RNS Number:6539U
James Reed & Partners PLC
24 November 2005
FOR IMMEDIATE RELEASE
24 November 2005
This announcement is not for release, publication or distribution in or into or
from the United States, Canada, Australia, or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction
Recommended Increased Offers
by
Altium Capital Limited
on behalf of
James Reed & Partners plc
for
Reed Health Group plc
Summary
* The boards of James Reed & Partners plc ("James Reed & Partners" or "JRP") and
the Independent Directors of Reed Health Group plc ("Reed Health") are pleased
to announce that they have reached agreement on the terms of the Recommended
Increased Offers for the entire issued and to be issued share capital of Reed
Health.
* The Recommended Increased Offers are being made on the following basis:
for each Reed Health Ordinary Share 57.5p in cash
for each Reed Health "B" Share 57.5p in cash
A Loan Note Alternative will also be made available.
* The Independent Directors have irrevocably undertaken to accept the
Recommended Increased Offers in respect of their own personal holdings of, in
aggregate, 285,294 Reed Health Ordinary Shares representing approximately 0.48
per cent of the entire issued share capital, and voting rights, of Reed
Health.
* The Recommended Increased Offers value the existing issued share capital of
Reed Health at approximately #34.3 million and represent:
o a premium of approximately 57.5 per cent. to the Closing Price of 36.5p
per Reed Health Ordinary Share on 7 November 2005, being the last
trading day prior to the Announcement of the Original Offers; and
o a premium of approximately 36.3 per cent. to the average Closing Price
of 42.2p per Reed Health Ordinary Share for the six month period ended
7 November 2005, being the last trading day prior to the Announcement
of the Original Offers.
* In aggregate, James Reed & Partners owns, or has received irrevocable
undertakings to accept the Recommended Increased Offers in respect of
approximately 85.5 per cent. of the issued share capital of Reed Health.
Commenting on the Recommended Increased Offers, James Reed said:
"We are delighted that the Independent Directors are recommending that Reed
Health Shareholders accept our Recommended Increased Cash Offers, which we
strongly believe represent full and fair value for Reed Health Shareholders. The
Recommended Increased Cash Offers provide Reed Health Shareholders with the
certainty of realising their investment for cash at a significant premium to the
prevailing share price prior to the Announcement of our Original Offers."
Commenting on the Recommended Increased Offers, Barry Hartop, Chairman of Reed
Health, said
"These increased offers represent good value to Reed Health Shareholders and
certainty in view of the volatility of the markets in which Reed Health
operates."
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. The Offers will be subject to the full terms
and conditions set out in the Recommended Increased Offer Document and the
Further Forms of Acceptance.
Enquiries:
James Reed & Partners plc
James Reed / Derek Beal Tel: 020 8274 4467
Reed Health Group plc
Barry Hartop / Trevor Goul-Wheeker Tel: 020 7845 4700
Altium Capital Limited
(Financial Advisers to James Reed & Partners)
Garry Levin / Tim Richardson / Marc Milmo Tel: 020 7484 4040
Investec
(Financial Advisers to Reed Health)
James Grace / Gary Clarence Tel: 020 7587 5970
Smithfield Consultants
(PR Advisers to James Reed & Partners)
Reg Hoare / Katie Hunt Tel: 020 7360 4900
Weber Shandwick
(PR Advisers to Reed Health)
Louise Robson Tel: 020 7067 0700
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Recommended Increased Offers should be made only on the basis of information
referred to in the Recommended Increased Offers Document which JRP intends to
despatch in due course to Reed Health Shareholders and, for information only, to
holders of options under the Reed Health Share Option Schemes.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for James Reed &
Partners as financial adviser within the meaning of the Rules of the Financial
Services Authority and for no one else in connection with the Recommended
Increased Offers. Altium Capital Limited is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than James Reed & Partners for providing the
protections afforded to clients of Altium Capital Limited, or for giving advice
to any other person in relation to the Recommended Increased Offers, the
contents of this announcement or any other matter referred to herein.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Reed Health and the
Independent Directors as financial adviser within the meaning of the Rules of
the Financial Services Authority and for no one else in connection with the
Recommended Increased Offers. Investec is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Reed Health and the Independent Directors for
providing the protections afforded to clients of Investec, or for giving advice
to any other person in relation to the Recommended Increased Offers, the
contents of this announcement or any other matter referred to herein.
