Offer Update

 

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RNS Number : 6240B 
Consort Medical PLC 
29 October 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 
29 October 2009 
RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE 
 BY 
CONSORT MEDICAL 
PLC 
 FOR 
THE MEDICAL HOUSE PLC 
Level of acceptances and extension of the Offer 
 
 
On 24 September 2009, Consort Medical made a recommended cash offer (with a Loan 
Notes Alternative) for the entire issued and to be issued share capital of The 
Medical House. 
 
 
On 15 October 2009, being the first closing date of the Offer, Consort 
Medical announced that the Offer had been extended until 1.00 p.m. (London time) 
on 29 October 2009. 
 
 
The Consort Medical Board is pleased to announce that, as at 1.00 p.m. (London 
time) on 29 October 2009, being the second closing date of the Offer, 
valid acceptances of the Offer had been received in respect of a total of 
39,518,447 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 28,000 The Medical House Shares, representing approximately 0.046 per cent 
of the existing issued share capital of The Medical House. 
 
 
Accordingly, as at 1.00 p.m. (London time) on 29 October 2009, being the second 
closing date of the Offer, Consort Medical owned or had received valid 
acceptances in respect of a total of 39,546,447 The Medical House Shares, 
representing approximately 65.8 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. 
 
 
The Consort Medical Board announces that 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 the next closing 
date which will be 1.00 p.m. (London time) on 12 November 2009. Any subsequent 
extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on 
the business day following the day on which the Offer was otherwise due to 
expire, or such later time or date as the Panel may agree. 
 
 
Assuming the Offer becomes or is declared wholly unconditional and 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. 
 
 
Given the recent industrial action within Royal Mail, 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 but in any event so as to be received no later than 1.00 p.m. 
(London time) on 12 November 2009 by 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 [phone]. 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 and, in any event, 
so as to be settled not later than 1.00 p.m. (London time) on 12 November 2009. 
 
 
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. 
 
 
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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