Placing and issue of new shares

 

TIDMHCEG 
 
RNS Number : 8486C 
Healthcare Enterprise Group PLC 
20 November 2009 
 

20 November 2009 
 
 
Healthcare Enterprise Group plc 
 
 
Placing and issue of new shares 
 
 
Healthcare Enterprise Group plc ("HCEG" or the "Company") announces that it has 
raised gross funds of GBP206,000 through the placing (the "Placing") of 824,000 
new ordinary shares of 25p each (the "Placing Shares"), at a price of 25 pence 
per share. The proceeds of the placing will be used to reduce debt and to 
enhance general working capital. 
 
 
By way of settlement of certain debts and assignment of two property leases 
which originally formed part of the acquisition of Crest Medical Limited in 
2004, HCEG has agreed to pay to Alliance Unichem GBP50,000 of the funds raised 
pursuant to the Placing and shall also issue secured redeemable loan notes 2011 
("Loan Notes") up to a value of GBP150,000 which are secured on 50,000 Ebiox 
ordinary shares of GBP0.25 owned by HCEG. The loan notes shall bear interest at 
4% above LIBOR, are redeemable in 5 tranches between 15 December 2009 and 15 
March 2011 or are redeemable in full by HCEG on an earlier date out of any 
future fund raising conducted by HCEG.  The debts relate to a reverse premium 
arising on the assignment of two leases on properties (the "Properties") 
occupied by Crest Medical Limited (formerly a subsidiary of HCEG) to Alliance 
Unichem.  Alliance Unichem has agreed to, up to and including 15 March 2011, and 
in its sole discretion, release HCEG from any amount still outstanding under the 
Loan Notes by setting off against such amounts 50% of any amount recouped over 
and above the sum of GBP256,000 through successfully renting the Properties. The 
repayment of loan notes is also guaranteed by John Gunn (a director of HCEG) for 
which he is receiving a fee, to be settled by the issue of 100,000 HCEG shares, 
amounting to GBP25,000 (included in the table below). The settlement reduces 
HCEG's obligations in respect of the two property leases by approximately 
GBP100,000 per annum, which would otherwise continue until the leases expire in 
2015. 
 
 
HCEG has also agreed settlement of a dispute arising in 2006 relating to an 
investment in its subsidiary, Healthcare Endoscopy Limited. The amount received 
for the investment was fully provided for in the accounts of the company and 
HCEG has now agreed to settle the amount in the following manner: GBP25,000 in 
cash; 127,451 new ordinary shares of 25p in HCEG (the "Settlement Shares"); the 
transfer of 4,500 ordinary shares in Reproductive Sciences Limited ("RSL"), 
currently owned by HCEG (the "RSL Shares"); and the transfer of 50,000 ordinary 
shares in Ebiox Limited ("Ebiox"), currently owned by HCEG (the "Ebiox Shares"). 
 
 
Following the transfer of the RSL Shares and the Ebiox Shares, HCEG will own 
19,260 shares in RSL and 411,640 shares in Ebiox representing 27.1% and 20.6% of 
the issued share capitals of RSL and Ebiox respectively. 
 
 
The Company has also agreed that GBP93,082 due to certain of the directors of 
HCEG by way of fees and remuneration will be settled by the issue and allotment 
to them of in aggregate 372,327 new ordinary shares at a price of 25p per share 
("New Ordinary Shares").The following Directors, will be issued and allotted New 
Ordinary Shares in lieu of salary as follows: 
 
 
+--------------------+-----------+---------------+---------------+---------------+ 
| Director           | Number of | % of Existing | Number of New | % of Enlarged | 
|                    | Existing  | Ordinary      | Ordinary      | Share Capital | 
|                    | Ordinary  | Shares in     | Shares to be  |               | 
|                    | Shares    | issue         | issued        |               | 
+--------------------+-----------+---------------+---------------+---------------+ 
| John Gunn          |   308,729 |          7.03 |       150,000 |          8.03 | 
+--------------------+-----------+---------------+---------------+---------------+ 
| Lyndon Gaborit     |   595,958 |         13.57 |      160,000  |         13.23 | 
+--------------------+-----------+---------------+---------------+---------------+ 
| Gron               |   106,333 |          2.42 |       44,327  |          2.64 | 
| Ffoulkes-Davies    |           |               |               |               | 
+--------------------+-----------+---------------+---------------+---------------+ 
| John Honey         |   133,333 |          3.04 |        18,000 |          2.65 | 
+--------------------+-----------+---------------+---------------+---------------+ 
 
 
Following the issue of the Placing Shares, the Settlement Shares and the New 
Ordinary Shares, the Company has 5,715,904 ordinary shares in issue, all of 
which carry voting rights. This figure may be used by shareholders of the 
Company as the denominator for the calculations by which they will determine if 
they are required to notify their interest in, or change their interest in, the 
ordinary share capital of the Company. 
 
 
Admission of the Placing Shares, the Settlement Shares and the New Ordinary 
Shares is expected to take place on 23 November 2009. 
 
 
 
 
Further Enquiries: 
 
 
+-----------------------------------------+------------------------------------+ 
| Healthcare Enterprise Group plc         |           Tel: [phone] | 
| Lyndon Gaborit, Executive Deputy        |                                    | 
| Chairman                                |                                    | 
| www.hcegroup.com                        |                                    | 
|                                         |                                    | 
+-----------------------------------------+------------------------------------+ 
| Daniel Stewart & Company plc            | Tel + 44 (0)20 7776 6550           | 
| Graham Webster/Stewart Dickson          |                                    | 
|                                         |                                    | 
|                                         |                                    | 
+-----------------------------------------+------------------------------------+ 
| Rivingston Street Corporate Finance     |           Tel: [phone] | 
| Monisha Varadan                         |                                    | 
|                                         |                                    | 
+-----------------------------------------+------------------------------------+ 
| Bishopsgate Communications              |           Tel: [phone] | 
| Robyn Samuelson/Giang Nguyen            |                                    | 
+-----------------------------------------+------------------------------------+ 
 
 
Notes to Editors: 
 
 
Healthcare Enterprise Group plc companies include Ebiox Limited, a specialist 
disinfectant and decontamination company which has a range of proprietary 
products patented and approved for sale in multiple world markets; Reproductive 
Sciences Limited which invests in medical devices product development, 
particularly in the area of women's health; and investments in healthcare 
products and services. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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