| | | | Companies Act |
| | | | (the |
| | | | "Regulations"); |
| | | | and (ii) for |
| | | | the purposes of |
| | | | the proviso to |
| | | | this condition |
| | | | (a), The |
| | | | Medical House |
| | | | Shares which |
| | | | have been |
| | | | unconditionally |
| | | | allotted but |
| | | | not issued |
| | | | shall be deemed |
| | | | to carry the |
| | | | voting rights |
| | | | which they will |
| | | | carry on issue; |
+--------+--------+--------+-----------------------------+
| | | (b) | no government |
| | | | or |
| | | | governmental, |
| | | | quasi-governmental, |
| | | | supranational, |
| | | | statutory or |
| | | | regulatory body, or |
| | | | any court, |
| | | | institution, |
| | | | investigative body, |
| | | | association, trade |
| | | | agency or |
| | | | professional or |
| | | | environmental body |
| | | | or (without |
| | | | prejudice to the |
| | | | generality of the |
| | | | foregoing) any |
| | | | other person or |
| | | | body in any |
| | | | jurisdiction (each, |
| | | | a "Relevant |
| | | | Authority") having |
| | | | decided to take, |
| | | | instituted, |
| | | | implemented or |
| | | | threatened in |
| | | | writing any action, |
| | | | proceedings, suit, |
| | | | investigation or |
| | | | enquiry or enacted, |
| | | | made or proposed |
| | | | any statute, |
| | | | regulation or order |
| | | | or otherwise taken |
| | | | any other step or |
| | | | done any thing, and |
| | | | there not being |
| | | | outstanding any |
| | | | statute, |
| | | | legislation or |
| | | | order, that would |
| | | | or reasonably |
| | | | might: |
+--------+--------+--------+-----------------------------+
| | | | (i) | restrict, |
| | | | | restrain, |
| | | | | prohibit, |
| | | | | delay, |
| | | | | impose |
| | | | | additional |
| | | | | conditions |
| | | | | or |
| | | | | obligations |
| | | | | with |
| | | | | respect to, |
| | | | | or |
| | | | | otherwise |
| | | | | interfere |
| | | | | with the |
| | | | | implementation |
| | | | | of, the Offer |
| | | | | or the |
| | | | | acquisition of |
| | | | | any The |
| | | | | Medical House |
| | | | | Shares by |
| | | | | Consort |
| | | | | Medical or any |
| | | | | matters |
| | | | | arising |
| | | | | therefrom; |
+--------+--------+--------+------------+----------------+
| | | | (ii) | result |
| | | | | in a |
| | | | | delay |
| | | | | in the |
| | | | | ability |
| | | | | of |
| | | | | Consort |
| | | | | Medical, |
| | | | | or |
| | | | | render |
| | | | | Consort |
| | | | | Medical |
| | | | | unable, |
| | | | | to |
| | | | | acquire |
| | | | | some or |
| | | | | all of |
| | | | | The |
| | | | | Medical |
| | | | | House |
| | | | | Shares; |
+--------+--------+--------+------------+----------------+
| | | | (iii) | require, |
| | | | | prevent, |
| | | | | delay or |
| | | | | affect |
| | | | | the |
| | | | | divestiture |
| | | | | by Consort |
| | | | | Medical or |
| | | | | any of its |
| | | | | subsidiaries, |
| | | | | subsidiary |
| | | | | undertakings |
| | | | | or associated |
| | | | | undertakings |
| | | | | (including |
| | | | | any company |
| | | | | of which 20 |
| | | | | per cent or |
| | | | | more of the |
| | | | | voting |
| | | | | capital is |
| | | | | held by the |
| | | | | Consort |
| | | | | Medical Group |
| | | | | or any |
| | | | | partnership, |
| | | | | joint |
| | | | | venture, firm |
| | | | | or company in |
| | | | | which any of |
| | | | | them may be |
| | | | | interested) |
| | | | | (together the |
| | | | | "wider |
| | | | | Consort |
| | | | | Medical |
| | | | | Group") or |
| | | | | The Medical |
| | | | | House or any |
| | | | | of its |
| | | | | subsidiaries, |
| | | | | subsidiary |
| | | | | undertakings |
| | | | | or associated |
| | | | | undertakings |
| | | | | (including |
| | | | | any company |
| | | | | of which 20 |
| | | | | per cent or |
| | | | | more of the |
| | | | | voting |
| | | | | capital is |
| | | | | held by The |
| | | | | Medical House |
| | | | | Group or any |
| | | | | partnership, |
| | | | | joint |
| | | | | venture, firm |
| | | | | or company in |
| | | | | which any of |
| | | | | them may be |
| | | | | interested) |
| | | | | (together the |
| | | | | "wider |
| | | | | Medical House |
| | | | | Group") of |
| | | | | all or any |
| | | | | material |
| | | | | portion of |
| | | | | their |
| | | | | businesses, |
| | | | | assets or |
| | | | | property or |
| | | | | of any The |
| | | | | Medical House |
| | | | | Shares or |
| | | | | other |
| | | | | securities in |
| | | | | The Medical |
| | | | | House or |
| | | | | impose any |
| | | | | limitation on |
| | | | | the ability |
| | | | | of the wider |
| | | | | Medical House |
| | | | | Group to |
| | | | | conduct its |
| | | | | businesses or |
| | | | | own its |
| | | | | assets or |
| | | | | properties or |
| | | | | any part |
| | | | | thereof; |
+--------+--------+--------+------------+----------------+
| | | | (iv) | impose |
| | | | | any |
| | | | | significant |
| | | | | limitation |
| | | | | on the |
| | | | | ability of |
| | | | | any member |
| | | | | of the |
| | | | | wider |
| | | | | Consort |
| | | | | Medical |
| | | | | Group to |
| | | | | acquire or |
| | | | | hold or |
| | | | | exercise |
| | | | | effectively, |
| | | | | directly or |
| | | | | indirectly, |
| | | | | all rights |
| | | | | of all or |
| | | | | any of The |
| | | | | Medical |
| | | | | House Shares |
| | | | | (whether |
| | | | | acquired |
| | | | | pursuant to |
| | | | | the Offer or |
| | | | | otherwise); |
+--------+--------+--------+------------+----------------+
| | | | (v) | require |
| | | | | any |
| | | | | member |
| | | | | of the |
| | | | | wider |
| | | | | Consort |
| | | | | Medical |
| | | | | Group |
| | | | | or the |
| | | | | wider |
| | | | | Medical |
| | | | | House |
| | | | | Group |
| | | | | to |
| | | | | offer |
| | | | | to |
| | | | | acquire |
| | | | | any |
| | | | | shares |
| | | | | or |
| | | | | other |
| | | | | securities |
| | | | | or rights |
| | | | | thereover |
| | | | | in any |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House |
| | | | | Group |
| | | | | owned by |
| | | | | any third |
| | | | | party; |
+--------+--------+--------+------------+----------------+
| | | | (vi) | make |
| | | | | the |
| | | | | Offer |
| | | | | or its |
| | | | | implementation |
| | | | | or the |
| | | | | proposed |
| | | | | acquisition of |
| | | | | The Medical |
| | | | | House illegal, |
| | | | | void or |
| | | | | unenforceable |
| | | | | in or under |
| | | | | the laws of |
| | | | | any |
| | | | | jurisdiction; |
+--------+--------+--------+------------+----------------+
| | | | (vii) | impose |
| | | | | any |
| | | | | significant |
| | | | | limitation |
| | | | | on the |
| | | | | ability of |
| | | | | any member |
| | | | | of the |
| | | | | wider |
| | | | | Medical |
| | | | | House Group |
| | | | | to |
| | | | | co-ordinate |
| | | | | its |
| | | | | business, |
| | | | | or any part |
| | | | | of it, with |
| | | | | the |
| | | | | business of |
| | | | | any other |
| | | | | member of |
| | | | | the wider |
| | | | | Consort |
| | | | | Medical |
| | | | | Group or |
| | | | | the wider |
| | | | | Medical |
| | | | | House |
| | | | | Group; or |
+--------+--------+--------+------------+----------------+
| | | | (viii) | otherwise |
| | | | | materially |
| | | | | adversely |
| | | | | affect any |
| | | | | or all of |
| | | | | the |
| | | | | businesses, |
| | | | | prospects |
| | | | | or profits |
| | | | | of any |
| | | | | member of |
| | | | | the wider |
| | | | | Consort |
| | | | | Medical |
| | | | | Group or |
| | | | | the wider |
| | | | | Medical |
| | | | | House |
