26th Oct 2006 08:10
Synergy Healthcare PLC26 October 2006 Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia, South Africa or Japan or any otherjurisdiction where it would be unlawful to do so. 26 October 2006 OFFER BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCARE PLC ("SYNERGY" OR "SYNERGY HEALTHCARE") FOR ISOTRON PLC ("ISOTRON") Summary • The board of Synergy Healthcare announces the terms of a share offer, with cash alternative, to be made by Brewin Dolphin, on behalf of Synergy Healthcare, for the entire issued and to be issued share capital of Isotron. • The Offer will be 1.0973 Synergy Healthcare Shares for every Isotron Share with a cash alternative of 700p in cash for every Isotron Share. • The Offer values each Isotron Share at approximately 762.6p and the existing issued share capital of Isotron at approximately £164.1 million based on the value of a Synergy Share at the Closing Price on 25 October 2006, being the last Business Day prior to this announcement. • Irrevocable undertakings have been received by Synergy Healthcare from AXA Framlington Investment Management Limited in respect of 3,934,649 Isotron Shares, from Newton Investment Management Limited in respect of 891,322 Isotron Shares, Unicorn Asset Management Limited in respect of 487,677 Isotron Shares, Henderson Global Investors Limited in respect of 472,801 Isotron Shares and Credit Suisse Asset Management Limited in respect of 246,640 Isotron Shares. These undertakings will cease to be binding in certain circumstances of a higher competing offer. • In addition, Synergy Healthcare has received written confirmation of the current intention to accept the Offer from Invesco Asset Management in respect of 1,140,507 Isotron Shares. • Accordingly, Synergy Healthcare has received undertakings or expressions of intent in respect of, in aggregate, 7,173,596 Isotron Shares, representing approximately 33.3 per cent of Isotron's issued share capital. • The Offer represents: • a premium of approximately 23 per cent to the average Closing Price of 620.6p per Isotron Share for the three months ended 25 October 2006, being the last Business Day prior to this announcement; • a premium of approximately 11.3 per cent to the closing price of 685p per Isotron Share on 24 October 2006, being the last Business Day prior to Isotron's announcement that it had received an approach; and • a premium of approximately 2.2 per cent to the Closing Price of 746.5p per Isotron Share on 25 October 2006, being the last Business Day prior to this announcement. • Synergy is a leading provider of outsourced healthcare support and sterilisation services within the UK, the Netherlands and Northern Germany. Synergy is committed to reducing risks in the healthcare sector through delivering high standards of service that improve clinical outcomes and patient safety. The directors of Synergy believe that there are significant opportunities in these markets. • Isotron is one of Europe's leading providers of contract sterilisation services. Through a network of 17 sites in eight countries across Europe, Asia and South Africa, Isotron provides outsourced sterilisation services primarily to healthcare manufacturers together with microbiological validation services and a small healthcare diagnostics business. • The Offer is conditional upon, inter alia, the approval by Synergy Healthcare Shareholders of the Resolutions at an Extraordinary General Meeting of Synergy Healthcare, further details of which will be set out in a Circular to Synergy Healthcare Shareholders in due course. Commenting on the Offer; Richard Steeves, Chief Executive of Synergy Healthcare said: "I believe this is a tremendous opportunity for existing Synergy Shareholdersand those Isotron Shareholders who accept Synergy Shares in the Offer to benefitfrom the complementary strengths of two leading healthcare enterprises. Ibelieve that the application of Synergy's proven expertise in innovatinghealthcare services to this acquisition will create substantial new servicesbased on the combined skills of both groups in sterilisation and relatedservices for the healthcare market. We encourage Isotron Shareholders to supportus in our view of the exciting prospects for the Enlarged Group and to acceptSynergy Shares in the Offer to enable them to share in the value we believe wecan deliver." EnquiriesSynergy Healthcare plc 01332 387 100Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser to Synergy Healthcare)Mark BradyMatt DavisAndrew Emmott Buchanan 020 7466 5000(PR adviser to Synergy Healthcare)Tim AndersonMark Court This summary should be read in conjunction with the full text of the attachedannouncement. Appendix II to the attached announcement contains definitions of certainexpressions used in this summary. This announcement does not constitute or form part of, an offer or invitation topurchase or subscribe for any securities. The Offer will be made solely by meansof the Offer Document and the Form of Acceptance accompanying the OfferDocument, which will contain the full terms and conditions of the Offerincluding details of how it may be accepted. The full text of the conditions and further terms of the Offer set out inAppendix I form part of and should be read in conjunction with thisannouncement. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Offer and will not regard any other person as its client norbe responsible to anyone other than Synergy Healthcare for providing theprotections afforded to clients of Brewin Dolphin nor for providing advice inrelation to the Offer or any matter referred to in this announcement. BrewinDolphin is authorised and regulated by the Financial Services Authority. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes"interested" (directly or indirectly) in one per cent or more of any class of"relevant securities" of Isotron, all "dealings" in any relevant securities ofthe relevant company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30p.m. on the Business Day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofIsotron, they will be deemed to be a single person for the purpose of Rule 8.3of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Isotron by Synergy Healthcare or Isotron, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon on the Business Day following the date of the relevanttransaction. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7382 9026, fax +44 20 7236 7005. