29th Mar 2005 10:48
Reversus PLC29 March 2005 Reversus plc ("Reversus" or the "Company") Acquisition of DTC Group Limited ("DTC") for up to £3.22 million (the "Acquisition") Reorganisation of share capital Change of name to Company Health Group plc The Company is pleased to announce that it has conditionally agreed to acquire, subject, inter alia, to shareholder approval, the entire issued share capital ofDTC, a health care services provider. The directors of Reversus and DTC believe that DTC not only provides a solid base for future organic growth but is also a suitable platform upon which to take advantage of the potential acquisition opportunities that they consider exist amongst occupational health providers. The directors of DTC and their advisers have already had initial discussions with a number of potential targetsand it is their intention to make several acquisitions in the next couple of years. Highlights • Consideration of up to £3.22 million including an earn out of up to £1.1 million. This is payable through the issue of up to 42.9 million new Ordinary Shares in Reversus at 7.5 pence each. • DTC is an established occupational health services group with two operating subsidiaries, Diagnostic Technologies Corporation Limited ("DTCL") and Company Health Limited ("CHL"). • DTCL arranges medical examinations and pathology testing on applicants for life insurance cover on behalf of over 50 major life insurance companies in the UK and Eire. • CHL provides occupational health services to over 250 corporate and other clients. • The directors of DTC believe that an acquisition strategy, coupled with an AIM quotation, will provide a significant opportunity to take advantage of the current dynamics of the occupational health market in the UK. • As an indication of their belief in the strategy and the prospects for the Enlarged Group, the directors and shareholders of DTC are injecting approximately £388,000 into DTC as part of the deal. • The Acquisition will constitute a reverse takeover under the AIM rules. Pursuant to this, the Company proposes to change its name to Company Health Group plc. Commenting on the Acquisition, Neil Crabb, non-executive director of Reversus said: "The board of Reversus has considered several potential acquisitions over the last 18 months and considers the acquisition of DTC to be an opportunity to enhance shareholder value, given both the growing market in which it operates and the Proposed Directors' intention to utilise the Company's AIM quotation to pursue an acquisition strategy in the occupational health sector." Commenting on the Acquisition, Ralph Gough, Chairman and Chief of DTC said: "With the benefits of the AIM quotation which this transaction brings, we believe we will have an excellent platform with which to take advantage of the significant acquisition opportunities in the occupational health market in the UK and deliver value to shareholders." For further information, call: Reversus: Neil Crabb 020 7653 3200Arden Partners: Paul Davies 020 7398 1600DTC: George Gonzalez 020 7417 0417Ubiquity Capital: Jason Cale 020 7485 5107 Jimmy Webster 020 7485 5107 This summary should be read in conjunction with the full text of this announcement below. Reversus plc ("Reversus" or "the Company") Acquisition of DTC Group Limited ("DTC") for up to £3.22m ("the Acquisition") Reorganisation of Share Capital Change of name The Company is pleased to announce that it has today conditionally agreed toacquire, subject, inter alia, to shareholder approval, the entire issued sharecapital of DTC, a health care services provider. The total consideration payable under the Acquisition is up to £3.22 million. Ofthe total consideration, £2.12 million is payable on Completion and is to besatisfied by 28.24 million Consideration Shares to be issued at a price of 7.5 pence per share (post the Reorganisation) with the remainder, the Deferred Consideration, payable subject to the achievement by DTC of certain performance criteria. The Deferred Consideration of up to £1.1 million is to be satisfied by the issue of an aggregate of up to 14,666,667 new Ordinary Shares at the Issue Price. The Issue Price of 7.5 pence (post the Reorganisation) equates to the approximate asset value per share of Reversus on Completion. Existingshareholders will own approximately 22% of the Enlarged Share Capital on Admission. The Acquisition is classified as a "reverse takeover'' under the AIM Rules byvirtue of its size and is conditional, inter alia, upon the approval ofShareholders, which is being sought at the EGM to be held on 22 April 2005. Toreflect