| | | | | Group. |
+--------+--------+--------+------------+----------------+
| | | (c) | save as fairly |
| | | | disclosed to |
| | | | Consort Medical |
| | | | prior to the |
| | | | date of the |
| | | | announcement of |
| | | | the Offer, |
| | | | there being no |
| | | | provision of |
| | | | any agreement, |
| | | | instrument, |
| | | | permit, licence |
| | | | or other |
| | | | arrangement to |
| | | | which any |
| | | | member of the |
| | | | wider Medical |
| | | | House Group is |
| | | | a party or by |
| | | | or to which it |
| | | | or any of its |
| | | | assets may be |
| | | | bound or |
| | | | subject which, |
| | | | as a |
| | | | consequence of |
| | | | the Offer or |
| | | | the acquisition |
| | | | of The Medical |
| | | | House or |
| | | | because of a |
| | | | change in the |
| | | | control or |
| | | | management of |
| | | | The Medical |
| | | | House or any |
| | | | member of The |
| | | | Medical House |
| | | | Group |
| | | | reasonably |
| | | | could have the |
| | | | result that: |
+--------+--------+--------+-----------------------------+
| | | | (i) | any |
| | | | | monies |
| | | | | borrowed |
| | | | | by, or |
| | | | | other |
| | | | | indebtedness, |
| | | | | actual or |
| | | | | contingent, |
| | | | | of, or grant |
| | | | | available to, |
| | | | | any member of |
| | | | | the wider |
| | | | | Medical House |
| | | | | Group becomes |
| | | | | or is capable |
| | | | | of being |
| | | | | declared |
| | | | | repayable |
| | | | | immediately |
| | | | | or earlier |
| | | | | than the |
| | | | | repayment |
| | | | | date stated |
| | | | | in such |
| | | | | agreement, |
| | | | | instrument or |
| | | | | other |
| | | | | arrangement |
| | | | | except to the |
| | | | | extent |
| | | | | provided for |
| | | | | in the Annual |
| | | | | Report; |
+--------+--------+--------+------------+----------------+
| | | | (ii) | any |
| | | | | mortgage, |
| | | | | charge or |
| | | | | other |
| | | | | security |
| | | | | interest |
| | | | | over the |
| | | | | whole or |
| | | | | any part |
| | | | | of the |
| | | | | business, |
| | | | | property |
| | | | | or assets |
| | | | | of any |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House |
| | | | | Group |
| | | | | (whenever |
| | | | | arising) |
| | | | | becomes |
| | | | | enforceable; |
+--------+--------+--------+------------+----------------+
| | | | (iii) | any |
| | | | | such |
| | | | | agreement, |
| | | | | instrument, |
| | | | | permit, |
| | | | | licence or |
| | | | | other |
| | | | | arrangement, |
| | | | | or any |
| | | | | right, |
| | | | | interest, |
| | | | | liability or |
| | | | | obligation |
| | | | | of any |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House Group |
| | | | | therein, is |
| | | | | terminated |
| | | | | or |
| | | | | materially |
| | | | | adversely |
| | | | | modified or |
| | | | | affected or |
| | | | | any material |
| | | | | action is |
| | | | | taken or |
| | | | | onerous |
| | | | | obligation |
| | | | | arises |
| | | | | thereunder; |
| | | | | or |
+--------+--------+--------+------------+----------------+
| | | | (iv) | the |
| | | | | value |
| | | | | of any |
| | | | | member |
| | | | | of the |
| | | | | wider |
| | | | | Medical |
| | | | | House |
| | | | | Group |
| | | | | or its |
| | | | | financial |
| | | | | or |
| | | | | trading |
| | | | | position |
| | | | | is |
| | | | | materially |
| | | | | prejudiced |
| | | | | or |
| | | | | adversely |
| | | | | affected |
| | | | | except to |
| | | | | the extent |
| | | | | provided |
| | | | | for in the |
| | | | | Annual |
| | | | | Report. |
+--------+--------+--------+------------+----------------+
| | | (d) | since 31 |
| | | | December 2008 |
| | | | (being the date |
| | | | to which the |
| | | | latest |
| | | | published |
| | | | audited report |
| | | | and accounts of |
| | | | The Medical |
| | | | House were made |
| | | | up) save as |
| | | | announced |
| | | | publicly and in |
| | | | each case |
| | | | delivered to a |
| | | | Regulatory |
| | | | Information |
| | | | Service prior |
| | | | to the date |
| | | | upon which the |
| | | | Offer was |
| | | | announced or |
| | | | save as fairly |
| | | | disclosed to |
| | | | Consort Medical |
| | | | prior to the |
| | | | date upon which |
| | | | the Offer was |
| | | | announced, no |
| | | | member of The |
| | | | Medical House |
| | | | Group having: |
+--------+--------+--------+-----------------------------+
| | | | (i) | issued |
| | | | | or |
| | | | | agreed |
| | | | | to |
| | | | | issue |
| | | | | or |
| | | | | authorised |
| | | | | or |
| | | | | proposed |
| | | | | the issue |
| | | | | of |
| | | | | additional |
| | | | | shares of |
| | | | | any class |
| | | | | or issued |
| | | | | or |
| | | | | authorised |
| | | | | or |
| | | | | proposed |
| | | | | the issue |
| | | | | of or |
| | | | | granted |
| | | | | securities |
| | | | | convertible |
| | | | | into or |
| | | | | rights, |
| | | | | warrants or |
| | | | | options to |
| | | | | subscribe |
| | | | | for or |
| | | | | acquire |
| | | | | such shares |
| | | | | or |
| | | | | convertible |
| | | | | securities |
| | | | | or |
| | | | | redeemed, |
| | | | | purchased |
| | | | | or reduced |
| | | | | or |
| | | | | announced |
| | | | | any |
| | | | | intention |
| | | | | to do so or |
| | | | | made any |
| | | | | other |
| | | | | change to |
| | | | | any part of |
| | | | | its share |
| | | | | capital; |
+--------+--------+--------+------------+----------------+
| | | | (ii) | sold |
| | | | | or |
| | | | | transferred |
| | | | | or agreed |
| | | | | to sell or |
| | | | | transfer |
| | | | | any |
| | | | | Treasury |
| | | | | Shares; |
+--------+--------+--------+------------+----------------+
| | | | (iii) | recommended, |
| | | | | declared, |
| | | | | paid or made |
| | | | | or proposed |
| | | | | to |
| | | | | recommend, |
| | | | | declare, pay |
| | | | | or make any |
| | | | | dividend, |
| | | | | bonus or |
| | | | | other |
| | | | | distribution |
| | | | | other than |
| | | | | dividends |
| | | | | lawfully |
| | | | | paid to The |
| | | | | Medical |
| | | | | House or |
| | | | | wholly-owned |
| | | | | subsidiaries |
| | | | | of The |
| | | | | Medical |
| | | | | House; |
+--------+--------+--------+------------+----------------+
| | | | (iv) | authorised |
| | | | | or |
| | | | | proposed |
| | | | | or |
| | | | | announced |
| | | | | its |
| | | | | intention |
| | | | | to propose |
| | | | | any merger |
| | | | | or |
| | | | | acquisition |
| | | | | or disposal |
| | | | | or transfer |
| | | | | of material |
| | | | | assets or |
| | | | | shares or |
| | | | | any change |
| | | | | in its |
| | | | | share or |
| | | | | loan |
| | | | | capital; |
+--------+--------+--------+------------+----------------+
| | | | (v) | issued |
| | | | | or |
| | | | | authorised |
| | | | | or |
| | | | | proposed |
| | | | | the issue |
| | | | | of any |
| | | | | debentures |
| | | | | or |
| | | | | incurred |
| | | | | or |
| | | | | increased |
| | | | | any |
| | | | | indebtedness |
| | | | | or |
| | | | | contingent |
| | | | | liability in |
| | | | | each case to |
| | | | | a material |
| | | | | extent; |
+--------+--------+--------+------------+----------------+
| | | | (vi) | disposed |
| | | | | of or |
| | | | | transferred, |
| | | | | mortgaged or |
| | | | | encumbered |
| | | | | any material |
| | | | | asset or any |
| | | | | right, title |
| | | | | or interest |
| | | | | in any |
| | | | | material |
| | | | | asset or |
| | | | | entered into |
| | | | | or varied |
| | | | | any |
| | | | | contract, |
| | | | | commitment |
| | | | | or |
