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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:1225H Healthcare Enterprise Group PLC 07 January 2005 Healthcare Enterprise Group PLC ("HCEG") Acquisition of minority interests and other transactions relating to SafaTec (UK) Limited - Related Party Disclosure As part of a strategic review, the Board of HCEG has decided to buy out the minority interests in SafaTec (UK) Limited ("SafaTec") so that it will hold 100% of that company. Currently, HCEG owns approximately 60.7% of SafaTec. The Board has also decided to re-align the related deferred consideration and earn-out provisions set out in the agreement for the acquisition of the 60.7% of SafaTec which completed in November 2003 to reflect the changing strategic priorities within the group's product range so as to incentivise properly the original inventors and vendors who now perform key roles within the group. The Board's wish to re-align these key employees' incentive arrangements is also predicated by their view of the out-performance achieved by SafaTec's business from a strategic and business development perspective since completion of the original acquisition. SafaTec is a holding company for interests in a number of early stage healthcare companies which develop technology or products which may be introduced to the market. SafaTec holds the majority of HCEG's interests in Ebiox, Optiscope and other products and this acquisition of the minority stake in SafaTec allows HCEG to hold those investments free of any minority interest. With the recent news about Ebiox's acceptance by the NHS for further trials, and the signing of the manufacturing agreement for Optiscope, the board of HCEG feel that shareholders' interests are better served by owning 100% of Safa Tec. For the year ended 29 February 2004, SafaTec reported a loss before tax of #30,164 on net assets of #19,931. The minority shareholders in SafaTec have agreed to sell their minority interests in that company for a consideration to be satisfied by the issue, in aggregate, of 5,763,538 ordinary shares and the payment of #82,637 in cash. As part of the re-alignment of the deferred consideration set out in the documentation relating to the original acquisition of the 60.7% interest, it has been agreed to accelerate the part of the deferred consideration which has not already been satisfied by HCEG. The original vendors under the November 2003 acquisition, will receive 6,063,584 HCEG ordinary shares of 2.5 p each in aggregate (assuming the share consolidation to be proposed at the extraordinary general meeting of HCEG to be held on 10 January 2005 (the "Share Consolidation") is approved by shareholders) of which 3,441,083 HCEG shares will be issued to, or at the direction of Gordon Wood, the founder of SafaTec and now COO of HCEG and 697,313 will be issued to Gordon Wood's family trust (assuming the Share Consolidation is approved by shareholders). In addition, HCEG will issue in aggregate 3,200,000 ordinary shares of 2.5 p each (assuming the Share Consolidation is approved by shareholders) in consideration for the original vendors under the November 2003 acquisition waiving their right to receive any further sums linked to the sale of Optiscope disposable endoscopes, as described in paragraph 12.1.12 of Part X of the admission document issued by HCEG on 20 October 2003 (the "October 2003 Admission Document"). These ordinary shares will be issued to the selling minority shareholders of SafaTec. Gordon Wood has agreed that, subject to certain exceptions, he will not be entitled to dispose of any ordinary shares of HCEG issued to him in relation to the transaction described in this announcement for a period of 12 months following their date of issue. Gordon Wood and HCEG have also agreed to amend his service contract (the terms of which were summarised in paragraph 7.3 of Part X of the October 2003 Admission Document) so that it will have an indefinite term with both parties being entitled to terminate by giving the other not less than 12 months' prior written notice. The above transactions are expected to complete on or about 13 January 2005 and application for the admission to trading of the ordinary shares to be issued by HCEG as described in this announcement will be made to AIM shortly thereafter. SafaTec has agreed to acquire from SafaTec Limited, an Israeli incorporated company controlled by Gordon Wood and Yechiel Lisner, 20,000 ordinary shares in Optiscope Technologies Limited ("Optiscope") for a consideration of approximately US$ 40,000. This acquisition is expected to complete in early February 2005 and will increase SafaTec's shareholding in Optiscope from approximately 45% to approximately 58% on a fully diluted basis. HCEG has also decided to invest a further US$ 100,000 in Optiscope, which will increase SafaTec's aggregate percentage shareholding to approximately 64% on a fully diluted basis. The directors of HCEG, excluding Gordon Wood, having consulted with Numis Securities Ltd, the company's NOMAD and broker, consider the terms of the transactions detailed above are fair and reasonable insofar as shareholders are concerned. Stuart Bruck, Chairman of Healthcare Enterprise Group PLC, commented: "Acquiring the remaining shareholding in SafaTec to give HCEG 100%, provides the logical next step towards integrating SafaTec's portfolio of products into Healthcare Enterprise Group. We look towards SafaTec to provide HCEG with an increasing range of innovative product platforms each capable of generating significant financial returns, the first two being Ebiox and Optiscope. "We are in the process of evaluating several additional products capable of meeting the Group's strict commercialisation requirements and hope to announce further information in the coming months." 7 January 2005 Enquiries: Healthcare Enterprise Group PLC 020 7351 7500 Stuart Bruck - Executive Chairman College Hill Nicholas Nelson 020 7457 2020 This information is provided by RNS The company news service from the London Stock Exchange END ACQUUUCCGUPAURM
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