25th Jul 2006 07:01
Bombshell Limited25 July 2006 Not for release, publication or distribution, in whole or in part, in or intothe United States, Australia, Ireland, Canada or Japan BOMBSHELL LIMITED ANNOUNCES PROPOSALS TO MERGE WITH GLOBAL HEALTH PARTNER PLCAND RAISE £13.6 MILLION THROUGH A PLACING Highlights • Bombshell today announces proposals to merge with GHP PLC• GHP PLC will be a healthcare services firm, focused on specialised healthcare services, which will initially cover multi-disciplinary spine care and will broaden into other areas in the future• GHP PLC will own GHP AB and the majority of Stockholm Spine Center AB• Bombshell had cash of approximately £3.5 million as at 31 March 2006. Prior to the merger Bombshell plans to raise an additional £13.6 million (before expenses) via a placing to provide additional funds for the growth of the business• The transaction will provide GHP PLC with financial resources to expand the Group's operations both organically and through further acquisitions Lord Ashcroft, KCMG, Chairman of Bombshell Limited commented: "This transaction is the culmination of a range of discussions that followed theflotation of Bombshell in June 2005. The management of the Enlarged Group hashad considerable success in the healthcare sector previously and has identifiedopportunities in the healthcare market. We believe that this is an attractivetransaction for Bombshell shareholders." This summary should be read in conjunction with the full text of the announcement included below. For further information please contact: Cenkos Securities - 020 7397 8900Angela Entwistle, Bombshell - 020 7248 6700 BOMBSHELL LIMITED PROPOSALS TO MERGE WITH GLOBAL HEALTH PARTNER PLC, ACQUIRE BOTH GLOBAL HEALTHPARTNER AB AND A MAJORITY STAKE IN STOCKHOLM SPINE NYA HOLDING AB TO CREATE THEENLARGED GROUP AND RAISE £13.6 MILLION THROUGH A PLACING Introduction The Directors today announce that they have identified a merger with GHP PLC andthe acquisition of GHP AB and Spine Centre as an attractive investmentopportunity for Bombshell. Conditional agreements have been entered into to acquire GHP AB and Spine Centre(the "Acquisitions") and to combine these with the financial resources ofBombshell under a merged company, GHP PLC, and to seek admission of GHP PLC'sshares to AIM. GHP AB is a healthcare services company that has relationships with potentialservice-line practitioners and companies and is intended to provide managementresources for the Enlarged Group. Spine Centre is based at the Lowenstromska Hospital, outside Stockholm, andpredominantly carries out surgical operations performed on the vertebrae. GHP PLC will be a healthcare services firm, focused on specialised healthcareservices, which will initially cover multi-disciplinary spine care and willbroaden into other areas in the future. A circular to Bombshell Shareholders and an admission document prepared by GHPPLC in respect of Admission, which, together, provide full details of theproposals, are being despatched to Bombshell Shareholders shortly. The Merger It has been decided that the ultimate holding company of the Enlarged Groupshould be a public limited company incorporated in England and Wales. A newcompany, GHP PLC, has therefore been formed. It is proposed that Bombshell willmerge with GHP PLC under the laws of Belize. GHP will effect the Acquisitionsand is to seek admission of its shares to trading on AIM. GHP AB is a company owned by Per Batelson, Johan Wachtmeister and certainemployees and proposed employees of the Enlarged Group. Per Batelson and JohanWachtmeister have significant experience in the healthcare sector and are thedriving force behind these proposals. Per and Johan have identified the businesscarried out by Stockholm Spine Center AB which specialises in spinal surgery andrehabilitation services as an attractive investment opportunity; Johan is adirector of this company and is interested in 16.4 per cent. of the shares inthe company. The Acquisitions will be conditional on, inter alia, the Placingand the Merger. As at 31 March 2006, the date to which its financial results have been prepared,Bombshell had funds available for investment of approximately £3.5 million. Upon completion of the Acquisitions, GHP PLC is expected to have approximately38.5 million shares in issue which will be owned as to approximately 49.8 percent. by Bombshell Shareholders (of which Lord Ashcroft KCMG is expected to beinterested in approximately 37.9 per cent.), approximately 7.2 per cent. by thevendors of the 90.1 per cent. shareholding in Spine Centre (other than JohanWachtmeister and his related interests), approximately 17.9 per cent. by theexecutive Directors and 25.1 per cent. by senior management and third partyplacees (other than the executive Directors) and Cenkos. Terms of the Merger Prior to the Acquisitions, it is proposed that Bombshell will merge with GHPPLC, a newly incorporated public limited company, so that the Enlarged Group hasa holding company incorporated in England and Wales. The Merger will be effectedunder the IBCA on the terms and subject to the Merger plan having been submittedto the Registrar of International Business Companies of Belize and the issue bythe Registrar of a certificate that the Merger plan has been so registered.Shareholders will receive new GHP PLC shares on the basis of: one new GHP PLC share for each Bombshell Share held immediately prior to the Merger. It is anticipated that the Merger willbecome effective on or around 14 August 2006. The Merger Plan was approved by written resolution of the majority shareholderof Bombshell on 21 July 2006. It is intended that share certificates in respectof the GHP PLC Shares will be distributed or CREST accounts will be credited assoon after Admission as is practicable. Placing In order to increase the funds available to GHP PLC for the growth of theEnlarged Group, it is proposed to place 23,568,769 new Bombshell Shares. LordAshcroft, KCMG, through companies in which he has an interest, has agreed thatthose companies will subscribe for 9,865,471 new Bombshell Shares out of the23,568,769 new Bombshell Shares being placed. The balance of the BombshellShares will be placed with third parties (which include senior management of GHPPLC and some of the sellers of the interests being acquired by GHP PLC). HosarInternational Limited, a company in which Lord Ashcroft has an interest, hasagreed to