| | | | | arrangement |
| | | | | (whether in |
| | | | | respect of |
| | | | | capital |
| | | | | expenditure |
| | | | | or |
| | | | | otherwise) |
| | | | | which is of |
| | | | | a long term |
| | | | | or unusual |
| | | | | nature or |
| | | | | which |
| | | | | involves or |
| | | | | could |
| | | | | involve an |
| | | | | obligation |
| | | | | of a nature |
| | | | | or magnitude |
| | | | | which is |
| | | | | material or |
| | | | | authorised, |
| | | | | proposed or |
| | | | | announced |
| | | | | any |
| | | | | intention to |
| | | | | do so; |
+--------+--------+--------+------------+----------------+
| | | | (vii) | entered |
| | | | | into, |
| | | | | or |
| | | | | varied |
| | | | | the |
| | | | | terms |
| | | | | of, any |
| | | | | contract |
| | | | | or |
| | | | | agreement |
| | | | | with any |
| | | | | of the |
| | | | | directors |
| | | | | of The |
| | | | | Medical |
| | | | | House; |
+--------+--------+--------+------------+----------------+
| | | | (viii) | taken |
| | | | | or |
| | | | | proposed |
| | | | | any |
| | | | | corporate |
| | | | | action or |
| | | | | had any |
| | | | | legal |
| | | | | proceedings |
| | | | | started or |
| | | | | threatened |
| | | | | against it |
| | | | | for its |
| | | | | winding-up, |
| | | | | dissolution |
| | | | | or |
| | | | | reorganisation |
| | | | | or for the |
| | | | | appointment of |
| | | | | a receiver, |
| | | | | administrator, |
| | | | | administrative |
| | | | | receiver, |
| | | | | trustee or |
| | | | | similar |
| | | | | officer of all |
| | | | | or any of its |
| | | | | assets and |
| | | | | revenues; or |
+--------+--------+--------+------------+----------------+
| | | | (ix) | waived |
| | | | | or |
| | | | | compromised |
| | | | | any claim |
| | | | | other than |
| | | | | in the |
| | | | | ordinary |
| | | | | course of |
| | | | | business; |
+--------+--------+--------+------------+----------------+
| | | | (x) | been |
| | | | | unable |
| | | | | or |
| | | | | admitted |
| | | | | that it |
| | | | | is |
| | | | | unable |
| | | | | to pay |
| | | | | its |
| | | | | debts or |
| | | | | having |
| | | | | stopped |
| | | | | or |
| | | | | suspended |
| | | | | (or |
| | | | | threatened |
| | | | | to stop or |
| | | | | suspend) |
| | | | | payment of |
| | | | | its debts |
| | | | | generally |
| | | | | or ceased |
| | | | | or |
| | | | | threatened |
| | | | | to cease |
| | | | | carrying |
| | | | | on all or |
| | | | | a |
| | | | | substantial |
| | | | | part of its |
| | | | | business. |
+--------+--------+--------+------------+----------------+
| | | (e) | since 31 |
| | | | December 2008 |
| | | | (being the date |
| | | | to which the |
| | | | latest |
| | | | published |
| | | | audited report |
| | | | and accounts of |
| | | | The Medical |
| | | | House were made |
| | | | up) save as |
| | | | announced |
| | | | publicly and in |
| | | | each case |
| | | | delivered to a |
| | | | Regulatory |
| | | | Information |
| | | | Service prior |
| | | | to the date |
| | | | upon which the |
| | | | Offer was |
| | | | announced or |
| | | | save as fairly |
| | | | disclosed to |
| | | | Consort Medical |
| | | | prior to the |
| | | | date upon which |
| | | | the Offer was |
| | | | announced: |
+--------+--------+--------+-----------------------------+
| | | | (i) | no |
| | | | | material |
| | | | | litigation, |
| | | | | arbitration, |
| | | | | prosecution |
| | | | | or other |
| | | | | legal |
| | | | | proceedings |
| | | | | having been |
| | | | | instituted, |
| | | | | announced or |
| | | | | threatened |
| | | | | or remained |
| | | | | outstanding |
| | | | | by or |
| | | | | against any |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House Group |
| | | | | or to which |
| | | | | any member |
| | | | | of the wider |
| | | | | Medical |
| | | | | House Group |
| | | | | is or may |
| | | | | become a |
| | | | | party |
| | | | | (whether as |
| | | | | plaintiff, |
| | | | | defendant or |
| | | | | otherwise); |
| | | | | or |
+--------+--------+--------+------------+----------------+
| | | | (ii) | no |
| | | | | material |
| | | | | adverse |
| | | | | change |
| | | | | having |
| | | | | occurred |
| | | | | in the |
| | | | | business, |
| | | | | assets, |
| | | | | financial |
| | | | | or |
| | | | | trading |
| | | | | position, |
| | | | | profits |
| | | | | or |
| | | | | prospects |
| | | | | of any |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House |
| | | | | Group. |
+--------+--------+--------+------------+----------------+
| | | | | |
+--------+--------+--------+------------+----------------+
| | | (f) | Consort Medical |
| | | | not having |
| | | | discovered that |
| | | | any member of |
| | | | the wider |
| | | | Medical House |
| | | | Group is |
| | | | subject to any |
| | | | material |
| | | | liability, |
| | | | actual or |
| | | | contingent, |
| | | | which is not |
| | | | disclosed or |
| | | | provided for in |
| | | | the Annual |
| | | | Report. |
+--------+--------+--------+-----------------------------+
| | | (g) | Consort Medical |
| | | | not having |
| | | | discovered |
| | | | that: |
+--------+--------+--------+-----------------------------+
| | | | (i) | there |
| | | | | is or |
| | | | | is |
| | | | | likely |
| | | | | to be |
| | | | | any |
| | | | | material |
| | | | | liability |
| | | | | (whether |
| | | | | actual or |
| | | | | contingent) |
| | | | | to make |
| | | | | good, |
| | | | | repair, |
| | | | | reinstate |
| | | | | or clean up |
| | | | | any |
| | | | | property |
| | | | | now or |
| | | | | previously |
| | | | | owned, |
| | | | | occupied or |
| | | | | made use of |
| | | | | by any |
| | | | | present |
| | | | | member of |
| | | | | the wider |
| | | | | Medical |
| | | | | House Group |
| | | | | or any |
| | | | | controlled |
| | | | | waters |
| | | | | under any |
| | | | | environmental |
| | | | | legislation, |
| | | | | regulation, |
| | | | | notice, |
| | | | | circular or |
| | | | | order of any |
| | | | | Relevant |
| | | | | Authority or |
| | | | | third party |
| | | | | or otherwise; |
| | | | | or |
+--------+--------+--------+------------+----------------+
| | | | (ii) | circumstances |
| | | | | exist whereby |
| | | | | a person or |
| | | | | class of |
| | | | | persons might |
| | | | | have any |
| | | | | material |
| | | | | claim or |
| | | | | claims |
| | | | | against a |
| | | | | present |
| | | | | member of the |
| | | | | wider Medical |
| | | | | House Group |
| | | | | in respect of |
| | | | | any product |
| | | | | or process of |
| | | | | manufacture |
| | | | | or materials |
| | | | | used therein |
| | | | | now or |
| | | | | previously |
| | | | | manufactured, |
| | | | | sold or |
| | | | | carried out |
| | | | | by any past |
| | | | | or present |
| | | | | member of the |
| | | | | wider Medical |
| | | | | House Group. |
+--------+--------+--------+------------+----------------+
Consort Medical reserves the right to waive all or any of conditions (b) to (g)
(inclusive) above, in whole or in part. Conditions (b) to (g) (inclusive) must
be satisfied as at, or waived on or before, 21 days after the later of the first
closing date of the Offer and the date on which condition (a) is fulfilled (or
in each case such later date as the Panel may agree) provided that Consort
Medical shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (g) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Consort Medical is required by the Panel to make an offer for The Medical
House Shares under the provisions of Rule 9 of the Code, Consort Medical may
make such alterations to the conditions as are necessary to comply with the
provisions of that Rule.
