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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Healthcare Ent. | LSE:HCEG | London | Ordinary Share | GB00B6030H73 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:9434X Healthcare Enterprise Group PLC 03 February 2006 Healthcare Enterprise Group PLC (the "HCEG" or the "Company") Proposed cash placing, dis-application of statutory pre-emption rights, amendment to the Option Scheme and Notice of EGM Introduction Following the Company's announcement on 31 January 2006, Healthcare Enterprise Group PLC, the international healthcare products group, has conditionally raised approximately #3.4 million (before expenses) subject to, inter alia, shareholders' approval (the "Placing"). As part of the Placing, the Directors have agreed to subscribe, in aggregate, #580,000 to demonstrate their commitment to the Company going forward. The Placing The Placing, principally with institutional shareholders and the Directors, is of 9,371,430 Firm Placing Shares and 14,914,287 Conditional Placing Shares, all at 14p per share. The Firm Placing Shares will be issued and admitted to trading on AIM on or about 9 February 2006, provided the Placing Agreement is not terminated prior to this date, but the issue of the Conditional Placing Shares is conditional on the passing by shareholders of the Issue Authority Resolution, which will give the Directors authority to disapply statutory pre-emption rights in respect of the allotment of the Conditional Placing Shares. At the Company's Annual General Meeting on 20 July 2005, shareholders passed resolutions granting the Directors authority to allot 50,201,230 Ordinary Shares, and disapplying the statutory pre-emption rights on new issues in respect of 15,060,400 Ordinary Shares. The placing of the Firm Placing Shares, together with the placing conducted in September 2005 and other relevant allotments, renders the second of these authorities insufficient to allow the placing of the Conditional Placing Shares to proceed without further shareholder approval. Accordingly, the placing of the Conditional Placing Shares is conditional on the passing by Shareholders of the Issue Authority Resolution. The issue of the Firm placing Shares is conditional on the Placing Agreement not being terminated prior to the Admission of such shares. The Company is, therefore, proposing the Issue Authority Resolution, which is a special resolution, to grant further authority to the Directors to allot shares for cash without the application of statutory pre-emption rights. This authority, if approved, will enable the Company to issue the Conditional Placing Shares and, in addition, issue Ordinary Shares for cash with an aggregate nominal value of up to #465,947, representing 10 per cent. of the nominal value of the shares in issue following the allotment of the Placing Shares. The reason for taking this new authority is to give the Directors flexibility to raise cash by way of a private placement without having to implement a rights issue or open offer which may be disproportionately expensive. In consideration for arranging the Placing, Numis Securities Limited ("Numis Securities") will be entitled to a commission of 4 per cent. of the value of those Ordinary Shares placed by Numis Securities on behalf of the Company (excluding the Ordinary Shares subscribed for by the Directors), amounting to #112,800. Use of proceeds The net proceeds of the Placing (assuming the implementation of the Conditional Placing), after costs estimated to be approximately #196,375, are expected to be approximately #3.2 million. This sum will be used, in conjunction with the Group's existing funds, to provide approximately #1.1 million of funding to support (in the near term) HSS, an estimated #0.5 million to enable the Group to satisfy its obligations under certain milestone contract payments and the balance to ensure the Group has adequate resources to implement its business plan. However, it should be noted that the continuing working capital position of the Company for the next 12 months (taking into account the procees of the Firm Placing together with the Group's banking facilities) is not, in the view of the Board, dependent upon the sums being raised in the Conditional Placing, which is subject to approval by Shareholders at the EGM. Although the Placing represents a discount of 17.7 per cent. to the middle market quotation as at 2 February 2006, the Directors consider this discount is justified in order to raise the necessary funds to achieve these objectives. Directors' interests in the Placing Each of the Directors (and where relevant, their connected persons) have agreed to subscribe under the Placing. In total, those Directors will acquire 4,142,858 Firm Placing Shares at the Placing Price. This represents approximately 2.2 per cent. of the issued share capital as enlarged by the Placing, assuming the Issue Authority Resolution is passed and the Conditional Placing Shares are allotted ("Enlarged Issued Share Capital"). Following completion of the Placing, the Directors will collectively own or be interested in 34,695,413 Ordinary Shares representing approximately 18.6 per cent. of the Enlarged Issued Share Capital. Grant of share options to employees and members of the management team The Directors consider that the efforts made by the reshaped management team and the Group's staff since problems were initially identified at HSS have led to good progress being made. In light of this, they believe that such efforts merit recognition in a form that will continue to incentivise the management team and employees to improve the Company's performance. To achieve this aim, a pool of 3.5 million Options has been created. It is intended to distribute part of this pool among relevant staff shortly after the EGM. The grant of these Options, together with those granted to the management team described below, will, however, require the dilution limit in the Option Scheme to be amended. This will also allow the Company the flexibility to grant further Options in the future. Shareholder approval is required to amend the dilution limit and accordingly the Option Resolution is being proposed at the EGM. The effect of the Option Resolution will be to allow the Company to put up to 13 per cent. (rather than the current limit of 10 per cent.) of its ordinary share capital under option (excluding Rollover Options and options granted prior to the Option Scheme being adopted on 10 March 2003). In the event that the Option Resolution is not passed, the proposed grants may be scaled back. In addition to the Options described above, the Company's Remuneration Committee has granted further Options to some of the Directors and senior members of the management team to reflect the additional work and responsibilities that they have been subject to in recent weeks, and to provide them with the appropriate incentive to pursue and complete the recovery programme. The following grants of Options have been made to management (or their connected persons): Name Number of Options Mark Tompkins 1,000,000 Lyndon Gaborit 1,000,000 Nicholas Brigstocke 500,000 Nigel Wray 250,000 Gordon Wood 250,000 Joe Considine 500,000 Other management and consultants 850,000 Notice of EGM A circular containing full details of the proposals set out in this announcement has been posted to Shareholders today. Included within the circular is a proxy card and a notice convening an EGM of the Company at 11:00 a.m. on 28 February 2006. 3 February 2006 Enquiries: Healthcare Enterprise Group PLC 020 7351 7500 Mark Tompkins, Chairman Lyndon Gaborit, Executive Deputy Chairman College Hill 020 7457 2020 Adrian Duffield / Corinna Dorward This information is provided by RNS The company news service from the London Stock Exchange END MSCAKNKNFBKDKBK
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