the Acquisition, the Company also proposes to change its name to CompanyHealth Group plc. The Company has today separately announced its interim results for the six months ended 31 December 2004 and a circular containing further information on the Acquisition and the notice of EGM will be posted to Shareholders today. Background to and reasons for the Acquisition In September 2003, the Company disposed of its business and all of its operatingassets. Since that date, it has not traded and has maintained its quotation onAIM as a cash shell. The Board has considered several potential acquisitionsover the last 18 months and considers the acquisition of DTC to be anopportunity to enhance Shareholder value, given both the growing market in whichit operates and the Proposed Directors' intention to utilise the Company's AIMquotation to pursue an acquisition strategy in the occupational health sector. The Proposed Directors believe that an acquisition strategy, coupled with an AIMquotation, will provide a significant opportunity to take advantage of thecurrent dynamics of the occupational health market in the UK, details of whichare set out below. As an indication of their belief in the strategy and the prospects for theEnlarged Group, the Proposed Directors are exercising options in DTC at a costof £280,000. Consideration Shares totalling 3.73 million in aggregate are to beissued in respect of the additional shares created in DTC through the exerciseof these options. Note: Definitions used in this announcement are the same as those in thecircular posted to shareholders today. These definitions are given below in theappendix to this announcement. Business of DTC DTC is an established occupational health services group with two operatingsubsidiaries, Diagnostic Technologies Corporation Limited ("DTCL") and CompanyHealth Limited ("CHL"). DTCLDTCL was established in 1993 to provide a specialised body fluid testingservice. Initially, the company focused its marketing effort on the life andhealth insurance industry which often requires an independent medicalexamination in order to ascertain the risk of a particular applicant. In 1998, DTC acquired a business specialising in the collection of medicalevidence using independent GPs. Subsequently, due to increases in fees requestedby GPs, DTCL established its own Paramedical Examination Service in mid-2004.This service utilises nurses to provide a more cost effective service and hasgrown over the last year. Overall, DTCL arranges medical examinations andpathology testing on applicants for life insurance cover on behalf of over 50major life insurance companies in the UK and Eire. CHLCHL was established in 1989 and was acquired by DTC in June 2000. It providesoccupational health services to over 250 corporate and other clients. Theservices offered include: •pre-employment assessments;•health surveillance;•sickness absence advice;•occupational health and safety policies;•working environment assessments; and•statutory medical examinations. Both DTCL and CHL have a relatively small number of core employees and utilisehealthcare professionals on a sub-contractor basis. This benefits the businessesby allowing them to function with a smaller overhead base than would otherwisebe possible if all necessary healthcare professionals were employed directly. In the year ended 31 December 2004, the DTC Group achieved, net of intercompanysales, a turnover of £2.7 million (2003: £2.8 million) and reported a lossbefore tax of £102,933 (2003: profit of £33,260). As at 31 December 2004, theDTC Group had net assets of £307,830. The Proposed Directors attribute theslight decline in turnover in 2004 to the weakening of the dollar in 2004 (whichaffected DTC's sales of a saliva testing device), and a lower level of ordersfrom the insurance company clients in the first half of the year. However, thesecond half of 2004 showed a significant improvement in trading and this upwardtrend has continued into 2005. Summarised results for DTC are set out below: Year ended 31 December 2002 2003 2004 £ £ £Turnover 2,870,530 2,800,174 2,699,998Gross profit 1,317,775 1,314,769 1,300,377Distribution and selling costs 26,818 73,968 67,095Administrative expenses 1,195,961 1,168,896 1,170,222Restructuring costs - - 114,816 __________ _________ _________Operating profit/(loss) 94,996 71,905 (51,756)Interest payable and similar charges (52,691) (38,645) (51,177) __________ _________ _________Profit/(loss) on ordinary activities beforetaxation 42,305 33,260 (102,933) __________ _________ _________ DTC incurred significant restucturing costs in 2004 which