2.Satisfaction or waiver of Conditions
Except with the consent of the Panel, the Offer will lapse unless Conditions (b)
to (g) (inclusive) of the Offer set out above are fulfilled or, if capable of
waiver, waived or, where appropriate, have been determined by Consort Medical in
its opinion to be or to remain satisfied by midnight on whichever is the later
of the date which is 21 days after the first closing date and the date on which
Condition (a) is satisfied.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and Consort Medical and holders of The Medical House Shares shall thereupon
cease to be bound by prior acceptances. Consort Medical shall be under no
obligation to waive or treat as fulfilled or satisfied any of Conditions (b) to
(g) (inclusive) by a date earlier than the latest date specified above for the
fulfilment or satisfaction thereof notwithstanding that the other Conditions of
the Offer may at such earlier date have been waived or fulfilled or satisfied
and that there are at such earlier date no circumstances indicating that any
such Conditions may not be capable of fulfilment or satisfaction.
The Offer will be on the terms and will be subject, inter alia, to the
Conditions which are set out in this Appendix I to this Announcement and such
further terms as may be required to comply with the AIM Rules, the Listing Rules
of the UK Listing Authority and the provisions of the Code.
Consort Medical reserves the right to elect to implement the Offer by way of a
scheme of arrangement under Part 26 of the Companies Act. In such event, the
scheme of arrangement will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the
Offer.
Part B
FURTHER TERMS OF THE OFFER
1.Certain Further Terms of the Offer
+--------+--------+--------+---------------+
| | | (a) | The |
| | | | Offer |
| | | | will |
| | | | be |
| | | | made |
| | | | on the |
| | | | terms |
| | | | and |
| | | | will |
| | | | be |
| | | | subject |
| | | | to the |
| | | | conditions |
| | | | which are |
| | | | set out in |
| | | | this |
| | | | Appendix |
| | | | I, those |
| | | | terms |
| | | | which will |
| | | | be set out |
| | | | in the |
| | | | Offer |
| | | | Document |
| | | | and the |
| | | | Form of |
| | | | Acceptance |
| | | | and such |
| | | | further |
| | | | terms as |
| | | | may be |
| | | | required |
| | | | to comply |
| | | | with the |
| | | | provisions |
| | | | of the |
| | | | Code. The |
| | | | Offer and |
| | | | any |
| | | | acceptance |
| | | | of the |
| | | | Offer will |
| | | | be |
| | | | governed |
| | | | by English |
| | | | law and be |
| | | | subject to |
| | | | the |
| | | | jurisdiction |
| | | | of the |
| | | | English |
| | | | courts. This |
| | | | Announcement |
| | | | does not |
| | | | constitute, |
| | | | or form part |
| | | | of, any |
| | | | offer for or |
| | | | any |
| | | | solicitation |
| | | | of an offer |
| | | | for |
| | | | securities |
| | | | in any |
| | | | jurisdiction. |
+--------+--------+--------+---------------+
| | | (b) | Consort |
| | | | Medical |
| | | | reserves |
| | | | the |
| | | | right to |
| | | | elect, |
| | | | with the |
| | | | consent |
| | | | of the |
| | | | Panel, |
| | | | to |
| | | | implement |
| | | | the |
| | | | acquisition |
| | | | of The |
| | | | Medical |
| | | | House by |
| | | | way of a |
| | | | scheme of |
| | | | arrangement |
| | | | under Part |
| | | | 26 of the |
| | | | Companies |
| | | | Act. In |
| | | | such event, |
| | | | the scheme |
| | | | of |
| | | | arrangement |
| | | | will be |
| | | | implemented |
| | | | on the same |
| | | | terms |
| | | | (subject to |
| | | | appropriate |
| | | | amendments), |
| | | | so far as |
| | | | applicable, |
| | | | as those |
| | | | which would |
| | | | apply to the |
| | | | Offer. |
+--------+--------+--------+---------------+
| | | (c) | The |
| | | | Medical |
| | | | House |
| | | | Shares |
| | | | will be |
| | | | acquired |
| | | | by |
| | | | Consort |
| | | | Medical |
| | | | fully |
| | | | paid up |
| | | | and free |
| | | | from all |
| | | | liens, |
| | | | equitable |
| | | | interests, |
| | | | charges, |
| | | | encumbrances, |
| | | | rights of |
| | | | pre-emption |
| | | | and other |
| | | | third party |
| | | | rights or |
| | | | interests and |
| | | | together with |
| | | | all rights |
| | | | now or |
| | | | hereafter |
| | | | attaching |
| | | | thereto, |
| | | | including the |
| | | | right to |
| | | | receive and |
| | | | retain all |
| | | | dividends and |
| | | | other |
| | | | distributions |
| | | | (if any) |
| | | | declared, |
| | | | made or paid, |
| | | | or any other |
| | | | return of |
| | | | capital |
| | | | (whether by |
| | | | way of |
| | | | reduction of |
| | | | share capital |
| | | | or share |
| | | | premium |
| | | | account or |
| | | | otherwise) |
| | | | made, on or |
| | | | after the |
| | | | date hereof. |
+--------+--------+--------+---------------+
2.Overseas Shareholders
+--------+--------+--------+----------------+
| | | (a) | The |
| | | | making |
| | | | of the |
| | | | Offer |
| | | | (including |
| | | | the Loan |
| | | | Notes |
| | | | Alternative) |
| | | | in, or to |
| | | | certain |
| | | | persons |
| | | | resident in, |
| | | | or citizens |
| | | | or nationals |
| | | | of, |
| | | | jurisdictions |
| | | | outside the |
| | | | United |
| | | | Kingdom or to |
| | | | nominees of, |
| | | | or |
| | | | custodians, |
| | | | trustees or |
| | | | guardians for |
| | | | such persons |
| | | | ("Overseas |
| | | | Shareholders") |
| | | | may be |
| | | | prohibited or |
| | | | affected by |
| | | | the laws or |
| | | | regulatory |
| | | | requirements |
| | | | of the |
| | | | relevant |
| | | | overseas |
| | | | jurisdiction. |
| | | | Overseas |
| | | | Shareholders |
| | | | should inform |
| | | | themselves |
| | | | about and |
| | | | observe any |
| | | | applicable |
| | | | legal |
| | | | requirements. |
| | | | It is the |
| | | | responsibility |
| | | | of any |
| | | | Overseas |
| | | | Shareholder |
| | | | wishing to |
| | | | accept the |
| | | | Offer (whether |
| | | | or not he also |
| | | | elects for the |
| | | | Loan Notes |
| | | | Alternative) |
| | | | to satisfy |
| | | | himself as to |
| | | | the full |
| | | | observance of |
| | | | the laws and |
| | | | regulatory |
| | | | requirements |
| | | | of the |
| | | | relevant |
| | | | jurisdiction |
| | | | in connection |
| | | | with the |
| | | | Offer, |
| | | | including the |
| | | | obtaining of |
| | | | any |
| | | | governmental, |
| | | | exchange |
| | | | control or |
| | | | other consents |
| | | | which may be |
| | | | required and |
| | | | the compliance |
| | | | with other |
| | | | necessary |
| | | | formalities. |
| | | | Any such |
| | | | Overseas |
| | | | Shareholder |
| | | | will be |
| | | | responsible |
| | | | for the |
| | | | payment of any |
| | | | issue, |
| | | | transfer or |
| | | | other taxes or |
| | | | duties due in |
| | | | that |
| | | | jurisdiction |
| | | | of whomsoever |
| | | | payable and |
| | | | Consort |
| | | | Medical and |
| | | | Hawkpoint and |
| | | | any person |
| | | | acting on |
| | | | their behalf |
| | | | shall be fully |
| | | | indemnified |
| | | | and held |
| | | | harmless by |
| | | | such Overseas |
| | | | Shareholder |
| | | | for any such |
| | | | issue, |
| | | | transfer or |
| | | | other taxes as |
| | | | such person |
| | | | may be |
| | | | required to |
| | | | pay. If you |
| | | | are an |
| | | | Overseas |
| | | | Shareholder |
| | | | and you are in |
| | | | doubt about |
| | | | your position, |
| | | | you should |
| | | | consult your |
| | | | professional |
| | | | adviser in the |
| | | | relevant |
| | | | jurisdiction. |
+--------+--------+--------+----------------+
APPENDIX II
BASES AND SOURCES AND OTHER INFORMATION
+--------+--------+--------+--------+--------------+