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can also be found on the Panel's website. The availability of the Offer to Isotron Shareholders who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves about, and observe, applicable legal or regulatoryrequirements of their jurisdiction. The Offer will not be made, directly or indirectly, in or into, or by use of themails, or by any means or instrumentality (including, without limitation, telex,facsimile transmission, telephone, internet or other forms of electroniccommunication) of interstate or foreign commerce of, or by any facilities of anational securities exchange of, the United States, Canada, Australia, SouthAfrica or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction and the Offer cannot beaccepted by any such use, means or instrumentality or otherwise from or withinthe United States, Canada, Australia, South Africa or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. Accordingly, copies of this announcement are not being, andmust not be, mailed or otherwise forwarded, distributed or sent in or into orfrom any such jurisdiction. The directors of Synergy accept responsibility for the information contained inthis announcement, other than that relating to Isotron which has been compiledfrom published sources and in respect of which the only responsibility acceptedby the directors of Synergy is for correctness and fairness of the reproductionand presentation of such information. To the best of the knowledge and belief ofthe directors of Synergy (who have taken all reasonable care to ensure that suchis the case), the information contained in this document for which they takeresponsibility is in accordance with the fact and does not omit anything likelyto affect the impact of such information. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia, South Africa or Japan or any otherjurisdiction where it would be unlawful to do so. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia, South Africa or Japan or any otherjurisdiction where it would be unlawful to do so. 26 October 2006 OFFER BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCARE PLC FOR ISOTRON PLC 1. Introduction The board of Synergy Healthcare today announces the terms of the Offer to bemade by Brewin Dolphin on behalf of Synergy Healthcare, to acquire the whole ofthe issued and to be issued share capital of Isotron. The formal Offer will be set out in the Offer Document, which is expected todespatched to Isotron Shareholders shortly. 2. The Offer The Offer, which will be subject to the conditions and further terms of theOffer set out in Appendix I to this announcement and set out or referred to inthe Offer Document and the Form of Acceptance, will be made on the followingbasis: for each Isotron Share 1.0973 New Synergy Shares The Offer values each Isotron Share at approximately 762.6p and the existingissued share capital of Isotron at approximately £164.1 million based on thevalue of a Synergy Share at the Closing Price on 25 October 2006, being the lastBusiness Day prior to this announcement. A Cash Alternative, in lieu of some or all of the New Synergy Shares, will alsobe offered on the following basis: for each Isotron Share 700p in cash The Offer represents: • a premium of approximately 23 per cent to the average Closing Price of 620.6p per Isotron Share for the three months ended 25 October 2006, being the last Business Day prior to this announcement. • a premium of approximately 11.3 per cent to the closing price of 685p per Isotron Share on 24 October 2006, being the last Business Day prior to Isotron's announcement that it had received an approach; • a premium of approximately 2.2 per cent to the Closing Price of 746.5p per Isotron Share on 25 October 2006, being the last Business Day prior to this announcement; and New Synergy Shares issued in the Offer will rank pari passu with existingSynergy Shares in respect of all dividends made, paid or declared from the timethey are issued and allotted. The Isotron Shares will be acquired under the Offer fully paid and free from allliens, equities, charges, encumbrances and other interests and together with allrights attaching to them after 26 October 2006 (the day of the announcement ofthe Offer), including the right to receive all dividends (if any) declared, madeor paid thereafter. The Offer is made on a "cum dividend" basis. If a dividend or other distributionwas proposed, made or payable by Isotron in respect of an Isotron Share as at 26October 2006 (including the final dividend of 7.33p announced on 15 September2006) or became or will become so proposed, declared, made or payablesubsequently, the price payable under the Offer in respect of that Isotron Sharewill be reduced by the amount of such dividend and/or distribution exceptinsofar as the Isotron Share is or will be transferred pursuant to the Offer ona basis which entitles Synergy Healthcare alone to receive the dividend ordistribution directly from Isotron and to retain it. The Offer will be subject to the conditions and further terms set out inAppendix I of this announcement and in the Offer Document which will be postedto Isotron Shareholders shortly. The Offer can only become effective if allconditions to the Offer have been satisfied or waived. 3. Irrevocable undertakings Synergy Healthcare has received irrevocable undertakings to accept (or procurethe acceptance of) the Offer from AXA Framlington Investment Management Limitedin respect of 3,934,649 Isotron Shares, from Newton Investment ManagementLimited in respect of 891,322 Isotron Shares, Unicorn Asset Management Limitedin respect of 487,677 Isotron Shares, and Henderson Global Investors Limited inrespect of 472,801 Isotron Shares. These irrevocable undertakings will cease tobe binding only if the Offer lapses or is withdrawn or in the event that acompeting offer for Isotron is made which values an Isotron Share at more than10 per cent higher than the Offer. In addition, Synergy Healthcare has received an irrevocable undertaking toaccept (or procure the acceptance of) the Offer from Credit Suisse AssetManagement Limited in respect of 246,640 Isotron Shares. This irrevocableundertaking will cease to be binding only if the Offer lapses or is withdrawn orin the event that a competing offer for Isotron is made which values an IsotronShare at more than 800p and Synergy Healthcare does not increase its offer to atleast match such competing offer. In addition, Synergy Healthcare has received written confirmation of the currentintention to accept the Offer from Invesco Asset Management in respect of1,140,507 Isotron Shares. Accordingly, Synergy Healthcare has received irrevocable undertakings in respectof, in aggregate, 6,033,089 Isotron Shares, representing approximately 28.04 percent of Isotron's issued share capital, and confirmation of the currentintention to accept the Offer in respect of, in aggregate, 1,140,507 IsotronShares, representing approximately 5.3 per cent of Isotron's issued sharecapital. 