totalled £114,816.This had a material impact on the results for the year and the ProposedDirectors do not expect these costs to recur. The Occupational Health Services market Occupational health is a term generally used to describe the effect ofemployment on an individual's health and the need to ensure that the individualis fit for the work that they are employed to do. The value of the UK market foroccupational healthcare provision was estimated to be worth £318 million in2004. Historically, occupational health has largely been restricted to health andsafety in the workplace and was generally provided by on-site medically trainedpersonnel and most applicable to heavy industry. However, the market hasincreasingly shifted towards a greater concern with wider employee healthissues, including the provision of preventative health care. The need for greater preventative healthcare has also been reinforced by theincreased legislative requirement. The basic legislative requirements are laidout in the Health and Safety at Work Act 1974 (as amended) and the level oflegislation has increased significantly over the last 30 years. The preventativeapproach that is now encouraged through occupational health schemes has theadvantage of reducing absenteeism and improving morale amongst the workforce. Ithas also led to a shift in responsibility towards the private sector and this,together with the trend towards outsourcing of non-core activities, has led tothe establishment of a number of companies providing outsourced occupationalhealthcare services in the UK. Consequently, the value of outsourcedoccupational healthcare in the UK grew from £99 million in 2000 to an estimated£153 million in 2004. The opportunity The overall occupational health market in the United Kingdom is estimated tohave grown from £248 million in 2000 to £318 million in 2004, with the markethaving grown by some 8 per cent. in 2004. This is expected to continue, and itis estimated that the market size will continue to grow to an estimated £398million by 2009. The Proposed Directors consider that the key market drivers arelegislative change, increasing medical insurance costs and a rising level oflitigation in the workplace. The Health & Safety Executive estimateswork-related illnesses and injury cost the UK economy between £14 billion and£18 billion per annum. Additionally, as outlined above, there has been and there continues to be astrong trend towards outsourcing occupational health provision, with theoutsourced market having grown from 40 per cent. in 2000 to 48 per cent. in2004. Accordingly, the strategy of the Enlarged Group will be to increase itsmarket share of occupational health services amongst small to medium sizedcompanies through both organic growth and acquisitive expansion. The Directors and the Proposed Directors believe that DTC not only provides asolid base for future organic growth but is also a suitable platform upon whichto take advantage of the potential acquisition opportunities that they considerexist amongst occupational health providers. The Proposed Directors have alreadyhad initial discussions with a number of potential targets and it is theirintention to make several acquisitions in the next couple of years. The Board of the Company following the Acquisition It is proposed that each of the Directors will resign, and that the ProposedDirectors will join the Company's board of directors with effect from Admission.The new board of directors of the Company following Admission will be chaired byRalph Gough. The Proposed Directors believe that successfully completing appropriateacquisitions will also enable them to further strengthen the existing managementteam. Proposed Directors The following individuals will join the Board of Directors with effect fromAdmission: Ralph Gough (aged 74) - Chairman and Chief ExecutiveHaving identified a gap in the testing services provided to insurance companies,Ralph formed DTC Group in 1993 when he acquired the businesses of Hemotex (UK)Ltd and Veritest Ltd. Since that time Ralph has gained an extensive knowledge ofthe medical evidence and pathology testing services and in particular theirapplication to the life insurance market. George Gonzalez (aged 53) - Finance DirectorHaving qualified as a chartered accountant in 1974, George joined one of theworld's largest marine insurers as their chief accountant in 1976. Georgereturned to private practice in 1986, becoming one of the five partners inMorgan Brown & Haynes, which has subsequently grown into a 500 employee concernand which floated on AIM in 2002 as Vantis Group plc. George's