Result of General Meeting and Completion of the Proposed Disposal
Consort Medical plc (the “Company”) announces that at the General Meeting held today at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, the ordinary resolution regarding the proposed disposal of its King Systems division (“King”) (the “Proposed Disposal”), as set out in the circular sent to shareholders on 30 January 2013 (the “Resolution”), was duly passed on a show of hands.
The table below shows the votes received for and against the Resolution, representing a total of 69.13% of the 29,206,652 ordinary shares in issue as at the date of the meeting:
In accordance with Listing Rule 9.6.2, a copy of the Resolution will shortly be available for inspection on the UK Listing Authority’s National Storage Mechanism at www.hemscott.com/nsm.do.
Further to the announcement of its proposed disposal of King on 20 December 2012, the Company is therefore pleased to confirm that all conditions precedent have been satisfied and it has completed the Proposed Disposal.
The initial consideration for the Proposed Disposal is confirmed as $125 million, being $120 million cash consideration, plus an adjustment of approximately $5 million for estimated working capital and net indebtedness at completion.
The initial consideration will be subject to a post-completion adjustment for actual working capital and actual net indebtedness at completion. The total consideration is being applied to repay both the USD and GBP borrowings of the Company, though the facilities will remain in place and undrawn for the time being.
Note: The exchange rate at announcement (as at 19 December 2012) was $1.6264:£1; the exchange rate at completion (as at 14 February 2013) is $1.5493:£1.