underwrite this placing. It is intended that the Placing will raiseapproximately £13.6 million (before expenses) for the Enlarged Group. Information on GHP AB GHP AB is a healthcare services company that has developed relationships with,inter alia, potential service-line practitioners and companies in the areas ofspine surgery, dental implants and sports medicine in Scandinavia and elsewhere,and additionally with other specialist healthcare providers in these and otherspecialist service areas, such as bariatric surgery. It is intended that GHP ABwill provide management resources for the Enlarged Group to focus onacquisitions relating to, and organic growth of, service line businesses in thehealthcare sector. Information on Spine Centre Spine Centre is based at the Lowenstromska Hospital, outside Stockholm andoccupies approximately 3,000 square metres. Spine Centre has approximately 80 employees, including 7 full time surgeons, whoprovide elective, primarily degenerative, spine surgery and rehabilitationtreatment. Spine Centre carries out surgical operations performed on thevertebrae. Surgical intervention is increasing as techniques to deal with traumadamage and physical deformities are being developed which supplement techniquesthat support and strengthen the spinal column leading to better medicaloutcomes. Currently, there are approximately 6,000 spine surgeries performedannually in Sweden, of which approximately 30 per cent. are performed by privateproviders, with Spine Centre performing approximately 900 operations annually.Spine Centre offers a unique service in that it offers patients surgery,rehabilitation, psychiatry and physiotherapy under the same medical supervision.Spine Centre performs spinal surgery in four orthopaedic areas: spinal stenosis,disc hernia/slipped discs, spinal fusion and degenerative necks. For the year ended 31 December 2005, Spine Centre reported revenues of SEK86,107,000 (approximately £6.3 million), split as to SEK 67,010,000 for spinalsurgery and SEK 19,097,000 for spinal-related rehabilitation. Operating profitwas SEK 10,777,000 (approximately £0.8 million) and net profit for the year wasSEK 6,933,000 (approximately £0.5 million). Admission, dealings and certificates Application will be made for the admission of all the GHP PLC Shares to tradingon AIM. It is expected that Admission will take place on or around 16 August2006. As the Merger will be effected shortly after the Placing has been completed,Bombshell Shareholders participating in the Placing will not receive sharecertificates in respect of their entitlement to new Bombshell Shares. Uponcompletion of the Merger and following Admission, GHP PLC will either (i) issuenew share certificates of title; or (ii) in the case of Shareholders whoparticipated in the Bombshell Depositary Interest Programme, credit their CRESTaccounts; in either case so as to represent the GHP PLC Shares being issued toBombshell Shareholders pursuant to the Merger in exchange for their holding ofBombshell Shares on the date of the Merger on a one for one basis. GHP PLC Shares will rank pari passu in all respects with the existing issuedordinary shares of GHP PLC and will rank in full for all dividends or otherdistributions declared, made or paid on the ordinary shares of GHP PLC after theEffective Date. Additional information on Bombshell and Seashell At the time of admission of Bombshell to AIM in June 2005, the Directorsexplained that they were actively seeking investment opportunities forBombshell. It was stated at the time of admission that on identification ofsuitable investment opportunities, these would be offered to Seashell prior toBombshell until funds in Seashell at the time of admission had been invested. Asa result of this approach, Seashell is currently investigating several potentialinvestment opportunities, which may lead to an investment in the future. Definitions In this announcement, unless the context requires otherwise, defined terms shallhave the meaning given to them below: Acquisitions the acquisition of Global Health Partner Swe AB and 90.1 per cent. of Stockholm Spine Nya Holding ABAdmission admission of all of the GHP PLC Shares to trading on AIMBombshell Bombshell Limited, an international business company incorporated in Belize under the IBCA with registered number 36,340Bombshell Shareholders holders of Bombshell SharesBombshell Shares ordinary shares of 50 pence each in the capital of BombshellCenkos Cenkos Securities Limited, which is regulated in the United Kingdom by the Financial Services AuthorityCREST the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which CRESTCo Limited is the Operator (as defined in those Regulations)Directors or Board the directors of GHP PLCEnlarged Group GHP PLC and its subsidiaries and associated companies following completion of the Merger and the Acquisitions and, as the context may require, any subsidiaries or businesses it may acquire following AdmissionGHP AB Global Health Partner Swe AB a company incorporated in Sweden with registered number 556694 4178GHP PLC Global Health Partner PLC, a company incorporated in England and Wales with registered number 5859431GHP PLC Shares ordinary shares of 50 pence each in the capital of GHP PLC issued or to be issued pursuant to the Merger and the AcquisitionsIBCA the International Business Companies Act, 1990 of BelizeMerger the merger of Bombshell and GHP PLC pursuant to Part VII of the IBCAPlacing the placing by Bombshell of 23,568,769 Bombshell Shares with placeesSeashell Seashell II Limited, an international business company incorporated in Belize under the IBCA with registered number 37,074Spine Centre the business carried on by Stockholm Spine Center AB, (which, prior to acquisition, will become a subsidiary of Stockholm Spine Nya Holding AB) and its associated company which comprises the provision of spine surgery and rehabilitation services Cenkos Securities Limited which is regulated in the United Kingdom by theFinancial Services Authority, is acting as nominated adviser to GHP PLC inrelation to the AIM Admission and is not acting for any other persons and willnot be responsible to such persons for providing protections afforded tocustomers of Cenkos Securities Limited or advising them on the contents of thisdocument or any matter referred to in it. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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