Offer Update
05 11월 2009 - 9:38PM
UK Regulatory
TIDMCSRT TIDMMLH
RNS Number : 0422C
Consort Medical PLC
05 November 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
FOR IMMEDIATE RELEASE
5 November 2009
RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE
BY
CONSORT MEDICAL
PLC
FOR
THE MEDICAL HOUSE PLC
Offer declared unconditional in all respects
The Consort Medical Board is pleased to announce that its recommended cash offer
(with a Loan Notes Alternative) for the entire issued and to be issued share
capital of The Medical House is unconditional in all respects. The Offer, which
remains subject to the terms and conditions set out in the Offer Document and
the Form of Acceptance has been extended and 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.
As at 5.00 p.m. (London time) on 4 November 2009, Consort Medical had received
valid acceptances of the Offer in respect of a total of 39,526,447 The Medical
House Shares, representing approximately 65.7 per cent of the existing
issued share capital of The Medical House.
As a result of share purchases made since 24 September 2009, Consort Medical
holds 10,559,405 The Medical House Shares, representing approximately 17.6 per
cent of the existing issued share capital of The Medical House.
Accordingly, as at 5.00 p.m. (London time) on 4 November 2009, Consort Medical
owned or had received valid acceptances in respect of a total of 50,085,852 The
Medical House Shares, representing approximately 83.3 per cent of the existing
issued share capital of The Medical House.
On 24 September 2009, the Consort Medical Board announced that it had received
irrevocable undertakings to accept the Offer in respect of 21,184,173 The
Medical House Shares, representing approximately 35.2 per cent of the existing
issued share capital of The Medical House. Valid acceptances have been received
in respect of all of these The Medical House Shares.
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.
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 valid
acceptances which have been received and are complete in all respects, will be
despatched on or before 19 November 2009. Settlement of the consideration 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.
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 | |
| Carlton | |
| Nelson | |
+----------------+-------------------------+
| | |
+----------------+-------------------------+
| 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
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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