broad expertiseincludes business development and M&A and he joined DTC Group as FinanceDirector in 2001. Michael Rogers (aged 62) - Non-Executive DirectorMike has over 28 years' experience in healthcare services and care provision. In1976 he joined Nestor Medical Group Ltd and became Chief Executive of NestorHealthcare Group plc in 1986. During the course of his time at Nestor he builtthe nursing agency business, BNA, into a national presence, taking it from a 24branch network to over 80 branches and during this time, the annual turnover ofthe businesses he managed grew from approximately £4 million to £90 million. In1986, backed by 3i, he led a management buyout of the Nestor Medical Group whichwas subsequently listed as Nestor-BNA plc on the London Stock Exchange inNovember 1987. Principal terms of the Acquisition Pursuant to the terms of the Acquisition Agreement, Reversus has conditionallyagreed to acquire the entire issued share capital of DTC. The considerationpayable comprises the Initial Consideration and the Deferred Consideration. The Initial Consideration of £2.12 million is to be satisfied by the issue ofthe Consideration Shares at the Issue Price to the Vendors upon Completion. The Deferred Consideration is payable subject to the financial performance ofthe DTC Group for the 12 months ended 31 December 2005. The maximum DeferredConsideration payable to the Vendors under the terms of the AcquisitionAgreement is £1.1 million, to be satisfied by the issue of an aggregate of up to14,666,667 new Ordinary Shares at the Issue Price. The Acquisition Agreement is conditional upon, inter alia, the Resolutions beingduly passed at the EGM and Admission. The Reorganisation • Background and reasons to the Reorganisation As a cash shell, the Company has net assets consisting primarily of cash and no operating business. The value of its net assets per Existing Ordinary Share, and indeed its share price, is significantly lower than the 2.5p nominal value of each Existing Ordinary Share. Accordingly, under the Act, the Company is currently prevented from issuing new ordinary shares at a price below their nominal value of 2.5p, including as consideration under the Acquisition. It is therefore proposed to reorganise the share capital of the Company in order to enable it to acquire DTC through the issue of the Consideration Shares. • The Reorganisation The Reorganisation comprises two elements: • the consolidation of every 10 Existing Ordinary Shares into one ordinary share of 25p each; and • the sub-division of each ordinary share of 25p each arising pursuant to the consolidation described above into one Ordinary Share of 1p and one Deferred Share of 24p. Where, as a result of the Reorganisation fractional entitlements arise, nofractions of shares will be issued but will be aggregated and sold in the marketfor the benefit of the relevant Shareholder save that if the net receipt is lessthan £3.00, in accordance with the Articles it will be retained for the benefitof the Company. After the implementation of the Reorganisation, each New Ordinary Share willhave the same rights (including voting and dividend rights and rights on areturn of capital) as each Existing Ordinary Share has at present. Newcertificates will be issued in respect of the New Ordinary Shares. The rights attaching to the Deferred Shares, for which no application foradmission to trading on AIM will be made, will be minimal thereby rendering themeffectively valueless. No certificates will be issued in respect of the DeferredShares. Only whole numbers of shares will be issued. There will be no fractionalentitlements to shares. Therefore, for a Shareholder owning 1,003 ExistingOrdinary Shares, following the Reorganisation he/she would hold 100 New OrdinaryShares and 100 Deferred Shares. Current trading and prospects As detailed above, in the year ended 31 December 2004, the DTC Group achieved,net of intercompany sales, a turnover of £2.7 million (2003: £2.8 million) andreported a loss before tax of £102,933 (2003: profit of £33,260). The introduction of the paramedical examination service in July 2004 had theeffect of increasing DTCL's average daily sales volume significantly in thelatter half of the year and this upward trend has continued into 2005, withbuoyant trading in the first quarter. CHL's trading for January 2005 hasincreased by 8 per cent. against the same period in 2004.Immediately prior to Completion, an exercise of options in DTC will take placeresulting in a cash injection of approximately £388,000. The Proposed Directors believe that this injection of equity capital, together