4. Background to and reasons for the Offer Synergy is a leading provider of outsourced healthcare support services withinthe UK, the Netherlands and Northern Germany. The Company is committed toreducing risks in the healthcare sector through delivering high standards ofservice, to improve clinical outcomes and patient safety. The Directors believethat there are significant opportunities in these markets. Isotron is one of Europe's leading providers of contract sterilisation services.Through a network of 17 sites in eight countries across Europe, Asia and SouthAfrica, Isotron provides outsourced sterilisation services primarily tohealthcare manufacturers together with microbiological validation services and asmall healthcare diagnostics business. In addition Isotron provides radiationservices for enhancing the performance of polymers and other technical products.Products sterilised by Isotron's medical business range from relatively low costsurgical drapes and gowns through to high value operating theatre packs, andorthopaedic and cardiovascular implants. Approximately 70 per cent of Isotron'sactivities are in the healthcare sector with a further 20 per cent in biologicalsterilisation for the food and cosmetic industries. The Directors believe that the combination of Synergy and Isotron offers anopportunity for increased growth and shareholder value through businessexpansion opportunities and the application of Synergy's business model. Theprimary growth opportunities are the geographic expansion of Synergy's directhospital sterilisation services, the extension of Isotron's validation servicesto healthcare providers and the development of outsourced diagnostics servicesfor hospitals. In the Directors' opinion these new services represent anexciting growth opportunity for the Enlarged Group. Synergy has a proven model for providing outsourced sterilisation services tohealthcare providers. Isotron has an established presence, management andoperating infrastructure, and reputation in Europe, Asia and South Africa. TheDirectors believe that Isotron has a strong reputation in the field of contractsterilisation services which has been further enhanced by the provision ofeducational programmes on sterilisation and the regulatory environment formedical device manufacturers and healthcare practitioners. The regulatory regimefor sterilisation is the same for both companies. The Directors believe that thewider geographic network of Isotron together with its sterilisation expertisewill enable Synergy to accelerate its geographic expansion plans. Isotron has considerable expertise in validation services and which theDirectors consider could be developed within Synergy's Patient Care strategy toassist hospitals with improved microbiological surveillance as part of a widerinfection control system to help reduce healthcare acquired infections. Isotron also has a diagnostics business which Synergy believes could be extendedto wider hospital pathology services. In the UK, the NHS has been progressingplans that consider outsourcing hospital pathology services and the EnlargedGroup would be well placed to take advantage of this development. Synergy has always aimed to achieve cost and service leadership in its marketsand the Directors believe the results of this are borne out by its track recordof earnings and share price growth. The Directors believe there will beopportunities to apply Synergy's proven management approach to Isotron'sexisting business, to achieve higher growth than currently expected, for thebenefit of all Synergy Shareholders post-acquisition. Synergy has successfullymanaged to deliver such growth from each of its acquisitions since flotation. Synergy's share price growth has consistently outperformed Isotron's since itsflotation on 20 August 2001, with a compound annual growth rate between 20August 2001 and 25 October 2006 of 38.6 per cent compared with a compound annualgrowth rate of 20.3 per cent experienced by Isotron over the same period. The Directors believe that the combination of the two businesses has a strongcommercial rationale and expect it to have an accretive effect on Synergy'searnings per share in the first full year following completion of the Offer(1). Note (1) This statement does not constitute a profit forecast nor should it beinterpreted to mean that future earnings per share of Synergy Healthcarefollowing the Offer becoming or being declared unconditional in all respectswill necessarily match or exceed historical earnings per share of SynergyHealthcare. 5. Information relating to Synergy Healthcare Synergy Healthcare is a leading provider of outsourced healthcare supportservices. Synergy's services are aimed at reducing operational risks forhealthcare providers, maintaining high quality standards and promoting theachievement of efficiency targets. Synergy currently operates three businesses: Surgical Support Services, PatientCare Services and Managed Equipment Services. The business operates throughoutthe United Kingdom, the Netherlands and Northern Germany. The Surgical Support business provides a range of support services to theoperating theatre, the largest of which is the provision of sterilisationservices for surgical instruments. In the UK, Synergy is the largest privatesector provider of sterilisation services to the NHS. In addition the businessprovides wider support services including products and services to manageinfection risks and capacity utilisation of operating theatres. Synergy'ssurgical support services are widely used by Independent Sector TreatmentCentres as well as the NHS. The Patient Care business provides a range of support services to acute, primarycare and nursing home facilities that help to improve the quality of patientcare. The division works with its customers to improve the patient environment,improve patient perception of the care facility and reduce operational risks.The range of services includes continence care, linen management, infectioncontrol and wound care programmes. Managed Equipment Services provide a fully managed maintenance, repair andcalibration services for equipment used in acute and primary care facilities. Headquartered in Derby, Synergy employs approximately 2,500 people across the UKand the Netherlands. From its initial start in late 1991 as an assembler of surgical procedure packs,the business has developed into a substantial healthcare support servicescompany. The compound annual growth rate in turnover over the last five yearshas been 74 per cent. The Company continues to develop its range of servicesenabling its customers to benefit from improved risk management and efficiency. Synergy's shares commenced trading on the Alternative Investment Market of theLondon Stock Exchange in August 2001. Summary financial information on Synergy Healthcare for the three years ended 2April 2006, extracted without material adjustment from the Equivalent Documentwhich will be posted to Synergy and Isotron Shareholders in due course, is setout below: 2006 2005 2004 £'000 £'000 £'000Turnover 116,862 71,891 32,418Operating profit 11,038 9,065 3,842Profit before tax 10,547 8,921 3,888Net assets 76,048 69,211 25,700Net cash inflow from operating activities 25,432 21,063 6,927Basic earnings per share 20.40p 18.26p 11.91pDividend per share 7.0p 6.0p 3.8p The