28th Jun 2005 07:22
Synergy Healthcare PLC28 June 2005 OFFER FOR SHILOH PLC FOR IMMEDIATE RELEASE Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia or Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 28 June 2005 SYNERGY HEALTHCARE PLC ("SYNERGY") RECOMMENDED CASH OFFER FOR SHILOH PLC ("SHILOH") Summary • The boards of directors of Synergy and Shiloh are pleased to announcethat they have reached agreement on the terms of a recommended cash offer forShiloh, to be made by Brewin Dolphin Securities on behalf of Synergy. • The Offer will be 130 pence in cash for each Shiloh Share, valuingShiloh's existing issued share capital at approximately £8.7 million. • The Offer represents a premium of 26.8 per cent. to the Closing Priceof 102.5 pence per Shiloh Share on 27 June 2005, the last dealing day beforethis announcement. • Synergy currently owns 185,000 Shiloh Shares representingapproximately 2.8 per cent. of the existing issued share capital of Shiloh andhas received irrevocable undertakings to accept (or procure the acceptance of)the Offer from the directors of Shiloh in respect of, in aggregate, 401,085Shiloh Shares, representing approximately 6.0 per cent. of the existing issuedshare capital of Shiloh. • Commenting on the Offer, Dr Richard Steeves, Chief Executive ofSynergy, said: "The acquisition of Shiloh will enhance Synergy's product and service offeringand its sterilisation business will complement our own core operation, providinggreater opportunities to win further NHS outsourced contracts." • Commenting on the Offer, David Winterbottom, Chairman of Shiloh said: "Whilst the board remains confident of Shiloh's future prospects and return toprofitability, we nonetheless believe that Synergy's offer delivers fair valueto shareholders and creates a solid platform for the development and growth ofShiloh's business as part of the enlarged group." This summary should be read in conjunction with the full text of the attachedannouncement. Press Enquiries Synergy 01332 387107Dr Richard Steeves, Chief Executive 07768 020202Ivan Jacques, Finance Director 07714 012514 Brewin Dolphin Securities 0113 241 0130(Financial adviser and corporate broker to Synergy)Mark BradyAndrew Emmott Buchanan Communications 020 7466 5000(PR adviser to Synergy)Tim Anderson Shiloh 0161 624 5641David Winterbottom, ChairmanGraham Collyer, Chief Executive Westhouse Securities 0161 838 9140(Financial adviser to Shiloh)Tim FeatherDavid Simmons Appendix I sets out the conditions and certain further terms to which the Offerwill be subject. Defined terms have the meanings set out in Appendix II. Thisannouncement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer Document, containing the full terms andconditions of the Offer, together with the Form of Acceptance, will be posted toShiloh Shareholders and, for information purposes only, to Shiloh ShareOptionholders as soon as practicable. The availability of the Offer to personsnot resident in the UK may be affected by the laws of the relevant jurisdictionin which they are resident. Persons who are not resident in the UK shouldobtain advice and observe any applicable requirements. The Offer will not bemade, directly or indirectly, in or into the United States, Canada, Australia orJapan, or by use of the mails, or by any means or instrumentality (including,without limitation, facsimile transmission, electronic mail, telex or telephone)of interstate or foreign commerce, or by any facility of a national securitiesexchange, of the United States, Canada, Australia or Japan, and the Offer willnot be capable of acceptance by any such use, means, instrumentality or facilityfrom or within the United States, Canada, Australia or Japan. Accordingly,copies of this announcement, the Offer Document and the Form of Acceptance willnot be, and must not be, mailed or otherwise distributed or sent in, into orfrom the United States, Canada, Australia or Japan and persons receiving suchdocuments (including custodians, nominees and trustees) must not distribute orsend them in, into or from the United States, Canada, Australia or Japan asdoing so will make invalid any purported acceptance of the Offer by persons inany such jurisdiction. Brewin Dolphin Securities, a member of the London Stock Exchange, is authorisedand regulated by the Financial Services Authority to carry out investmentbusiness. Brewin Dolphin Securities is acting exclusively for Synergy andno-one else in connection with the Offer and will not be responsible to anyoneother than Synergy for providing the protections afforded to clients of BrewinDolphin