with the benefits of a quoted parent company and the trends in current trading, should result in a positive outlook for the coming year. The City Code General The City Code governs, inter alia, transactions which may result in a change ofcontrol of a public company to which the City Code applies. Under Rule 9 of theCity Code ("Rule 9"), any person or group of persons acting in concert (as suchterm is defined in the City Code) who acquires shares which, taken together withshares already held by him or shares held or acquired by persons acting inconcert with him, carry 30 per cent. or more of the voting rights of a companywhich is subject to the City Code is normally required to make a general offerto all the remaining shareholders to acquire their shares. Similarly when any person or persons, acting in concert, already holds more than30 per cent. but not more than 50 per cent. of the voting rights of a company, ageneral offer will normally be required if any further shares are acquired.An offer under Rule 9 must be in cash and at the highest price paid within thepreceding 12 months for any shares in the company by the person required to makethe offer or any person acting in concert with him. Persons acting in concert comprise persons who, pursuant to an agreement orunderstanding (whether formal or informal), actively co-operate, through theacquisition by any of them of shares in a company, to obtain or consolidatecontrol of that company. Ralph Gough, George Gonzalez, Michael Rogers, Molard Nominees SA and SarnicInvestments Limited are deemed to be acting in concert for the purposes of theCity Code which specifies that a company and its directors (together with closerelatives and related trusts) are presumed to be persons acting in concertunless the contrary is established. Assuming that the Proposals are dulycompleted and the Deferred Consideration is paid in full under the terms of theAcquisition Agreement, the Concert Party will together hold the following numberof new Ordinary Shares: Number of new Percentage of Maximum number Maximum number Maximum Ordinary Shares Enlarged Share of new Ordinary of new percentage of to be issued Capital if no Shares to be Ordinary Enlarged Share pursuant to the Deferred issued pursuant Shares to be Capital Acquisition as Consideration to the issued following the Initial is issued Acquisition as pursuant to issue of the Consideration Deferred the Deferred Consideration* Acquisition ConsiderationMolardNomineesSA (Note 1) 10,890,243 30.1% 5,025,266 15,915,509 31.3% RalphGough 3,942,592 10.9% 2,689,552 6,632,144 13.1%(Note 2) GeorgeGonzalez 1,050,509 2.9% 833,888 1,884,397 3.7% Michael 937,393 2.6% 451,979 1,389,372 2.7%Rogers __________ __________ __________ __________ __________ Total 16,820,737 46.5% 9,000,685 25,821,422 50.8% ========== ========== ========== ========== ========== * The Deferred Consideration is dependent on the results of DTC for the yearending 31 December 2005. New Ordinary Shares to be issued as DeferredConsideration will be issued within two months of the announcement of theCompany's results for the year ending 31 December 2005 which is expected to bein April 2006. Notes 1. Molard Nominees SA ("Molard") is administered from Geneva, Switzerland and acts as nominee for a British Virgin Island company which is a trustee of a discretionary trust. The trustee has the absolute authority to determine who are the beneficiaries of the trust. In its capacity as nominee, Molard is authorised to co-operate actively with other members of the Concert Party pursuant to an informal understanding. 2. These shares are held by Sarnic Investments Limited ("Sarnic"), a company registered in England and Wales with company number 01252038 and registered office at 82 St. John's Street, London EC1M 4JN. Sarnic is a vehicle through which Ralph Gough provides consultancy services. The latest audited accounts to 31 December 2003 show that in that year Sarnic reported a profit before tax of £7,568 on turnover of £78,760. As at 31 December 2003 Sarnic had net liabilities of £386,202. In the absence of a Waiver granted by the Takeover Panel, Rule 9 of the CityCode would require the Concert Party (or members of it) to make a general offerfor the balance of the Ordinary Shares in issue immediately following theAcquisition and upon any further acquisition of new Ordinary Shares (forexample, upon issue of additional new Ordinary Shares as part of the DeferredConsideration) whilst any of them individually or together hold between 30 percent. and 50 per cent. of the entire issued voting share capital of the Company.The