market capitalisation of Synergy Healthcare based on the Closing Price of aSynergy Healthcare Share on 25 October 2006 (being 695p) is £257.7 million. On 11 October 2006, Synergy Healthcare released a trading statement that said: "Synergy Healthcare plc (AIM:SYR), a leading provider of outsourced medicalsupport services, is pleased to provide an update prior to the release of itsresults for the six months ended 1 October 2006. Trading during the first half of the year, in both the UK and Europe, has gonewell and the Company has continued to perform ahead of management'sexpectations. Patient Care, which includes the former Shiloh business, generated good growthin the UK and Holland. Operating margins have continued to improve ahead of planreducing the dilutive effect of the Shiloh acquisition from August 2005.Progress has also been made with the introduction of the Patient Care strategyin the Netherlands helping to widen the available markets for the infectioncontrol, wound care and continence care businesses acquired with Shiloh. UK and Dutch Surgical businesses have operated in line with plan in the firsthalf. The new super centre in East London serving the Barts and the London NHSTrust is performing well. The new service at the Academic Medical Centre (AMC)in Amsterdam, which is one of the largest teaching hospitals in the Netherlands,began on 1 August and is also performing very well. Much of the management'sefforts continue to be directed towards bidding for national decontamination andsterile services contracts where Synergy is progressing two projects tofinancial close and bidding on a large number of other projects where it hasbeen short listed. The bid pipeline remains active with a large number of new businessopportunities in both the Patient Care and Surgical businesses. In the UK theHealthcare Commission begins auditing sterilisation services with the fulleffect of new quality standards coming into force from April 2007. This is animportant date for decontamination and sterilisation service providers in the UKand in the run up Synergy is seeing a significant increase in bidding activitywithin both the private and public sectors, and has been successful in securinga number of important new projects in the private sector in particular. In theNetherlands a number of discussions are underway following the successful launchof the AMC service in Amsterdam. Within Patient Care the linen managementbusiness has increased its market share by approximately 2 per cent in the UKfollowing the start of new contracts, and expects to continue to make furtherprogress as the NHS continues to outsource additional work. Patient Care hasalso received its first orders for the US market where new export opportunitieshave been sought. Increasingly Synergy is looking to expand its operations geographically. Theexpansion of sterilisation services in the Netherlands, and the expansion ofPatient Care's export opportunities demonstrate this resolve. We look forward toreporting progress when the interim results are released on 14 November." 6. Information relating to Isotron Isotron is one of Europe's leading providers of contract sterilisation services.Through a network of 17 sites in eight countries across Europe, Asia and SouthAfrica, Isotron provides outsourced sterilisation services primarily tohealthcare manufacturers together with microbiological validation services and asmall healthcare diagnostics business. In addition Isotron provides radiationservices for enhancing the performance of polymers and other technical products.Products sterilised by Isotron's medical business range from relatively low costsurgical drapes and gowns through to high value operating theatre packs,orthopaedic and cardiovascular implants. Approximately 70 per cent of Isotron'sactivities are in the healthcare sector with a further 20 per cent in biologicalsterilisation for the food and cosmetic industries. Summary financial information on Isotron for the three years ended 30 June 2006,is set out below: 2006 2005 2004 £'000 £'000 £'000Turnover 45,595 39,588 36,076Operating profit 11,922 10,993 8,952Profit before tax 11,103 10,144 7,898Net assets 71,782 63,858 56,637Net cash inflow from operating activities 17,862 17,729 14,759Basic earnings per share 40.1p 37.0p 26.9pDividend per share 11.63p 10.57p 9.60p Note: Financial information above is extracted for the years ended 30 June 2006and 30 June 2005 from the preliminary results for the year ended 30 June 2006which were prepared under IFRS and announced on 15 September 2006 and for theyear ended 30 June 2004 from the report and accounts for that year which wereprepared under UK GAAP. The market capitalisation of Isotron based on the Closing Price of an IsotronShare on 25 October 2006 (being 746.5p) is £160.6 million. 7. Prospects for the Enlarged Group The Synergy Board is confident in the prospects for the Enlarged Group andbelieves that, as a result of access to new geographic markets created throughthe Offer and the expected trading synergies, the Enlarged Group should be wellpositioned to deliver improvements in business growth and performance. Further financial and other information relating to Synergy Healthcare and theNew Synergy Shares and the effect of full acceptance of the Offer upon SynergyHealthcare's assets, profits and business will be set out in the EquivalentDocument which will be posted to Isotron Shareholders in due course. 8. Synergy Board and management The members of the Synergy Healthcare Board will continue to be responsible fortheir respective functions in the Enlarged Group. 9. Consents and meeting The Offer is conditional upon the passing by Synergy Shareholders of theResolutions to be proposed at the Extraordinary General Meeting. SynergyShareholders will be asked for authority to increase the authorised sharecapital of Synergy to the extent necessary to implement the Offer and to grantthe requisite allotment authority to the Synergy Directors. 10. Financing the Offer Full acceptance of the Offer would result in a maximum cash consideration ofapproximately £150.6 million being payable by Synergy Healthcare to IsotronShareholders and will be funded by new bank facilities provided by Bank ofScotland. Brewin Dolphin is satisfied that sufficient resources are available toSynergy Healthcare to satisfy full acceptance of the Offer. 11. Isotron management and employees Synergy Healthcare recognises the expertise and reputation of the employees andexisting management team of Isotron, and the success they have achieved withIsotron's business to date. The Directors anticipate the management andemployees of Isotron will play a major part in the successful integration andcontinued development of Isotron and Synergy Healthcare so as to deliverenhanced value for the shareholders in the Enlarged Group. Following the Offer becoming or being declared unconditional in all respects,the existing employment rights of the employees of Isotron will be safeguarded. 