The Recommended Increased Offers will not be made, directly or indirectly, in or
into the United States, or by use of the United States mails, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or e-mail) of United States interstate or foreign commerce, or any
facility of a United States national securities exchange nor will it be made in
Canada, Australia or Japan. Accordingly, this announcement and copies of this
announcement must not be mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement must not distribute or send it in, into or from the United States,
Canada, Australia or Japan.
The availability of the Recommended Increased Offers to persons who are not
resident in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Further
details in relation to overseas shareholders will be contained in the
Recommended Increased Offers Document.
The James Reed & Partners Directors accept responsibility for the information
contained in this announcement other than Paragraph 3 - Background to the
recommendation of the Independent Directors and Paragraph 4 - Recommendation. To
the best of the knowledge and belief of the James Reed & Partners Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The Independent Directors accept responsibility for the information contained in
Paragraph 3 - Background to the recommendation of the Independent Directors and
Paragraph 4 - Recommendation. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
FOR IMMEDIATE RELEASE
24 November 2005
This announcement is not for release, publication or distribution in or into or
from the United States, Canada, Australia, or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of such jurisdiction
Recommended Increased Offers
by
Altium Capital Limited
on behalf of
James Reed & Partners plc
for
Reed Health Group plc
1. Introduction
On 8 November 2005, James Reed & Partners announced the terms of cash offers, to
be made by Altium on behalf of James Reed & Partners, to acquire the entire
issued and to be issued share capital of Reed Health.
On 17 November 2005, James Reed & Partners announced that it had acquired
10,849,816 Reed Health Ordinary Shares at a price of 57.5p per Reed Health Share
which was above the price of the Original Ordinary Offer. James Reed & Partners
therefore announced its intention to increase its Original Offers to 57.5p per
Reed Health Share.
The JRP Directors and the Independent Directors now announce that they have
agreed the terms of the Recommended Increased Offers. The Recommended Increased
Offers will be made by Altium on behalf of James Reed & Partners.
2. The Recommended Increased Offers
The Recommended Increased Offers, which will be subject to the terms and
conditions set out in the Original Offer Document, the Recommended Increased
Offer Document and the Further Forms of Acceptance, will be made on the
following basis:
(a) The Recommended Increased Ordinary Offer:
For each Reed Health Ordinary Share 57.5p in cash
(b) The Recommended Increased 'B' Ordinary Offer:
For each Reed Health 'B' Share 57.5p in cash
The Recommended Increased Offers value the whole of the issued ordinary share
capital of Reed Health at approximately #34.3 million. The Recommended Increased
Offers represent a premium of approximately:
*57.5 per cent. to the Closing Price of 36.5p for each Reed Health
Ordinary Share on 7 November 2005, the last trading day prior to the
Announcement of the Original Offers;
*36.3 per cent. to the average Closing Price of 42.2p for each Reed Health
Share for the six month period prior to and including 7 November 2005, the
last trading day prior to the Announcement of the Original Offers.
The Reed Health 'B' Shares are not traded on the London Stock Exchange or listed
on the Official List, but their class rights are identical to those of the Reed
Health Ordinary Shares, save for certain restrictions on transfer.
The Recommended Increased Offers include the Loan Note Alternative, details of
which will be set out in the Recommended
Increased Offer Document.
The Recommended Increased Offers will be subject to the conditions and certain
further terms to be set out in Appendix I of the Recommended Increased Offer
Document (which will incorporate the conditions and certain further terms set
out in the Original Offer Document) and in the Further Forms of Acceptance.