Takeover Panel has agreed, subject to the approval on a poll by theShareholders of Resolution 1 set out in the Notice of EGM, to waive theobligation that would otherwise arise under Rule 9, resulting from the issue ofthe new Ordinary Shares pursuant to the Acquisition, for a general offer to bemade by the Concert Party for the balance of the issued Ordinary Shares notalready held by the Concert Party or its associates. Following the issue of the Deferred Consideration, the Concert Party will hold amaximum of 50.8 per cent. of the Enlarged Share Capital. Future dealings Following implementation of the Proposals (including the issue of the maximumnumber of new Ordinary Shares in respect of the Deferred Consideration), themembers of the Concert Party will between them hold more than 50 per cent. ofthe Company's voting share capital and (for so long as they continue to betreated as acting in concert) any further increase in that aggregateshareholding will not be subject to the provisions of Rule 9. However, the Panelshould be consulted before any individual member of the Concert Party increasestheir holding through 30 per cent. Lock-in and orderly market arrangements Each of the Vendors who is allotted 300,000 or more Consideration Shares hasundertaken to the Company (subject to certain limited exceptions includingtransfers to family members or to trustees for their benefit and irrevocableundertakings to accept or disposals by way of acceptance of a recommendedtakeover offer of the entire issued share capital of the Company) not to disposeof the New Ordinary Shares held by each of them following Admission at any timeprior to the first anniversary of Admission ("Lock-in Period"). Furthermore, pursuant to the terms of the Acquisition Agreement, each of suchVendors has also undertaken to the Company not to dispose of their new OrdinaryShares following the expiry of the Lock-in Period otherwise than through ArdenPartners for a further period of 12 months after the Lock-in Period (subject tocertain limited exceptions including transfers family members or to trustees fortheir benefit and irrevocable undertakings to accept or disposals by way ofacceptance of a recommended takeover of the entire issued share capital of theCompany). Sigma Technology Management Limited has also undertaken to the Company and ArdenPartners (subject to certain limited exceptions including transfers toassociated companies and irrevocable undertakings to accept or disposals by wayof acceptance of a recommended takeover of the entire issued share capital ofthe Company), not to, at any time prior to the first anniversary of Admission,dispose of its New Ordinary Shares otherwise than through Arden Partners forsuch time as it shall remain broker to the Company unless Arden Partnersprovides its consent. Extraordinary General Meeting The EGM to be held at 10.00 a.m. on 22 April 2005 at the offices of the Companyat 6th Floor, Bucklersbury House, 83 Cannon Street, London EC4N 8ST at which theResolutions will be proposed for the purposes of implementing the Proposals.At the EGM, Resolutions will be proposed: (a) as an ordinary resolution, to approve the Waiver (Resolution 1). This Resolution will be taken on a poll of independent Shareholders voting in person and by proxy at the EGM; (b) conditional upon the passing of Resolution 1 above, as an ordinary resolution, to approve the Acquisition (Resolution 2); and (c) as a special resolution (Resolution 3) to: (i) effect the Reorganisation; (ii) authorise the Directors to allot the Consideration Shares, up to 14,666,667 new Ordinary Shares as Deferred Consideration, the Sigma Shares and to grant the Arden Partners Option, and otherwise to allot relevant securities (as defined in Section 80 of the Act) up to an aggregate nominal amount of £120,500; (iii) empower the Directors, pursuant to section 95 of the Act, to disapply the statutory pre-emption rights of the shareholders in respect of the allotments referred to in paragraph (ii) above and pre-emptive offerings to shareholders and to otherwise allot equity securities (as defined in the Act) for cash on a non pre-emptive basis up to an aggregate nominal amount of £18,100; and (iv) change the name of the Company to Company Health Group plc. Recommendation The Directors who have been so advised by Arden Partners, consider theAcquisition and the Reorganisation to be in the best interests of the Companyand its Shareholders as a whole and accordingly unanimously recommendShareholders to vote in favour of the Resolutions to be proposed at the EGM asthey have irrevocably undertaken to do so in