| 1. | | The value placed by the |
| | | Offer on the existing |
| | | issued share capital, |
| | | and other statements |
| | | made by reference to the |
| | | existing share capital, |
| | | of The Medical House |
| | | (approximately |
| | | GBP16.5 million) is |
| | | based on 60,118,869 The |
| | | Medical House Shares in |
| | | issue on 23 September |
| | | 2009, the last Business |
| | | Day prior to this |
| | | Announcement. In |
| | | accordance with Rule |
| | | 2.10 of the Code, The |
| | | Medical House confirms |
| | | that there are |
| | | 60,118,869 The Medical |
| | | House Shares in issue, |
| | | the ISIN number for |
| | | which is GB0009246835. |
+--------+--------+--------------------------------+
| 2. | | Unless otherwise stated: |
+--------+--------+--------------------------------+
| | | | a) | financial |
| | | | | information |
| | | | | and other |
| | | | | information |
| | | | | relating to |
| | | | | The Medical |
| | | | | House in |
| | | | | this |
| | | | | Announcement |
| | | | | has been |
| | | | | extracted, |
| | | | | derived or |
| | | | | provided |
| | | | | (without |
| | | | | material |
| | | | | adjustment) |
| | | | | from The |
| | | | | Medical |
| | | | | House's |
| | | | | annual |
| | | | | report and |
| | | | | accounts for |
| | | | | the year |
| | | | | ended 31 |
| | | | | December |
| | | | | 2008 and the |
| | | | | interim |
| | | | | results |
| | | | | announcement |
| | | | | for the six |
| | | | | months ended |
| | | | | 30 June |
| | | | | 2009; and |
+--------+--------+--------+--------+--------------+
| | | | b) | financial |
| | | | | information |
| | | | | and other |
| | | | | information |
| | | | | relating to |
| | | | | Consort |
| | | | | Medical in |
| | | | | this |
| | | | | Announcement |
| | | | | has been |
| | | | | extracted, |
| | | | | derived or |
| | | | | provided |
| | | | | (without |
| | | | | material |
| | | | | adjustment) |
| | | | | from Consort |
| | | | | Medical's |
| | | | | annual |
| | | | | report and |
| | | | | accounts for |
| | | | | the year |
| | | | | ended 30 |
| | | | | April 2009. |
+--------+--------+--------+--------+--------------+
| 3. | | All prices for The |
| | | Medical House Shares are |
| | | stated at the Closing |
| | | Price. |
+--------+--------+--------+--------+--------------+
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Consort Medical has received irrevocable undertakings from The Medical House
Directors dated
23 September 2009 to accept the Offer in respect of their
entire respective holdings and, in the case of Ian Townsend, to procure the
acceptance of the Offer from connected persons in respect of their respective
holdings amounting to an aggregate of 21,184,173 The Medical House Shares,
representing approximately 35.2 per cent of The Medical House's existing issued
share capital. The Medical House Directors who have given these irrevocable
undertakings are as follows:
+------------------+--------+-----------------+---------------+
| | | Number of The | % of issued |
| | | Medical House | share capital |
| | | Shares | |
+------------------+--------+-----------------+---------------+
| Ian Townsend | | 20,847,878* | 34.7 |
+------------------+--------+-----------------+---------------+
| Bryan Bodek | | 127,777 | 0.2 |
+------------------+--------+-----------------+---------------+
| David Urquhart | | 26,000 | 0.0 |
+------------------+--------+-----------------+---------------+
| John Pool | | 15,300 | 0.0 |
+------------------+--------+-----------------+---------------+
| Margaret Scott | | 167,218 | 0.3 |
+------------------+--------+-----------------+---------------+
| Total | | 21,184,173 | 35.2 |
+------------------+--------+-----------------+---------------+
*consisting of 20,225,909 held by Ian Townsend; 78,207 held by his daughter,
Georgina Townsend; 514,500 held by his son, James Townsend; and 29,262 held by
his father, Gordon Townsend.
In addition, each The Medical House Director undertakes, inter alia, to
recommend the Offer, not to convene any general meeting of The Medical House nor
to enter into or permit the entry into of any agreement or arrangement or incur
any obligation or permit any obligation to arise which would or might restrict
or impede the acceptance of the Offer by any person.
The undertakings shall lapse if the Offer Document and appropriate Form(s) of
Acceptances are not posted within 28 days of the date of this Announcement. The
obligations in the undertakings continue to apply even if a third party
announces an offer to acquire the entire issued and to be issued share capital
of The Medical House.
Ian Townsend has irrevocably undertaken to elect for the Loan Notes Alternative
in respect of his entire shareholding.
APPENDIX IV
Summary of the terms of loan notes
The Loan Notes will be created by a resolution of the Board of Consort Medical
or a duly authorised committee thereof and will be constituted by an instrument
(the "Loan Note Instrument") to be executed by Consort Medical. The Loan Note
Instrument will contain provisions, inter alia, to the effect set out below.
1.Form and Status
The Loan Notes will be evidenced by certificates and will be issued by Consort
Medical in registered form and in amounts and integral multiples of GBP1 and
will constitute unsecured (but guaranteed) obligations of Consort Medical.
Fractional entitlements will be disregarded and not paid. The Loan Note
Instrument will not contain any restrictions on borrowings, disposals or
charging of assets by Consort Medical or any member of Consort Medical Group.
2.Interest
+--------+--------+--------+---------------+
| | | (a) | Interest |
| | | | on the |
| | | | outstanding |
| | | | principal |
| | | | amount of |
| | | | the Loan |
| | | | Notes will |
| | | | be |
| | | | calculated |
| | | | on the |
| | | | basis of a |
| | | | 365 day |
| | | | year (or, |
| | | | in the case |
| | | | of a leap |
| | | | year, a 366 |
| | | | day year) |
| | | | and will be |
| | | | payable |
| | | | (subject to |
| | | | any |
| | | | requirement |
| | | | to deduct |
| | | | income tax |
| | | | therefrom) |
| | | | semi-annually |
| | | | in arrears on |
| | | | 30 November |
| | | | and 30 May |
| | | | or, if any |
| | | | such day is |
| | | | not a |
| | | | Business Day, |
| | | | on the next |
| | | | Business Day |
| | | | immediately |
| | | | following |
| | | | such day |
| | | | ("Interest |
| | | | Payment |
| | | | Dates") in |
| | | | each year in |
| | | | respect of |
| | | | the Interest |
| | | | Periods (as |
| | | | defined |
| | | | below) ending |
| | | | on (and |
| | | | including) |
| | | | the Interest |
| | | | Payment Date |
| | | | at the rate |
| | | | specified in |
| | | | paragraph |
| | | | 2(b) below, |
| | | | except that |
| | | | the first |
| | | | payment of |
| | | | interest on |
| | | | the Loan |
| | | | Notes, which |
| | | | will be made |
| | | | on 30 May |
| | | | 2010, will be |
| | | | in respect of |
| | | | the period |
| | | | from (and |
| | | | including) |
| | | | the date of |
| | | | issue of the |
| | | | relevant Loan |
| | | | Notes up to |
| | | | (and |
| | | | including) 30 |
| | | | May 2010. The |
| | | | period from |
| | | | and including |
| | | | the date of |
| | | | issue of the |
| | | | relevant Loan |
| | | | Notes up to |
| | | | (and |
| | | | including) 30 |
| | | | May 2010 and |
| | | | each |
| | | | subsequent |
| | | | period from |
| | | | (and |
| | | | excluding) an |
| | | | Interest |
| | | | Payment Date |
| | | | and up to |
| | | | (and |
| | | | including) |
| | | | the next |
| | | | following |
| | | | Interest |
| | | | Payment Date |
| | | | is herein |
| | | | called an |
| | | | "Interest |
| | | | Period". |
+--------+--------+--------+---------------+
| | | (b) | The |
| | | | rate |
| | | | of |
| | | | interest |
| | | | on the |
| | | | Loan |