3. Background to the recommendation of the Independent Directors
On 15 August 2005, JRP approached the Independent Directors about the
possibility of JRP acquiring Reed Health for 55p per Reed Health Share. This
approach was subject to a number of pre-conditions and the Independent Directors
could not reach agreement with James Reed & Partners on the terms on which the
Independent Directors could recommend an offer of 55p per Reed Health Share. On
26 September 2005, James Reed & Partners withdrew from discussions.
On 8 November 2005, JRP announced unrecommended offers of 55p per Reed Health
Share.
Following approaches to a number of alternative potential acquirers and
following further discussions between JRP and the Independent Directors and
after discussions between the Independent Directors and Reed Health's largest
institutional shareholder, the Independent Directors and James Reed & Partners
agreed the terms of the Recommended Increased Offers.
In considering whether to recommend the terms of the Recommended Increased
Offers, the Independent Directors have taken into account a number of factors
including:
* The Recommended Increased Offers represent a premium of approximately:
* 57.5 per cent. to the Closing Price of 36.5 pence for each Reed Health
Ordinary Share on 7 November 2005, being the last trading day prior to the
Announcement of the Original Offers; and
* 36.3 per cent. to the average Closing Price of 42.2 pence for each Reed
Health Ordinary Share for the six month period prior to and including 7
November 2005, being the last trading day prior to the Announcement of the
Original Offers.
* In the period following the approach on 15 August 2005, the Independent
Directors and Investec approached a number of alternative potential
acquirers of Reed Health. However, there was no certainty as to whether or
not an alternative offer would be made. Furthermore, if an alternative
offer were to be made, there was no certainty of the value or timing of any
such offer nor was it certain that the Reed Family would accept any such
alternative offer in respect of the 55.3 per cent. of the issued share
capital of Reed Health owned (or controlled) by them. No alternative offers
have been forthcoming and the Recommended Increased Offers represent
certainty for Reed Health Shareholders.
* JRP has received irrevocable undertakings to accept its Recommended
Increased Offers or owns, in aggregate, approximately 85.5 per cent. of the
issued share capital of Reed Health. Accordingly, should the Recommended
Increased Offers become or be declared unconditional in all respects, JRP
will be able to convene an extraordinary general meeting of Reed Health and
pass the necessary special resolution to enable Reed Health to apply to the
London Stock Exchange and the FSA for the cancellations, respectively, of
the trading of Reed Health Ordinary Shares on the London Stock Exchange and
of the listing of the Reed Health Ordinary Shares on the Official List. JRP
has stated that it intends to seek to cancel the listing and trading of the
Reed Health Ordinary Shares within 20 business days of the Recommended
Increased Offers becoming or being declared unconditional in all respects.
* The markets in which Reed Health operates have been difficult and
volatile. These difficulties were highlighted in the Preliminary Statement
for the year to 30 June 2005 announced on 27 September 2005 which stated:
"the potential for providing specialist staff for the social care and health
markets is substantial and we believe that both local and national
government will continue to outsource to private sector partners. However,
these markets are undergoing a fundamental transition and will remain
volatile for the foreseeable future.
Gross margins will be increasingly depressed by competitive and contractual
pressures and will demand a substantial improvement in business efficiency
within the Group to enhance gross margin conversion into profit".
Since the time of making this statement, the markets in which Reed Health
operates have become even more challenging and this is particularly true for
the Social Care, Doctors and Nurses businesses. After a positive start in
the first quarter of the year, trading in October has been impacted by the
National Health Service deficits and has been below the Independent
Directors' expectations. While management are taking action to compensate
for the current trading environment and it is too early for the Independent
Directors to predict the outcome for the year to 30 June 2006, the
Independent Directors' expectations for the year have a greater degree of
caution than was the case at the time of the Preliminary Statement on 27
September 2005.