respect of their beneficialholdings amounting, in aggregate, to 4,870,902 Existing Ordinary Shares,representing approximately 6.8 per cent. of the existing issued share capital ofthe Company. In providing advice to the Directors, Arden Partners has taken intoaccount the commercial assessments of the Directors. ADMISSION STATISTICS Issue Price 7.5p Number of Existing Ordinary Shares in issue prior to the Acquisition 72,160,707 Equivalent number of new Ordinary Shares in issue prior to the Proposals 7,216,071 Number of Consideration Shares to be issued pursuant to theAcquisition 28,244,356 Number of new Ordinary Shares in issue following the Proposals and Admission 36,127,094 Market capitalisation of the Company at the Issue Price following Admission £2.71m EXPECTED TIMETABLE Latest time and date for receipt of Forms of Proxy 10.00 a.m. on Wednesday, 20 April 2005 Extraordinary General Meeting 10.00 a.m. on Friday, 22 April 2005 Record Date for the Reorganisation Friday, 22 April 2005 Admission and dealings in the New Ordinary Shares 8.00a.m. onexpected to commence on AIM Monday, 25 April 2005 Expected date for CREST stock accounts to be credited Monday, 25 April 2005with New Ordinary Shares in uncertificated form Expected date for posting of share certificates for By Friday, 6 May 2005New Ordinary Shares Appendix The following definitions apply throughout the announcement, unless the contextrequires otherwise: "Act" the Companies Act 1985 (as amended) "Acquisition" the acquisition by the Company of the entire issued share capital of DTC pursuant to the terms of the Acquisition Agreement "Acquisition the agreement dated 24 March 2005 and made between theAgreement" Company, R Gough and the Vendors relating to the Acquisition "Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules "AIM" the AIM Market operated by the London Stock Exchange "AIM Rules" the rules published by the London Stock Exchange governing admission to, and the operation of, AIM "Articles" the Articles of Association of the Company at the date of this document "Arden Partners" Arden Partners Limited, the Company's nominated adviser and broker (as defined in the AIM Rules) "Board" or the directors of the Company, at the date of this"Directors" announcement "City Code" the City Code on Takeovers and Mergers "Completion" completion of the Acquisition pursuant to the terms of the Acquisition Agreement "Concert Party" Ralph Gough, George Gonzalez, Michael Rogers, Molard Nominees SA and Sarnic Investments Limited "Consideration the 28,244,356 new ordinary shares of 1p each to be issuedShares" to the Vendors as initial consideration for the Acquisition "Deferred up to £1,100,000 payable by the Company to the VendorsConsideration" subject to the achievement of certain performance criteria and to be satisfied by the issue of up to 14,666,667 new Ordinary Shares at the Issue Price "Deferred Share" a deferred share of 24p in the capital of the Company, arising pursuant to the Reorganisation "Enlarged Group" the Company as enlarged by the Acquisition "Enlarged Share the issued ordinary share capital of the Company uponCapital" Admission "Existing Ordinary the existing issued ordinary shares of 2.5p each in theShares" capital of the Company as at the date of this document "GP" general practitioner "Initial the initial consideration of £2.12 million payable inConsideration" respect of the Acquisition and to be satisfied through the issue of the Consideration Shares to the Vendors "Issue Price" 7.5 pence "London Stock London Stock Exchange plcExchange" "New Ordinary the Consideration Shares, the Sigma Shares and the newShares" ordinary shares of 1p each in the capital of the Company arising pursuant to the Reorganisation "Official List" the Official List of the UKLA "Ordinary Shares" ordinary shares of 1p each in the capital of the Company following the Reorganisation "Proposals" the Acquisition, the Waiver, the Reorganisation and the proposed change of name of the Company "Proposed each of Ralph Gough, George Gonzalez and Michael RogersDirectors" "Reorganisation" the proposed reorganisation of the share capital of the Company as described in this announcement "Resolutions" the resolutions to be proposed at the EGM "Shareholders" holders of Existing Ordinary Shares "Takeover Panel" or The Panel on Takeovers and Mergers"Panel" "Vendors" the shareholders of DTC, each of whom is a party to the Acquisition Agreement "Waiver" the waiver of the obligations of Rule 9 of the City Code "Warrantors" Ralph Gough and George Gonzalez EndMarch 29th, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CHT.L