Securities nor for providing advice in relation to the Offer or inrelation to the content of this announcement. Westhouse Securities, a member of the London Stock Exchange, is authorised andregulated by the Financial Services Authority to carry out investment business.Westhouse Securities is acting exclusively for Shiloh and no-one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than Shiloh for providing the protections affordedto clients of Westhouse Securities nor for providing advice in relation to theOffer or other matters described in this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether informal or formal) to acquire or control relevantsecurities of Shiloh, owns or controls, or becomes the owner or controller of,directly or indirectly, one per cent. or more of any class of securities ofShiloh is required to disclose, by not later than 12.00 noon (London time) onthe London business day following the date of the relevant transaction, dealingsin such securities of that company (or in any option in respect of, orderivative referenced to, such securities) during the period to the date onwhich the Offer becomes or is declared unconditional as to acceptances or lapseor is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Shiloh by Synergy or Shiloh, or by any of their respectiveassociates (within the meaning of the City Code), must also be disclosed. 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 7638 0129; fax +44 20 7236 7013. OFFER FOR SHILOH PLC FOR IMMEDIATE RELEASE Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 28 June 2005 SYNERGY HEALTHCARE PLC ("SYNERGY") RECOMMENDED CASH OFFER FOR SHILOH PLC ("SHILOH") 1. Introduction The boards of directors of Synergy and Shiloh are pleased to announce that theyhave reached agreement on the terms of a recommended cash offer, to be made byBrewin Dolphin Securities on behalf of Synergy, to acquire the whole of theissued and to be issued share capital of Shiloh not already owned by Synergy. The Offer, which will be subject to the conditions and further terms set out inAppendix I and to be set out in the Offer Document, will be made on thefollowing basis: for each Shiloh Share 130 pence in cash. The Offer values Shiloh's entire existing issued share capital at approximately£8.7 million. The Offer represents a premium of 26.8 per cent. to the ClosingPrice of 102.5 pence per Shiloh Share on 27 June 2005, the last dealing daybefore this announcement. 2. Rationale for the Offer Synergy's strategy has been to provide non-clinical support services helping healthcare providers achieve specific outcomes in terms of risk management and efficiency. Since flotation Synergy has grown organically as well as through selective acquisitions that have enabled Synergy both to expand its portfolio of products and services as well as achieve increased market share and scale. Over the last five years Shiloh has pursued a strategy that has focused on the healthcare market. Shiloh has three divisions: Medical, Active Care and Sterilisation. The range of products and services within Shiloh's Medical and Active Care divisions are complementary to Synergy's. Over the last two reported years, the Active Care business has incurred significant losses and has undergone re-organisation including the divestment of some of its activities. The Medical business has also had a period of mixed fortunes and has undergone some restructuring and has withdrawn from lowmargin business. The Sterilisation business remains the smallest part of the business, but it has successfully re-tendered for existing contracts in 2005. The directors of Synergy estimate that Shiloh has approximately 0.6 per cent. of the UK sterilisation market. The Sterilisation business has been active in the bidding process for contracts resulting from the NHS decontamination programme in England and is on the short-list for tenders in waves 1 and 2 of this programme, although no awards have been made yet. Synergy believes that the financial performance of Shiloh has been held back by under investment in an increasingly competitive market. The Shiloh Group suffered operating cash outflows in the year ended 31 March 2005 and net debt increased during the financial year by £2,108,000 to £3,654,000 at31 March 2005. Synergy intends to reposition Shiloh as a provider of support services in linewith Synergy's current strategy. The Medical and Active Care businesses willform part of an enlarged patient support service, focused on infection control,risk management and other patient focused outcomes. The Sterilisation businesswill be combined with Synergy's surgical support business. Synergy intends toinvest in management information systems to improve the operational andfinancial performance of Shiloh. The Synergy Directors believe that cost synergy savings of approximately £0.5million per annum should be achievable primarily related to eliminatingduplicated public company reporting functions and the centralisation of backoffice functions.