4. Recommendation
The Independent Directors, who have been so advised by Investec, consider the
terms of the Recommended Increased Offers to be fair and reasonable. In
providing its advice, Investec has taken into account the Independent Directors'
commercial assessment.
Accordingly, the Independent Directors, who have been so advised by Investec,
recommend Reed Health Shareholders to accept the Recommended Increased Offers,
as they have irrevocably undertaken to do in respect of their own personal
holdings of 285,294 Reed Health Ordinary Shares representing, in aggregate,
approximately 0.87 per cent. of the Reed Health Ordinary Shares and
approximately 0.48 per cent. of the entire issued share capital, and of the
voting rights, of Reed Health.
The Independent Directors are making no recommendation to Reed Health
Shareholders in respect of the Loan Note Alternative.
5. James Reed & Partners interests in Reed Health
James Reed and other Reed Family members and their respective family trusts have
irrevocably undertaken to accept the Original Offers and elect for the Loan Note
Alternative in respect of their entire beneficial and non-beneficial holdings of
5,377,171 Reed Health Ordinary Shares, representing approximately 16.4 per cent.
of the Reed Health Ordinary Shares and 26,827,500 Reed Health 'B' Shares,
representing approximately 99.9 per cent. of the Reed Health 'B' Shares, which
together represent approximately 54.0 per cent. of the entire issued share
capital, and of the voting rights, of Reed Health.
In addition, James Reed & Partners has received an irrevocable undertaking from
Personal Pension Management Limited, the trustee of the Alec Reed pension fund,
to accept the Original Ordinary Offer and elect for the Loan Note Alternative in
respect of its entire holding of 750,000 Reed Health Ordinary Shares, which
represents approximately 2.3 per cent. of the Reed Health Ordinary Shares, and
approximately 1.3 per cent. of the entire issued share capital, and of the
voting rights, of Reed Health.
James Reed & Partners has also received an irrevocable undertaking from Eagle
Trustees Limited, the trustee of the Reed Executive plc employee benefit trust,
to accept the Original Ordinary Offer in respect of its holding of 1,964,577
Reed Health Ordinary Shares, which represents approximately 6.0 per cent. of the
Reed Health Ordinary Shares and approximately 3.3 per cent. of the entire issued
share capital, and of the voting rights, of Reed Health.
Accordingly, in aggregate, JRP has received irrevocable undertakings to accept
the Original Offers in respect of 8,091,748 Reed Health Ordinary Shares and
26,827,500 Reed Health 'B' Shares, which represents approximately 24.7 per cent.
of the Reed Health Ordinary Shares, approximately 99.9 per cent. of the Reed
Health 'B' Shares and altogether represents approximately 58.5 per cent. of the
entire issued share capital and voting rights of Reed Health.
JRP has also received irrevocable undertakings from the Independent Directors to
accept the Recommended Increased Ordinary Offer in respect 285,294 Reed Health
Ordinary Shares representing, in aggregate, approximately 0.87 per cent. of the
Reed health Ordinary Shares and approximately 0.48 per cent. of the entire
issued share capital, and voting rights, of Reed Health.
All of the irrevocable undertakings referred to above will remain binding even
in the event of a higher competing offer being made by a third party for Reed
Health unless the Revised Increased Offers lapse or are withdrawn. In accordance
with the terms of the irrevocable undertakings received by James Reed & Partners
, the undertakings to accept the Original Offers constitute undertakings to
accept the Recommended Increased Offers.
In addition, since the Announcement of the Original Offers, James Reed &
Partners has acquired, in aggregate, 15,780,125 Reed Health Ordinary Shares
representing approximately 48.1 per cent. of the Reed Health Ordinary Shares and
26.5 per cent. of the entire issued share capital and the voting rights of Reed
Health.