| | | | Notes |
| | | | for each |
| | | | Interest |
| | | | Period |
| | | | will be |
| | | | the rate |
| | | | per |
| | | | annum of |
| | | | 0.25 per |
| | | | cent |
| | | | below |
| | | | LIBOR. |
+--------+--------+--------+---------------+
3.Redemption of Loan Notes
+--------+--------+--------+----------------+
| | | (a) | A |
| | | | Noteholder |
| | | | shall be |
| | | | entitled |
| | | | to require |
| | | | Consort |
| | | | Medical to |
| | | | redeem the |
| | | | whole |
| | | | (whatever |
| | | | the |
| | | | amount) or |
| | | | any part |
| | | | (being |
| | | | GBP1,000 |
| | | | in nominal |
| | | | amount or |
| | | | any |
| | | | integral |
| | | | multiple |
| | | | thereof) |
| | | | of his |
| | | | holding of |
| | | | Loan Notes |
| | | | at par, |
| | | | together |
| | | | with |
| | | | accrued |
| | | | interest |
| | | | (subject |
| | | | to any |
| | | | requirement |
| | | | to deduct |
| | | | income tax |
| | | | therefrom) |
| | | | up to (but |
| | | | excluding) |
| | | | the date of |
| | | | payment, on |
| | | | the date |
| | | | falling six |
| | | | months |
| | | | following |
| | | | the date of |
| | | | the issue |
| | | | of the Loan |
| | | | Notes and |
| | | | thereafter |
| | | | on any |
| | | | Interest |
| | | | Payment |
| | | | Date by |
| | | | giving not |
| | | | less than |
| | | | 30 days' |
| | | | notice in |
| | | | writing (in |
| | | | the form |
| | | | endorsed on |
| | | | the Loan |
| | | | Note |
| | | | certificate) |
| | | | expiring on |
| | | | or before |
| | | | such |
| | | | Interest |
| | | | Payment Date |
| | | | accompanied |
| | | | by the |
| | | | certificate(s) |
| | | | for all the |
| | | | Loan Notes to |
| | | | be redeemed, |
| | | | provided that |
| | | | no such notice |
| | | | may be given |
| | | | in respect of |
| | | | any Loan Notes |
| | | | in respect of |
| | | | which notice |
| | | | of redemption |
| | | | has previously |
| | | | been given by |
| | | | Consort |
| | | | Medical in |
| | | | accordance |
| | | | with paragraph |
| | | | 3(b) below. |
+--------+--------+--------+----------------+
| | | (b) | If, at |
| | | | any |
| | | | time, |
| | | | the |
| | | | nominal |
| | | | amount |
| | | | of all |
| | | | of the |
| | | | Loan |
| | | | Notes |
| | | | outstanding |
| | | | is from |
| | | | time to |
| | | | time less |
| | | | than 25 per |
| | | | cent of the |
| | | | aggregate |
| | | | principal |
| | | | amount of |
| | | | the Loan |
| | | | Notes |
| | | | issued in |
| | | | connection |
| | | | with the |
| | | | Offer, |
| | | | Consort |
| | | | Medical |
| | | | shall have |
| | | | the right |
| | | | on giving |
| | | | to the |
| | | | remaining |
| | | | Noteholders |
| | | | not less |
| | | | than 30 |
| | | | days' |
| | | | notice in |
| | | | writing, to |
| | | | redeem all |
| | | | (but not |
| | | | some only) |
| | | | of the |
| | | | outstanding |
| | | | Loan Notes |
| | | | by payment |
| | | | of the |
| | | | nominal |
| | | | amount |
| | | | thereof |
| | | | together |
| | | | with |
| | | | accrued |
| | | | interest |
| | | | (subject to |
| | | | any |
| | | | requirement |
| | | | to deduct |
| | | | income tax |
| | | | therefrom) |
| | | | up to (but |
| | | | excluding) |
| | | | the date of |
| | | | payment. |
+--------+--------+--------+----------------+
| | | (c) | Any |
| | | | Loan |
| | | | Notes |
| | | | not |
| | | | previously |
| | | | so |
| | | | redeemed |
| | | | or |
| | | | purchased |
| | | | or |
| | | | cancelled |
| | | | will be |
| | | | redeemed |
| | | | in full at |
| | | | par on the |
| | | | second |
| | | | anniversary |
| | | | of the date |
| | | | of issue of |
| | | | the Loan |
| | | | Notes |
| | | | together |
| | | | with |
| | | | accrued |
| | | | interest |
| | | | (subject to |
| | | | any |
| | | | requirement |
| | | | to deduct |
| | | | income tax |
| | | | therefrom) |
| | | | up to (but |
| | | | excluding) |
| | | | that date. |
+--------+--------+--------+----------------+
4.Events of Default
Each Noteholder shall be entitled to require all or any part (being GBP1,000 in
nominal amount or any integral multiple thereof) of the Loan Notes held by him
to be repaid at par together with accrued interest (subject to any requirement
to deduct any income tax therefrom) whilst any of the following is continuing:
+--------+--------+--------+----------------+
| | | (a) | any |
| | | | principal |
| | | | or |
| | | | interest |
| | | | on any of |
| | | | the Loan |
| | | | Notes |
| | | | held by |
| | | | that |
| | | | Noteholder |
| | | | shall fail |
| | | | to be paid |
| | | | in full |
| | | | within 30 |
| | | | days after |
| | | | the due |
| | | | date for |
| | | | payment |
| | | | thereof; |
+--------+--------+--------+----------------+
| | | (b) | an |
| | | | order |
| | | | is |
| | | | made |
| | | | or an |
| | | | effective |
| | | | resolution |
| | | | is passed |
| | | | for the |
| | | | winding-up |
| | | | or |
| | | | dissolution |
| | | | of Consort |
| | | | Medical |
| | | | (other than |
| | | | for the |
| | | | purposes of |
| | | | a |
| | | | reconstruction |
| | | | or an |
| | | | amalgamation |
| | | | or a members' |
| | | | voluntary |
| | | | winding-up); |
| | | | or |
+--------+--------+--------+----------------+
| | | (c) | an |
| | | | encumbrancer |
| | | | takes |
| | | | possession |
| | | | or a |
| | | | trustee, |
| | | | receiver or |
| | | | an |
| | | | administrator, |
| | | | administrative |
| | | | receiver or |
| | | | similar |
| | | | officer is |
| | | | appointed over |
| | | | all or |
| | | | substantially |
| | | | all of the |
| | | | undertaking of |
| | | | Consort |
| | | | Medical and |
| | | | such person |
| | | | has not been |
| | | | paid out or |
| | | | discharged |
| | | | within 30 |
| | | | days. |
+--------+--------+--------+----------------+
5.Purchase of Loan Notes
Consort Medical will be entitled at any time following the date falling on the
sixth month following the issue of the Loan Notes, by agreement with the
relevant Noteholder(s), to purchase Loan Notes at any price by tender, private
treaty or otherwise.
6.Cancellation of Loan Notes
Any Loan Notes redeemed or purchased shall be cancelled and Consort Medical
shall not be at liberty to re-issue the same.
7.Substitution and Exchange
The Loan Notes will contain provisions entitling Consort Medical, without the
consent of the Noteholders, to substitute any member or members of Consort
Medical Group as the principal debtor or debtors under the Loan Note Instrument
in respect of all or any part of the Loan Notes or to require all, or any, of
the Noteholders to exchange all or any part of the Loan Notes for loan notes
issued on the same terms mutatis mutandis by one or more members of the Consort
Medical Group.
8.Guarantee
The Loan Notes will be guaranteed as to principal and interest by National
Westminster Bank plc.
9.Registration and transfer
The Loan Notes will be registered in amounts and multiples of GBP1. The Loan
Notes will not be transferable except to members of the Noteholder's family
(including the Noteholder's spouse, children and stepchildren) and their
descendants or to any trustee on trust for the Noteholder or any of those family
members or on death or bankruptcy of the Noteholder or with the prior written
consent of Consort Medical and in each case subject to and in accordance with
the provisions of the Loan Note Instrument and in amounts of GBP1,000 or
integral multiples thereof.
10.Prescription
Amounts in respect of interest on any Loan Notes which remain unclaimed by the
Noteholder for a period of ten years and amounts due in respect of principal
which remain unclaimed for a period of 12 years, in each case from the date on
which the relevant payment first becomes due, shall revert to Consort Medical
and the Noteholder shall cease to be entitled thereto.