* * This statement of estimated cost savings relates to futureactions and circumstances which, by their nature, involve risks, uncertaintiesand other factors. Because of this, the cost savings referred to may not beachieved, or those achieved could be materially different from those estimated. 3. Recommendation The directors of Shiloh, having been so advised by Westhouse Securities,consider the terms of the Offer to be fair and reasonable so far as ShilohShareholders are concerned. In providing advice to the directors of Shiloh,Westhouse Securities has taken into account the commercial assessments of thedirectors of Shiloh. Accordingly, the directors of Shiloh intend to recommend unanimously ShilohShareholders to accept the Offer, as the directors of Shiloh have irrevocablyundertaken to do in respect of their own holdings amounting to, in aggregate,401,085 Shiloh Shares (representing approximately 6.0 per cent. of the existingissued share capital of Shiloh). 4. Management and employees Synergy has confirmed to the directors of Shiloh that the existing employmentrights, including pension rights, of the employees of the Shiloh Group will befully safeguarded. 5. Information relating to Synergy Synergy is a leading provider of outsourced medical support services within theUK and the Netherlands. The demand for outsourced services is growing rapidlyand Synergy is focusing on those services that have a significant value addedcontent and where Synergy can achieve technical leadership. Synergy has twoprincipal operating businesses in the UK, Healthtex and Surgical, both of whichmeet these objectives and continue to receive investment to sustain thisposition. Healthtex is the largest focused supplier of linen management services to theNHS, whilst the Surgical business is the largest provider of decontamination andsterile services. The Surgical business operates from 13 facilities, includinglarger off site processing centres, providing services to approximately 8 percent. of the English decontamination market. The market for both of these core services is growing as the capacity of the NHSis increased together with increasing levels of outsourcing. Summary financial information on Synergy, extracted without material adjustmentfrom Synergy's results for the three financial years ended 3 April 2005, is setout below: 2005 2004 2003 £'000 £'000 £'000Turnover 71,891 32,418 27,111Operating profit 8,593 3,842 2,567Profit before tax 8,449 3,888 2,344Net assets 67,094 25,700 23,893Net cash inflow from operating activities 21,063 6,927 6,314Basic earnings per share 16.51p 11.91p 7.42pDividend per share 6.0p 3.8p 2.9p The market capitalisation of Synergy based on the Closing Price of a Synergyshare on 27 June 2005 (being 432 pence) is £159.1 million. Earlier today, Synergy announced that at Synergy's Annual General Meeting to beheld today, Stephen Wilson, Chairman of Synergy, would update shareholders oncurrent trading and future prospects, saying: "Trading in the current year has started well and the company is performing inline with our expectations. As reported at time of our preliminary resultsactivity levels have remained consistent into the new financial year with allareas of the business in the UK and the Netherlands thriving. Three newcontracts, with annualised revenues of £2.4 million, commenced during the lasttwo months and we are pleased to announce that a fourth substantial contract hasbeen secured which will increase in value until it has annualised sales of over£2.1 million per annum. Recent press comment continues to highlight the importance of environmentalcontrols in minimizing the risk of hospital acquired infections. As an example,the "Learning from the Best" conference (January 2005) highlighted the need forUK hospitals to provide nurses and healthcare workers with uniforms processed tothe same standard as in the Netherlands and Scandinavian countries. Synergyalready provides this service to clients in the Netherlands. The greater focuson such high risk areas will result in expansion of the UK market. LTS continues to focus on the development of the surgical market in theNetherlands and in particular decontamination services. Synergy's service modelis being well received and we remain confident that our strategy to develop theDutch market will be successful. We look forward to reporting progress on a year which the Board believes will beexciting in the continued development of Synergy as a leading provider ofsupport services to the healthcare market." 