12. Isotron Share Option Schemes The Offer extends to any Isotron Shares which are unconditionally allotted orissued whilst the Offer remains open for acceptance (or such earlier date asSynergy Healthcare may, subject to the City Code, decide) as a result of theexercise of options granted under the Isotron Share Option Schemes. If the Offerbecomes or is declared unconditional in all respects, appropriate proposals willbe made to holders of options under the Isotron Share Option Schemes. 13. Disclosure of interests in Isotron Save for shares held by persons who have given irrevocable undertakings toaccept the Offer as referred to paragraph 3 above and the 40,805 Isotron Sharesowned or controlled by Brewin Dolphin Securities on behalf of discretionaryclients, neither Synergy Healthcare, nor any director of Synergy Healthcare,nor, so far as the directors of Synergy Healthcare are aware, any person actingin concert with Synergy Healthcare, is interested in or has any rights tosubscribe for any Isotron Shares nor does any such person have any arrangementin relation to Isotron Shares. For these purposes, 'arrangement' includes anyagreement to sell or any delivery obligation or right to require another personto purchase or take delivery and borrowing or lending of Isotron Shares. An'arrangement' also includes any indemnity or option arrangement, any agreementor understanding, formal or informal, of whatever nature, relating to IsotronShares which may be an inducement to deal or refrain from dealing in suchsecurities. 'Interest' includes any long economic exposure, whether conditionalor absolute, to changes in the price of securities and a person is treated ashaving an 'interest' by virtue of the ownership or control of securities, or byvirtue of any option in respect of, or derivative referenced to, securities. 14. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes"interested" (directly or indirectly) in one per cent or more of any class of"relevant securities" of Isotron, all "dealings" in any relevant securities ofthe relevant company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30p.m. on the Business Day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofIsotron, they will be deemed to be a single person for the purpose of Rule 8.3of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Isotron by Synergy Healthcare or Isotron, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon on the Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 15. Admission to trading on AIM and dealings in New Synergy Shares Application will be made to the London Stock Exchange for the New Synergy Sharesto be issued in connection with the Offer to be admitted to trading on AIM. Itis expected that Admission will become effective and that dealings will commencein the New Synergy Shares on or around the fifth Business Day following the dayon which the Offer becomes or is declared unconditional in all respects (saveonly for Admission of such shares becoming effective). 16. Compulsory acquisition and de-listing If Synergy Healthcare receives acceptances under the Offer in respect of, and/orotherwise acquires, 90 per cent or more of the Isotron Shares to which the Offerrelates and the Offer becomes or is declared unconditional in all respects,Synergy Healthcare intends to exercise its rights pursuant to the provisions ofSchedule 2 of the Takeovers Directive to acquire compulsorily any remainingIsotron Shares following the Offer becoming or being declared unconditional inall respects. When the Offer becomes or is declared unconditional in all respects, and subjectthereto, Synergy Healthcare intends to procure the making of an application byIsotron to the UK Listing Authority for cancellation of the listing of IsotronShares on the Official List and for the cancellation of the admission to tradingof Isotron Shares on the London Stock Exchange's market for listed securities. Anotice period of not less than 20 Business Days prior to the cancellation oflisting and trading will take effect either (i) on Synergy Healthcare having byvirtue of its shareholdings in Isotron and acceptances of the Offer acquired oragreed to acquire Isotron Shares carrying 75 per cent of the voting rights inIsotron or (ii) on the first date of issue of the compulsory acquisition noticesunder paragraph 2 of Schedule 2 of the Takeovers Directive. The cancellation of the listing will significantly reduce the liquidity andmarketability of any Isotron Shares not assented to the Offer and their valuemay be affected in consequence. 17. General The Offer Document, the Equivalent Document and the Form of Acceptance will beposted to Isotron Shareholders as soon as practicable and, in any event, within28 days of this Announcement, other than in relation to a RestrictedJurisdiction. Appendix I sets out the conditions and certain further terms of the Offer.Certain terms used in this announcement are defined in Appendix II to thisannouncement. EnquiriesSynergy Healthcare plc 01332 387 100Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser to Synergy Healthcare)Mark BradyMatt DavisAndrew Emmott Buchanan 020 7466 5000(PR adviser to Synergy Healthcare)Tim AndersonMark Court APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER The Offer will be subject to the following conditions:(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 pm on the first closing date of the Offer (or such later time(s) and/or date(s) as Synergy may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent (or such lesser percentage as Synergy may decide) of the Isotron Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless Synergy and/or its wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly, Isotron Shares carrying, in aggregate, over 50 per cent of the voting rights then normally exercisable at general meetings of Isotron on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) the expression "Isotron shares to which the Offer relates" shall be construed in accordance with Schedule 2 of the Takeovers Directive; (ii) Isotron Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue and; (iii) shares that cease to be held in treasury are Isotron Shares to which the Offer relates;(b) the London Stock Exchange announcing its decision to admit to trading on AIM the new Synergy Shares to be issued pursuant to the Offer (subject only to allotment), and such admission becoming effective in accordance with the AIM Rules;(c) the passing at an Extraordinary General Meeting (or at any adjournment thereof) of Synergy of any resolution or resolutions which are necessary or, in the opinion of Synergy, desirable to approve, fund, effect and implement the Offer and the acquisition of Isotron and of any Isotron Shares;(d) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might: (i) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any Isotron shares