11.Modification
The provisions of the Loan Note Instrument and the rights of Noteholders will be
subject to modification, abrogation or compromise in any respect with the
sanction of an extraordinary resolution signed by the holders of not less than
75 per cent of the outstanding Loan Notes or passed by a majority of not less
than 75 per cent of the votes cast at a duly convened meeting of Loan
Noteholders and with the consent of Consort Medical. Consort Medical may amend
the provisions of the Loan Note Instrument without such sanction or consent if,
in the opinion of the financial adviser to Consort Medical, such amendment would
not be materially prejudicial to the interests of Noteholders or is of a formal,
minor or technical nature or corrects a manifest error. Any opinion of the
relevant financial adviser in this regard shall be arrived at in its absolute
discretion and no liability shall attach to it in respect thereof.
12.No listing
No application has been made, or will be made, for the Loan Notes to be listed
or dealt in on any stock exchange.
13.Governing law
The Loan Notes and the Loan Note Instrument will be governed by and construed in
accordance with English law.
14.Taxation
The Loan Notes represent a normal commercial loan and will be expressed in
sterling and not contain any provision for conversion into, or redemption in, a
currency other than sterling to ensure (under current legislation and HM Revenue
& Customs Practice) that the Loan Notes constitute qualifying corporate bonds
for individual holders and other holders who are not liable to U.K. corporation
taxation.
15.Foreign Noteholders
The Loan Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended, nor under any of the relevant securities
laws of any province or territory of Canada, Australia or Japan. Accordingly,
unless an exemption under such Act or laws is applicable, the Loan Notes may not
be offered, sold, transferred or delivered, directly or indirectly, in or into
the United States, Canada, Australia or Japan or to or for the account or
benefit of any North American person or resident of Australia or Japan. A
permitted transfer of Loan Notes will not be registered until the transferee has
confirmed to Consort Medical that he is not, inter alia, resident in the United
States, Canada, Australia or Japan and is not acquiring or holding Loan Notes
for the account or benefit of a person so resident. In addition, prior to such
date, payments of interest and principal on, and documents of title in respect
of, the Loan Notes will not be made or sent to addresses in the United States,
Canada, Australia or Japan.
APPENDIX V
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires.
+--------------------------------+---------------------------------------------+
| "acceptance condition" | means the condition as to acceptances set |
| | out in paragraph 1(a) of Part A of Appendix |
| | I; |
| | |
+--------------------------------+---------------------------------------------+
| "Acquisition" | the proposed acquisition of the entire |
| | issued and to be issued share capital of |
| | The Medical House by Consort Medical to be |
| | implemented by way of a Takeover Offer on |
| | the terms and subject to the Conditions set |
| | out in this Announcement and any subsequent |
| | revision, variation, extension or renewal |
| | thereof (such agreed terms and Conditions |
| | also being set out in the Offer Document); |
| | |
+--------------------------------+---------------------------------------------+
| "AIM" | the AIM market operated by the London Stock |
| | Exchange; |
| | |
+--------------------------------+---------------------------------------------+
| "AIM Rules" | the rules for AIM listed companies issued |
| | by the London Stock Exchange; |
| | |
+--------------------------------+---------------------------------------------+
| "Alternative Proposal" | an offer from any person other than Consort |
| | Medical for The Medical House for all or |
| | substantially all of the assets of The |
| | Medical House, including any of its |
| | subsidiary undertakings; |
| | |
+--------------------------------+---------------------------------------------+
| "Announcement"" | this press release announcing the |
| | recommended cash offer by Consort Medical |
| | for The Medical House dated |
| | 24 September 2009; |
| | |
+--------------------------------+---------------------------------------------+
| "Annual Report" | the annual report and accounts of The |
| | Medical House for the year ended 31 |
| | December 2008; |
| | |
+--------------------------------+---------------------------------------------+
| "Appendix" | an appendix to this Announcement; |
| | |
+--------------------------------+---------------------------------------------+
| "Australia" | the Commonwealth of Australia, its |
| | territories and possessions; |
| | |
+--------------------------------+---------------------------------------------+
| "Board" | the board of directors of Consort Medical |
| | or The Medical House as the context |
| | requires; |
| | |
+--------------------------------+---------------------------------------------+
| "Business Day" | a day (other than Saturday or Sunday) on |
| | which banks are generally open for business |
| | in the City of London; |
| | |
+--------------------------------+---------------------------------------------+
| "Canada" | Canada, its provinces and territories and |
| | all areas subject to its jurisdiction and |
| | any political sub-division of such |
| | territories and areas; |
| | |
+--------------------------------+---------------------------------------------+
| "Code" | the City Code on Takeovers and Mergers; |
| | |
+--------------------------------+---------------------------------------------+
| "Closing Price" | the middle market price of a The Medical |
| | House Share at the close of business on the |
| | day to which such price relates, derived |
| | from the AIM Appendix to the Daily Official |
| | List of the London Stock Exchange for that |
| | day; |
| | |
+--------------------------------+---------------------------------------------+
| "Companies Act" | the Companies Act 2006; |
| | |
+--------------------------------+---------------------------------------------+
| "Conditions" | the conditions to the Offer, as set out in |
| | Appendix I of this Announcement and to be |
| | set out in the Offer Document; |
| | |
+--------------------------------+---------------------------------------------+
| "connected persons" | has the meaning given to that term in |
| | sections 252-255 of the Companies Act; |
| | |
+--------------------------------+---------------------------------------------+
| "Consort Medical" | Consort Medical plc, a company incorporated |
| | in England and Wales with registered number |
| | 00406711; |
| | |
+--------------------------------+---------------------------------------------+
| "Consort Medical Board" or | the directors of Consort Medical; |
| "Consort Medical Directors" | |
+--------------------------------+---------------------------------------------+
| "Consort Medical Group" | Consort Medical and its subsidiary |
| | undertakings; |
| | |
+--------------------------------+---------------------------------------------+
| "dealing day" | a day on which shares may be traded on AIM; |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| "Enlarged Consort Medical | the Consort Medical Group (including The |
| Group" | Medical House Group) after the date on |
| | which the Offer becomes wholly |
| | unconditional; |
| | |
+--------------------------------+---------------------------------------------+
| "extension of the Offer" | shall include an extension of the date by |
| | which the acceptance condition has to be |
| | fulfilled; |
| | |
+--------------------------------+---------------------------------------------+
| "Form of Acceptance" | the form of acceptance, election and |
| | authority for use in connection with the |
| | Offer, as set out in the Offer Document; |
| | |
+--------------------------------+---------------------------------------------+
| "FSA" or "Financial Services | the Financial Services Authority of the UK |
| Authority" | in its capacity as the competent authority |
| | for the purposes of Part VI of FSMA and in |
| | the exercise of its functions in respect of |
| | admission to the Official List otherwise |
| | than in accordance with Part VI of FSMA; |
| | |
+--------------------------------+---------------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000; |
| | |
+--------------------------------+---------------------------------------------+
| "Hawkpoint" | Hawkpoint Partners Limited, the financial |
| | adviser to Consort Medical; |
| | |
+--------------------------------+---------------------------------------------+
| "Independent Competing Offer" | an offer, tender offer, scheme of |
| | arrangement, recapitalisation, merger or |
| | business combination or other transaction |
| | (whether or not subject to any |
| | preconditions) which is to be made |
| | (pursuant to Rule 2.4 or 2.5 of the Code) |
| | or entered into by a party which is not an |
| | associate (as defined in the Code) of |
| | Consort Medical and the purpose or effect |
| | of which is to enable that third party |
| | (and/or its concert parties) to acquire 30 |
| | per cent or more of The Medical House |
| | Shares or substantially all of the assets |
| | and undertakings of The Medical House; |
| | |
+--------------------------------+---------------------------------------------+
| "Inducement Fee" | a fee equal to one per cent of the value of |
| | The Medical House's fully diluted issued |
| | ordinary share capital as at the date of |
| | this Announcement calculated on the basis |
| | of the price per ordinary share payable by |
| | Consort Medical under the terms of the |
| | Offer (as modified from time to time) |
| | together with any VAT payable in respect of |
| | the fee which is recoverable; |
| | |
+--------------------------------+---------------------------------------------+
| "Inducement Fee Agreement" | the agreement entered into by Consort |
| | Medical and The Medical House on 4 |
| | September 2009 which contains the terms of |
| | an inducement fee arrangement in relation |
| | to the Offer, as described in more detail |