Therefore, James Reed & Partners either owns, or holds irrevocable undertakings
to accept the Recommended Increased Offers in respect of a total of 50,984,667
shares in Reed Health, representing, in aggregate, approximately 85.5 per cent.
of the existing issued share capital of Reed Health.
6. Background to and reasons for the Recommended Increased Offers
Reed Health was a company formed on the de-merger of the health recruitment
business of Reed Executive Plc. It was admitted to the Official List in July
2001 with the objectives of focusing exclusively on the healthcare staffing
markets and giving greater autonomy and flexibility to its management to take
advantage of the considerable opportunities then perceived to exist in those
markets. The Reed Family has retained a majority and controlling shareholding in
Reed Health since its admission to the Official List.
Over the last three years, shareholder value in Read Health has substantially
diminished. It is due to this and the current indifferent market sentiment
towards Reed Health, that the JRP Directors believe that the benefits to Reed
Health of maintaining its listing have been significantly eroded and that the
financial, managerial and regulatory costs of so doing are an unnecessary burden
on Reed Health.
Moreover, the JRP Directors believe that the acquisition of Reed Health by JRP
will enable Reed Health Shareholders to realise their investment in Reed Health
for cash, at a significant premium at a time when the market for Reed Health's
services has become increasingly competitive, resulting in ongoing pressures on
margin and profitability.
Upon completion of the Offers, the JRP Directors intend to continue to provide
specialist staff for the social care and health markets, away from the
constraints of the public market. There is no present intention for any major
changes to be introduced to the Reed Health business or for the redeployment of
any fixed assets of Reed Health.
The Recommended Increased Offers of 57.5p in cash for each Reed Health Ordinary
Share and 57.5p in cash for each Reed Health 'B' Share value the issued share
capital of Reed Health at approximately #34.3 million. The Recommended Increased
Offers represent a premium of approximately 57.5 per cent. over the Closing
Price for Reed Health Ordinary Shares of 36.5p on 7 November 2005, being the
last business day prior to the Original Offers Announcement.
7. Reed Health management and employees
If the Recommended Increased Offers become or are declared unconditional in all
respects, the existing employment rights, including pension rights, of all Reed
Health's employees will be fully safeguarded.
8. General
The Recommended Increased Offer Document and Further Forms of Acceptance,
containing further details of the Recommended Increased Offers, will be sent to
Reed Health Shareholders today.
The Reed Health Shares will be acquired by James Reed & Partners pursuant to the
Recommended Increased Offers fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and other third party
rights and/or interests of any nature whatsoever and together with all rights
now or hereafter attaching thereto, including the right to receive and retain
all dividends, interest and other distributions declared, made or payable on
or after 8 November 2005. In the event that the Recommended Increased Offers are
declared or become unconditional in all respects, Reed Health Shareholders will
not be entitled to the proposed final dividend of 0.25p per Reed Health Share.
Enquiries:
James Reed & Partners plc
James Reed / Derek Beal Tel: 020 8274 4467
Reed Health Group plc
Barry Hartop / Trevor Goul-Wheeker Tel: 020 7845 4700
Altium Capital Limited
(Financial Advisers to James Reed & Partners)
Garry Levin / Tim Richardson / Marc Milmo Tel: 020 7484 4040
Investec
(Financial Advisers to Reed Health)
James Grace / Gary Clarence Tel: 020 7587 5970
Smithfield Consultants
(PR Advisers to James Reed & Partners)
Reg Hoare / Katie Hunt Tel: 020 7360 4900
Weber Shandwick
(PR Advisers to Reed Health)
Louise Robson Tel: 020 7067 0700
Appendix II to this announcement contains definitions of certain terms used in
this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Recommended Increased Offers should be made only on the basis of
information referred to in the Recommended Increased Offers Document which JRP
intends to despatch in due course to Reed Health Shareholders and, for
information only, to holders of options under the Reed Health Share Option
Schemes.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for James Reed &
Partners as financial adviser within the meaning of the Rules of the Financial
Services Authority and for no one else in connection with the Recommended
Increased Offers. Altium Capital Limited is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than James Reed & Partners for providing the
protections afforded to clients of Altium Capital Limited, or for giving advice
to any other person in relation to the Recommended Increased Offers, the
contents of this announcement or any other matter referred to herein.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Reed Health and the
Independent Directors as financial adviser within the meaning of the Rules of
the Financial Services Authority and for no one else in connection with the
Recommended Increased Offers. Investec is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Reed Health and the Independent Directors for
providing the protections afforded to clients of Investec, or for giving advice
to any other person in relation to the Recommended Increased Offers, the
contents of this announcement or any other matter referred to herein.
