Consort Medical PLC and The Medical House PLC
Recommended cash offer of 27.5 pence per share by Consort Medical PLC for The Medical House PLC
COMPULSORY acquisition, cancellation of admission of the medical house plc shares to trading on AIM and re-registration
On 5 November 2009, Consort Medical announced that its recommended cash offer (with a Loan Notes Alternative) for the entire issued and to be issued share capital of The Medical House was declared unconditional in all respects. The Consort Medical Board announces that it has now received sufficient acceptances under the Offer, and acquired sufficient The Medical House Shares, to apply the provisions of sections 974 to 991 of the Companies Act to acquire compulsorily any outstanding The Medical House Shares to which the Offer relates.
Accordingly, compulsory acquisition notices will be despatched shortly to The Medical House Shareholders who have not yet validly accepted the Offer.
Cancellation of admission of The Medical House Shares to trading on AIM
Consort Medical has requested The Medical House to make an application to cancel the admission of The Medical House Shares to trading on AIM. This cancellation will significantly reduce the liquidity and marketability of any The Medical House Shares not acquired pursuant to the Offer.
The Medical House announced earlier today that it has made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM and that the cancellation will take effect on 18 December 2009.
Re-registration of The Medical House as a private company
Furthermore, it is intended that in due course The Medical House will seek to be re-registered as a private company under the relevant provisions of the Companies Act.
Acceptance of the Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document and the Form of Acceptance will remain open for acceptance until further notice. The Medical House Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
The Medical House Shareholders who have not yet accepted the Offer and who hold The Medical House Shares in certificated form are urged to complete, sign and return the Form(s) of Acceptance by hand (during normal business hours) or by post as soon as possible to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars, by telephoning 0870 162 3121 or, if calling from outside the UK, on +44 208 639 3399. If you hold your The Medical House Shares in uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE Instructions as soon as possible.
Save as disclosed above, neither Consort Medical nor any person acting in concert with Consort Medical for the purposes of the Offer is interested in or has any rights to subscribe for any The Medical House Shares nor does any such person have any short position or any arrangement in relation to The Medical House Shares. For these purposes “arrangement” includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, The Medical House Shares. An “arrangement” also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to The Medical House Shares which may be an inducement to deal or refrain from dealing in such securities. “Interest” includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is 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.
Settlement of the consideration due under the Offer in respect of further acceptances which are valid and complete in all respects, will be despatched within 14 days of receipt.
Terms used in this announcement shall have the meaning given to them in the Offer Document dated 24 September 2009, unless the context requires otherwise
For further information please contact:
Jonathan Glenn – +44 (0)1442 867 920
Toby Woolrych – www.consortmedical.com
Further information on the Offer
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.
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 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.
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.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
The Offer (including the Loan Notes Alternative) is not being made, directly or indirectly, in or into a Restricted Jurisdiction or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction. Copies of this announcement and/or the Offer Document and/or any other related document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement and/or the Offer Document and/or any other related document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement has been prepared for the purposes of complying with the Code and English law and the information disclosed has been prepared in accordance with the Code and English law disclosure requirements, format and style, all of which may differ from those in jurisdictions outside of England.