6. Information relating to Shiloh Shiloh is a supplier of continence care, mobility and rehabilitation, infectionprevention and wound management products. Shiloh has three principal operatingbusinesses: Shiloh Medical, Shiloh Active Care and Shiloh Sterilisation. Shiloh Medical focuses on disposable products for the NHS and private healthcaresector, including continence care, infection prevention and wound managementproducts. These are supported by a range of services: a mail order catalogueand Fast-Aid, a Scottish distribution business. Within this business isMacdonald & Taylor, a manufacturer and distributor of cotton wool products. Shiloh Active Care is a mobility and rehabilitation business. This businesscomprises a contracts division, which is focused on wheelchair service andrepair contracts, and a non-contracts division, which is focused on sales toinstitutional customers, such as the NHS, Social Services, charities and nursinghomes, and to the general public through mail order. The businessunderperformed significantly in the last financial year and Shiloh managementhas announced a strategy designed to return the business to profitability. Shiloh Sterilisation operates a surgical instrument sterilisation facility atLanarkshire's Strathclyde Business Park. The business has 55 employeesproviding decontamination services as well as the resale of disposableinstrument sets and other consumable packs. The business has been bidding fornew decontamination work and has been short-listed for some of these projects. Summary financial information on Shiloh, extracted without material adjustmentfrom Shiloh's results for the three financial years ended 31 March 2005, is setout below: 2005 2004 2003 £'000 £'000 £'000Turnover 44,735 45,121 45,441Operating (loss)/profit (3,596) 138 612(Loss)/profit before tax (5,583) 310 490Net assets 6,786 12,047 12,177Net cash (outflow)/inflow from operating (850) 576 1,432activitiesBasic (loss)/earnings per share (78.47p) 3.03p 12.13pDividend per share - 5.35p 5.35p The market capitalisation of Shiloh based on the Closing Price on 27 June 2005(being 102.5 pence per Shiloh Share) is £6.9 million. Trading in the first two months of the current financial year has been slightlyahead of internal expectations in all divisions, except for Shiloh Active Carewhich is continuing to underperform. 7. Inducement fee As an inducement to Synergy to make the Offer, Shiloh and Synergy have enteredinto an agreement under which Shiloh has agreed to pay Synergy in cash a fee of£50,000 (exclusive of VAT, if any) in the event that the Offer lapses or iswithdrawn and prior thereto a higher third party offer has been announced andthat offer or another higher third party offer (announced within three months oftoday's date) subsequently becomes unconditional in all respects. 8. Irrevocable undertakings Synergy has received irrevocable undertakings to accept (or procure theacceptance of) the Offer from the directors of Shiloh in respect of, inaggregate, 401,085 Shiloh Shares, representing approximately 6.0 per cent. ofthe existing issued share capital of Shiloh. These undertakings will cease to be binding only if the Offer lapses or iswithdrawn and remain binding in the event that a higher competing offer forShiloh is made. 9. Disclosure of interests in Shiloh Save for the 401,085 Shiloh Shares in respect of which Synergy has receivedirrevocable undertakings to accept (or procure the acceptance of) the Offer, the185,000 Shiloh Shares already held by Synergy and the 104,650 Shiloh Sharesowned or controlled by Brewin Dolphin Securities, neither Synergy nor any of thedirectors of Synergy nor, so far as Synergy is aware, any person acting inconcert with Synergy, owns or controls any Shiloh Shares or holds any option toacquire or right to subscribe for any Shiloh Shares or has entered into anyderivative referenced to Shiloh Shares which remains outstanding. 10. Shiloh Share Option Schemes The Offer will extend to any Shiloh Shares which are unconditionally allotted orissued whilst the Offer remains open for acceptance (or such earlier date asSynergy may, subject to the City Code, determine) as a result of the exercise ofoptions granted under the Shiloh Share Option Schemes. If the Offer becomes or is declared unconditional in all respects, appropriateproposals will be made to holders of options under the Shiloh Share OptionSchemes. 