| | in paragraph 7 of this Announcement; |
| | |
+--------------------------------+---------------------------------------------+
| "Interest Payment Dates" | has the meaning given to it in paragraph |
| | 2(a) of |
| | Appendix IV; |
| | |
+--------------------------------+---------------------------------------------+
| "Interest Period" | has the meaning given to it in paragraph |
| | 2(a) of |
| | Appendix IV; |
| | |
+--------------------------------+---------------------------------------------+
| "Investec" | Investec Investment Banking, a division of |
| | Investec Bank PLC, the corporate broker to |
| | Consort Medical; |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| "Japan" | Japan, its cities, prefectures, territories |
| | and possessions; |
| | |
+--------------------------------+---------------------------------------------+
| "LIBOR" | the rate per annum for the six months |
| | corresponding to the relevant Interest |
| | Period quoted at or about 11.00 a.m. |
| | (London time) on the first day of the |
| | applicable Interest Period that appears on |
| | that page of the Telerate Screen (currently |
| | designated as page 3750) which displays |
| | British Bankers Association Interest |
| | Settlement Rates for deposits of such |
| | amount as Consort Medical shall determine |
| | having regard to the aggregate principal |
| | amount of the Loan Notes then in issue in |
| | pounds for such period or if no such page |
| | appears on the relevant page referred to |
| | above or such service is discontinued, the |
| | rate per annum (rounded upwards to the |
| | nearest four decimal places) at which |
| | deposits in sterling for a period of six |
| | months are quoted by any leading bank in |
| | the London Interbank Market chosen by |
| | Consort Medical at or about 11.00 a.m. on |
| | the first day of each interest period; |
| | |
+--------------------------------+---------------------------------------------+
| "Listing Rules" | the rules and regulations made by the |
| | Financial Services Authority in its |
| | capacity as the UK Listing Authority under |
| | the FSMA, and contained in the UK Listing |
| | Authority's publication of the same name; |
| | |
+--------------------------------+---------------------------------------------+
| "Loan Notes" | the unsecured guaranteed loan notes of |
| | Consort Medical to be issued pursuant to |
| | the Loan Note Instrument, particulars of |
| | which are set out in Appendix IV; |
| | |
+--------------------------------+---------------------------------------------+
| "Loan Notes Alternative" | the alternative under which The Medical |
| | House Shareholders validly accepting the |
| | Offer may elect to receive Loan Notes |
| | instead of all or part of the cash |
| | consideration to which they would otherwise |
| | be entitled under the offer; |
| | |
+--------------------------------+---------------------------------------------+
| "Loan Note Holder(s)" or | holders of the Loan Notes; |
| "Noteholder(s)" | |
| | |
+--------------------------------+---------------------------------------------+
| "Loan Note Instrument" | the document, to be executed by Consort |
| | Medical, which constitutes the Loan Notes; |
| | |
+--------------------------------+---------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc; |
| | |
+--------------------------------+---------------------------------------------+
| "Nomura Code" | Nomura Code Securities Limited, the |
| | financial adviser to The Medical House; |
| | |
+--------------------------------+---------------------------------------------+
| "North American person" | a US person and any individual, |
| | corporation, partnership, trust or other |
| | entity resident in Canada or receiving the |
| | Offer in Canada; |
| | |
+--------------------------------+---------------------------------------------+
| "Offer" | the proposed recommended cash offer with |
| | Loan Notes Alternative to be made by |
| | Consort Medical to acquire The Medical |
| | House Shares on the terms and subject to |
| | the conditions to be set out in the Offer |
| | Document and in the Form of Acceptance and, |
| | where the context requires, any subsequent |
| | revision, variation, extension or renewal |
| | thereof; |
| | |
+--------------------------------+---------------------------------------------+
| "Offer Document" | the document setting out the full terms and |
| | conditions of the Offer and, where |
| | appropriate, any other document(s) |
| | containing and/or constituting the full |
| | terms and conditions of the Offer; |
| | |
+--------------------------------+---------------------------------------------+
| "Offer Period" | means the offer period (as defined in the |
| | Code and may be extended in accordance with |
| | the Code) relating to the Offer; |
| | |
+--------------------------------+---------------------------------------------+
| "Official List" | the official list of the Financial Services |
| | Authority; |
| | |
+--------------------------------+---------------------------------------------+
| "Overseas Shareholders" | has the meaning given to it in paragraph 2 |
| | of Part B of Appendix I; |
| | |
+--------------------------------+---------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers; |
| | |
+--------------------------------+---------------------------------------------+
| "Regulatory Information | any of the Regulatory Information Services |
| Service" | approved by the Financial Services |
| | Authority and set out in Appendix 3 to the |
| | Listing Rules; |
| | |
+--------------------------------+---------------------------------------------+
| "Relevant Authority" | has the meaning given to it in paragraph |
| | 1(b) of Part A of Appendix I; |
| | |
+--------------------------------+---------------------------------------------+
| "Restricted Jurisdiction" | Australia, Canada, Japan, the United States |
| | or any jurisdiction where extension or |
| | acceptance of the Offer and/or the Loan |
| | Notes Alternative would violate the laws of |
| | that jurisdiction; |
| | |
+--------------------------------+---------------------------------------------+
| "Rule" | the relevant rule of the Code; |
| | |
+--------------------------------+---------------------------------------------+
| "Securities Act" | the United States Securities Act of 1933; |
| | |
+--------------------------------+---------------------------------------------+
| "Sterling", "pence" or "GBP" | the lawful currency of the United Kingdom; |
| | |
+--------------------------------+---------------------------------------------+
| "subsidiary" and "subsidiary | having the meanings given to them by |
| undertaking" | section 1159 of the Companies Act; |
| | |
+--------------------------------+---------------------------------------------+
| "Takeover Offer" | a takeover offer as such term is defined in |
| | section 974 of the Companies Act; |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House" | The Medical House Group PLC, a company |
| | incorporated in England and Wales with |
| | registered number 03966085; |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House Board" or | the directors of The Medical House; |
| "The Medical House Directors" | |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House Group" | The Medical House and its subsidiary |
| | undertakings; |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House Share | The Medical House Group's three share-based |
| Schemes" | payment schemes, being: (a) the approved |
| | share option scheme; (b) the unapproved |
| | share option scheme; and (c) the EMI share |
| | option scheme; |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House | the registered holders of The Medical House |
| Shareholders" | Shares from time to time. References to the |
| | masculine gender shall include the |
| | feminine; |
| | |
+--------------------------------+---------------------------------------------+
| "The Medical House Shares" | the existing unconditionally allotted or |
| | issued and fully paid ordinary shares of 1p |
| | each in The Medical House and any further |
| | such shares which are unconditionally |
| | allotted or issued before the date on which |
| | the Offer ceases to be open for acceptance |
| | (or such earlier date(s) as Consort Medical |
| | may, subject to the Code, determine); |
| | |
+--------------------------------+---------------------------------------------+
| "Treasury Shares" | The Medical House Shares held as treasury |
| | shares, as defined in section 162A(3) of |
| | the Companies Act 1985; |
| | |
+--------------------------------+---------------------------------------------+
| "UKLA" or "UK Listing | the Financial Services Authority acting it |
| Authority" | its capacity as the competent authority for |
| | the purposes of Part VI of FSMA; |
| | |
+--------------------------------+---------------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and |
| | Northern Ireland; |
| | |
+--------------------------------+---------------------------------------------+
| "United States" or "US" | the United States of America (including the |
| | States and the District of Columbia), its |
| | territories, its possessions and other |
| | areas subject to its jurisdiction; |
| | |
+--------------------------------+---------------------------------------------+
| "US person" | a US person as defined in Regulation S |
| | under the Securities Act; |
| | |
+--------------------------------+---------------------------------------------+
| "wider Consort Medical Group" | has the meaning given to it in paragraph |
| | 1(d)(iii) of Part B of Appendix I; and |
| | |
+--------------------------------+---------------------------------------------+
| "wider Medical House Group" | has the meaning given to it in paragraph |
| | 1(d)(iii) of Part B of Appendix I. |
+--------------------------------+---------------------------------------------+
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement. All references to time in this Announcement
are to London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFLJMTTMMMTTJL
Medical House (LSE:MLH)
Historical Stock Chart
From May 2024 to Jun 2024
Medical House (LSE:MLH)
Historical Stock Chart
From Jun 2023 to Jun 2024