The Recommended Increased Offers will not be made, directly or indirectly, in or
into the United States, or by use of the United States mails, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or e-mail) of United States interstate or foreign commerce, or any
facility of a United States national securities exchange nor will it be made in
Canada, Australia or Japan. Accordingly, this announcement and copies of this
announcement must not be mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement must not distribute or send it in, into or from the United States,
Canada, Australia or Japan.
The availability of the Recommended Increased Offers to persons who are not
resident in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Further
details in relation to overseas shareholders will be contained in the
Recommended Increased Offer Document.
The JRP Directors accept responsibility for the information contained in this
announcement other than Paragraph 3 - Background to the recommendation of the
Independent Directors and Paragraph 4 - Recommendation. To the best of the
knowledge and belief of the JRP Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for the information contained in
Paragraph 3 - Background to the recommendation of the Independent Directors and
Paragraph 4 - Recommendation. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if a person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Reed Health, 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 London 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 Reed Health, 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 Reed Health by JRP or Reed Health, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London 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 Takeover 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 whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Appendix I - Sources and bases of information
In this announcement:
(i) The value placed by the Recommended Increased Offers on the whole
of the existing issued ordinary share capital of Reed Health is
based on the 59,644,772 Reed Health Shares disclosed in the Rule
2.10 announcement made by Reed Health on 8 November 2005 as being
in issue, split into:
Reed Health Ordinary Shares - 32,802,377
Reed Health 'B' Shares - 26,842,395
(ii) Information concerning the Original Offers has been extracted
from the Original Offer Document.
Appendix II - Definitions
The definitions described in the Announcement of the Original Offers apply other
than as set out below, unless the context requires otherwise.
'Announcement the announcement dated 8 November 2005 by James Reed & Partners
of the Original of its firm intention to make the Original Offers
Offers'
'Further Forms the revised forms of acceptance, election and authority relating
of to the Recommended Increased Offers which will accompany the
Acceptance' Recommended Increased Offer Document
'Original Offer the offer document issued on 10 November 2005 on behalf of James
Document' Reed & Partners and making the Original Offers
'Original the original offers of 55p per Reed Health Share made by Altium
Offers' on behalf of James Reed & Partners by means of the Original
Offer Document
'Original Offer 55p per Reed Health Share
Price'
'Recommended the increased recommended offers, including the Loan Note
Increased Alternative, to be made by Altium on behalf of James Reed &
Offers' Partners, to acquire all of the issued and to be issued Reed
Health Shares on the terms and subject to the conditions to be
set out in the Recommended Increased Offer Document and the
Further Forms of Acceptance
'Recommended the revised offer document to be issued by Altium on behalf of
Increased Offer James Reed & Partners to Reed Health Shareholders in respect of
Document' the Recommended Increased Offers
'Recommended 57.5p per Reed Health Share
Increased Offer
Price'
'Recommended the increased cash offer of 57.5 pence per Reed Health Ordinary
Increased Share
Ordinary
Offer'
'Recommended the increased cash offer of 57.5 pence per Reed Health 'B'
Increased 'B' Ordinary Share
Ordinary
Offer'
This information is provided by RNS
The company news service from the London Stock Exchange
END
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