by Synergy or any matters arising there from; (ii) result in a delay in the ability of Synergy, or render Synergy unable, to acquire some or all of the Isotron shares; (iii) require, prevent, delay or affect the divestiture by any member of the Wider Synergy Group or of the Wider Isotron Group of all or any portion of their businesses, assets or property or of any Isotron Shares or other securities in Isotron or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof; (iv) impose any limitation on the ability of any member of the Wider Synergy Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Isotron shares (whether acquired pursuant to the Offer or otherwise); (v) require any member of the Wider Synergy Group or the Wider Isotron Group to offer to acquire any shares or other securities or rights thereover in any member of the Wider Isotron Group owned by any third party (save as required by law or pursuant to the Offer); (vi) make the Offer or its implementation or the proposed acquisition of Isotron or any member of the Wider Isotron Group or of any Isotron shares or any other shares or securities in, or control of, Isotron, illegal, void or unenforceable in or under the laws of any jurisdiction; (vii) impose any limitation on the ability of any member of the Wider Synergy Group or the Wider Isotron Group to co-ordinate its business, or any part of it, with the business of any other member of the Wider Synergy Group or the Wider Isotron Group; (viii) result in any member of the Wider Synergy Group or Wider Isotron Group ceasing to be able to carry on business in a manner in which it presently does so; or (ix) otherwise adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Synergy Group or the Wider Isotron Group or the exercise of rights of shares of any company in the Isotron Group, and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;(e) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by Synergy for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Isotron or any member of the Wider Isotron Group by any member of the Wider Synergy Group or the carrying on of the business of any member of the Wider Isotron Group or the Wider Synergy Group or any matters arising there from being obtained in terms satisfactory to Synergy from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the Wider Isotron Group or the Wider Synergy Group has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Isotron by Synergy or of any Isotron Shares or any matters arising there from having been complied with;(f) appropriate assurances being received, in terms satisfactory to Synergy, from the Relevant Authorities or any party with whom any member of the Wider Isotron Group has any contractual or other relationship that the interests held by any member of the Wider Isotron Group under licences, leases, consents, permits and other rights will not be adversely amended or otherwise affected by the Offer or the proposed acquisition of Isotron or any matters arising there from, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or amend any of the same;(g) there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Isotron Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Offer or the acquisition of Isotron or because of a change in the control or management of Isotron or any member of the Isotron Group or any matters arising there from or otherwise, could or might have the result that: (i) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Isotron Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Isotron Group to borrow moneys or incur indebtedness is withdrawn, inhibited or adversely affected; (ii) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any member of the Wider Isotron Group or any such security (whenever arising) becomes enforceable; (iii) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Isotron Group therein, is terminated or adversely modified or affected or any action is taken or obligation or liability arises there under; (iv) the value of any member of the Wider Isotron Group or its financial or trading position is prejudiced or adversely affected; (v) any material asset or, other than in the ordinary course of business, any asset of the Wider Isotron Group being or falling to be charged or disposed of; (vi) the rights, liabilities, obligations or interests or business of any member of the Wider Isotron Group in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected in a manner that is material to the Isotron Group taken as a whole; (vii) any material liability (actual, contingent or otherwise) is created or accelerated; (viii) any third party receiving additional or enhanced rights with respect to the intellectual property of the Wider Isotron Group; or (ix) any member of the Wider Isotron Group ceases to be able to carry on business under any name under which it currently does so;(h) since 30 June 2006 (being the date to which the latest published audited report and accounts of Isotron were made up) or save as announced publicly and in each case delivered to a Regulatory Information Service (as defined in the Listing Rules) prior to the date of this announcement, no member of the Isotron Group having: (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (ii) sold or transferred or agreed to sell or transfer any Treasury Shares; (iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to Isotron or wholly-owned subsidiaries of Isotron; (iv) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital (other than pursuant to this offer document); (v) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability; (vi) disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so; (vii) entered into or varied or proposed to enter into or vary any material contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business or announced any intention to do so; (viii) entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Isotron; (ix) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; (x) waived or compromised any material claim other than in the ordinary course of business; (xi) (i) taken any action with respect to, adopt, enter into, terminate or amend any severance, change in control, retirement, retention, welfare, incentive or similar agreement, arrangement or benefit plan for the benefit or welfare of any current or former director, officer, employee or consultant or any collective bargaining agreement, (ii) increased in any respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant, (iii) amended or accelerated the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted stock awards, (iv) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any benefit plans or agreements or awards made there under; (xii) made any amendment to its memorandum or articles of association or other incorporation documents; (xiii) made or agreed or consented to: (A) any significant change to: (I) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or (II) the benefits which accrue or to the pensions which are payable there under; or (III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or (IV) the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or (B) any change to the trustees including the appointment of a trust corporation in respect of any pension scheme(s) established for its directors, employees or their dependents; (xiv) entered into any contract, transaction or arrangement which is or may be restrictive on the business of any member of the Wider Isotron Group or the Wider Synergy Group; (xv) entered into or joined any group, organization or consortium whereby Isotron is obligated to provide resources or intellectual property or other assets; (xvi) entered into (I) any license to a third party providing rights to the Wider Isotron Group's source code; (II) any license of any patent owned or co-owned by the Wider Isotron Group, (III) any licence providing for exclusive rights with respect to any intellectual property of the Wider Isotron Group; (xvii) entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (g); and (xviii) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;(i) since 30 June 2006 or save as announced publicly and in each case delivered to a Regulatory Information Service (as defined in the Listing Rules) prior to the date of this announcement: (i) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Isotron Group or to which any member of the Wider Isotron Group is or may become a party (whether as plaintiff, defendant or otherwise); (ii) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider Isotron Group; (iii) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Isotron Group which is necessary for the proper carrying on of its business; (iv) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; (v) no material liability (actual, contingent or otherwise) having arisen; (vi) the Wider Isotron Group has not made or agreed to make capital expenditure exceeding in aggregate £50,000;(j) Synergy not having discovered that: (i) any business, financial or other information concerning any member of the Isotron Group disclosed, publicly or otherwise at any time to Synergy, by or on behalf of any member of the Isotron Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading; or (ii) any member of the Wider Isotron Group is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Isotron for the financial year ended 30 June 2006;(k) Synergy not having discovered that: (i) any past or present member of the Wider Isotron Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Isotron Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Isotron Group; (ii) there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Isotron Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise; (iii) that circumstances exist (whether as a result of the making of the Offer or otherwise) which might lead to any Relevant Authority instituting or any member of the Wider Isotron Group or the Wider Synergy Group might be required to institute, an environmental audit or take any other steps which in any such case might result in any actual or contingent liability to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider Isotron Group; (iv) the Wider Isotron Group has not complied in any material respect with any applicable law or regulation governing the conduct of its business; (v) any contract, agreement or other arrangement which is or may be restrictive on the business of any member of the Wider Isotron Group or the Wider Synergy Group; (vi) the conduct of the business of the Wider Isotron Group infringes the intellectual property rights of any third party; (vii) software sold by the Wider Isotron Group (other than software made widely available) was developed other than by (i) employees of the Wider Isotron Group, or (ii) independent contractors, in each case who have assigned their rights to the Wider Isotron Group pursuant to enforceable written agreement; or (viii) circumstances exist whereby a person or class of persons might have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Isotron Group.Synergy reserves the right to waive all or any of conditions (d) to (k) (inclusive)above, in whole or in part. Conditions (d) and (k) must be fulfilled within 21 daysafter the later of the first closing date of the Offer and the date on whichcondition (a) is fulfilled (or in each case such later date as the Panel may agree)provided that Synergy shall be under no obligation to waive or treat as satisfiedany of conditions (b) to (k) (inclusive) by a date earlier than the latest datespecified above for the satisfaction thereof notwithstanding that the otherconditions of the Offer may at such earlier date have been waived or fulfilled andthat there are at such earlier date no circumstances indicating that any of suchconditions may not be capable of fulfilment.If Synergy is required by the Panel to make an offer for Isotron shares under theprovisions of Rule 9 of the Code, Synergy may make such alterations to theconditions as are necessary to comply with the provisions of that Rule.The Offer will lapse if it is referred to the Competition Commission or if theEuropean Commission in respect thereof either initiates proceedings under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a competentauthority of the United Kingdom under article 9(1) of that Regulation, before (inany such case) the later of the first closing date of the Offer and the date whenthe Offer becomes or is declared unconditional as to acceptances.Synergy reserves the right to elect to implement the acquisition of Isotron by wayof a scheme of arrangement under section 425 of the Companies Act. In such event,such scheme will be implemented on the same terms (subject to appropriateamendment). The Cash Alternative will be conditional upon the Offer becoming or beingdeclared unconditional in all respects. Certain Further Terms of the Offer Except with the consent of the Panel, the Offer will lapse unless all theconditions relating to the Offer have been fulfilled or (if capable of waiver)waived, or, where appropriate, have been determined by Synergy to be, andcontinue to be, satisfied by midnight on the date which is 60 days after theposting of the Offer Document or by midnight on the date which is 21 days afterthe date on which the Offer becomes unconditional as to acceptances, whicheveris the later, or such later date as Synergy, with the consent of the Panel, maydecide. If the Offer lapses, it will cease to be capable of further acceptance andaccepting Isotron Shareholders, Synergy and Brewin Dolphin will cease to bebound by the Forms of Acceptance submitted before the time the Offer lapses. The Offer will extend to all Isotron Shares whilst the Offer remains open foracceptance. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the Relevant Jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements in any other jurisdiction. The Offer is not being made directly or indirectly in or into the United States,Australia, Canada, The South Africa or Japan. Accordingly, copies of the OfferDocument are not being, and must not be, mailed or otherwise distributed, sentin or into or from the United States, Australia, Canada, South Africa or Japan. The Offer will comply with the applicable rules and regulations of the UnitedKingdom and the provisions of the City Code. The Offer and any acceptances underit are governed by English law and are subject to the jurisdiction of the courtsof England and Wales. APPENDIX 2 DEFINITIONS In this document the following terms and expressions have the following meaningsunless the context requires otherwise: "Act" or the Companies Act 1985, as amended"Companies Act""Admission" admission of the New Synergy Shares, to be issued pursuant to the Offer, to trading on AIM becoming effective in accordance with the AIM Rules"AIM" the AIM market operated by the London Stock Exchange"AIM Rules" the rules of the London Stock Exchange governing the admission to and operation of AIM"Announcement" means this announcement made in accordance with Rule 2.5 of the City Code that the board of Synergy and the board of Isotron had reached agreement on the terms of the Offer"Australia" means the Commonwealth of Australia, its states, territories and all areas subject to its jurisdiction or any political subdivision of it"Board" or the directors of the Company"Directors" or"SynergyDirectors""Brewin Brewin Dolphin Securities Ltd, the Company's financial andDolphin" nominated adviser, and broker"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business"Canada" means Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it"Cash the alternative whereby Isotron Shareholders validly acceptingAlternative" the offer may elect to receive 700p in cash for each Isotron Share, instead of the New Synergy Shares to which they would otherwise be entitled under the Offer, including, where the context so requires any subsequent revision, variation, extension or renewal of such alternative"City Code" The City Code on Takeovers and Mergers"Closing Price" means the middle market quotation for the relevant share on the close of trading on the Daily Official List on the relevant date"Daily Official means the Daily Official List of the London Stock ExchangeList""EGM" or the extraordinary general meeting of the Company to be convened"Extraordinary by Synergy Healthcare in connection with the OfferGeneralMeeting""Enlarged the Synergy Group immediately after the Offer becomes or isGroup" declared unconditional in all respects, including the Isotron Group"Enlarged the issued ordinary share capital of Synergy as enlarged by theIssued Share issue of the New Synergy Shares (assuming full acceptance of theCapital" Offer and without taking into account any shares to be issued on the exercise of options under the Isotron Share Option Schemes and/or the Synergy Share Option Schemes)"Form of means the form of acceptance and authority relating to the OfferAcceptance""FSA" the Financial Services Authority, acting in its capacity as competent authority in the United Kingdom pursuant to Part VI of FSMA"FSMA" Financial Services and Markets Act 2000 (as amended)"Isotron" means Isotron plc"Isotron the directors of IsotronDirectors""Isotron Group" Isotron and its subsidiaries and/or (where the context requires) one or more others"Isotron means options granted under the Isotron Share Option SchemesOptions""Isotron Option means holders of any Isotron Optionsholders""Isotron holders of Isotron SharesShareholders""Isotron Share together the Isotron AESOP, Isotron Unapproved Share OptionOption Schemes" Scheme, Isotron Unapproved Non-executive Share Option Scheme and Isotron EMI Scheme"Isotron means the existing unconditionally allotted or issued and fullyShares" paid ordinary shares of 1p each in the capital of Isotron and any further such shares which may be issued or unconditionally allotted and fully paid prior to the time and date on which the Offer closes or by such earlier date and time as Synergy may, subject to the City Code, decide"Japan" means Japan, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it"Listing Rules" means the rules and regulations made by the UKLA under Part VI of FSMA (as amended)"London Stock London Stock Exchange plcExchange""New Synergy the new Ordinary Shares to be issued by the Company pursuant toShares" the Offer"Offer" means the offer made by Brewin Dolphin on behalf of Synergy to acquire the whole of the issued and to be issued share capital of Isotron and, where the context so requires, any subsequent revision, variation, extension or renewal thereof"Official List" the Official List of the UKLA"Ordinary ordinary shares of 0.625p each in the capital of the Company,Shares" or with ISIN: GB0030757263"SynergyShares""Panel" or The Panel on Takeovers and Mergers"TakeoverPanel""Prospectus the rules made by the FSA pursuant to section 84(1) of FSMA forRules" the purposes of Part VI of FSMA in relation to offers of securities to the public"Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)"Regulatory means any of the services set out in Appendix 3 to the ListingInformation RulesService""Restricted means the United States, Canada, Australia, South Africa orJurisdiction" Japan"South Africa" means South Africa, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it"Subsidiary" a subsidiary undertaking (as defined by section 258 of the Act)"Substantial means a direct or indirect interest in 20 per cent or more ofInterest" the voting or equity capital (or equivalent) of an undertaking"Synergy" or means Synergy Healthcare plc together with it subsidiaries as"Company" or the context requires"Synergy Group""Synergy holders of Synergy SharesShareholders"or"Shareholders""UK" or "United the United Kingdom of Great Britain and Northern IrelandKingdom""UKLA" means the Financial Services Authority, acting as the UK Listing Authority"United States" the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any states of the United States and the District of Columbia"US Securities means the United States Securities Act 1993, as amendedAct""Wider Isotron means Isotron and the subsidiaries and the subsidiariesGroup" undertakings of Isotron and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Isotron Group is interested or any undertaking in which Isotron and such undertakings (aggregating their interests) have a Substantial Interest."Wider Synergy means Synergy and the subsidiaries and subsidiary undertakingsGroup" of Synergy and associated undertakings (including any joint venture, partnerships, firm or company in which any member of the Synergy Group is interested or any undertaking in which Synergy and such undertakings (aggregating their interests) have a Substantial Interest This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SYR.L