11. Compulsory acquisition and de-listing If Synergy receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the Shiloh Shares to which the Offer relatesand the Offer becomes or is declared unconditional in all respects, Synergyintends to exercise its rights pursuant to the provisions of sections 428 to430F of the Companies Act to acquire compulsorily any remaining Shiloh Sharesfollowing the Offer becoming or being declared unconditional in all respects. When the Offer becomes or is declared unconditional in all respects, and subjectthereto, Synergy intends to procure the making of an application by Shiloh tothe UK Listing Authority for cancellation of the listing of Shiloh Shares on theOfficial List and for the cancellation of the admission to trading of ShilohShares on the London Stock Exchange's market for listed securities. A noticeperiod of not less than 20 business days prior to the cancellation of listingand trading will take effect either (i) on Synergy having by virtue of itsshareholdings in Shiloh and acceptances of the Offer acquired or agreed toacquire Shiloh Shares carrying 75 per cent. of the voting rights in Shiloh, or(ii) on the first date of issue of compulsory acquisition notices under section429 of the Companies Act. The cancellation of the listing will significantly reduce the liquidity andmarketability of any Shiloh Shares not assented to the Offer and their value maybe affected in consequence. 12. Financing Full acceptance of the Offer (and assuming the exercise of all options capableof exercise in accordance with the conditions subject to which they were issuedunder the Shiloh Share Option Schemes) would result in a maximum cashconsideration of approximately £8.5 million being payable by Synergy to ShilohShareholders. This amount will be paid out of existing cash resources ofSynergy. Brewin Dolphin Securities is satisfied that sufficient resources areavailable to Synergy to satisfy full acceptance of the Offer. 13. General The Offer Document will be posted to Shiloh Shareholders and (for informationonly) to Shiloh Share Optionholders as soon as practicable. The Offer will be subject to the conditions set out in Appendix I. Certain terms used in this announcement are defined in Appendix II. Press Enquiries Synergy 01332 387107Dr Richard Steeves, Chief Executive 07768 020202Ivan Jacques, Finance Director 07714 012514 Brewin Dolphin Securities 0113 241 0130(Financial adviser and corporate broker to Synergy)Mark BradyAndrew Emmott Buchanan Communications 020 7466 5000(PR adviser to Synergy)Tim Anderson Shiloh 0161 624 5641David Winterbottom, ChairmanGraham Collyer, Chief Executive Westhouse Securities 0161 838 9140(Financial adviser to Shiloh)Tim FeatherDavid Simmons This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer Document, containing the full terms andconditions of the Offer, together with the Form of Acceptance, will be posted toShiloh Shareholders and, for information purposes only, to Shiloh ShareOptionholders as soon as practicable. The availability of the Offer to personsnot resident in the UK may be affected by the laws of the relevant jurisdictionin which they are resident. Persons who are not resident in the UK shouldobtain advice and observe any applicable requirements. The Offer will not bemade, directly or indirectly, in or into the United States, Canada, Australia orJapan, or by use of the mails, or by any means or instrumentality (including,without limitation, facsimile transmission, electronic mail, telex or telephone)of interstate or foreign commerce, or by any facility of a national securitiesexchange, of the United States, Canada, Australia or Japan, and the Offer willnot be capable of acceptance by any such use, means, instrumentality or facilityfrom or within the United States, Canada, Australia or Japan. Accordingly,copies of this announcement, the Offer Document and the Form of Acceptance willnot be, and must not be, mailed or otherwise distributed or sent in, into orfrom the United States, Canada, Australia or Japan and persons receiving suchdocuments (including custodians, nominees and trustees) must not distribute orsend them in, into or from the United States, Canada, Australia or Japan asdoing so will make invalid any purported acceptance of the Offer by persons inany such jurisdiction. Brewin Dolphin Securities, a member of the London Stock Exchange, is authorisedand regulated by the Financial Services Authority to carry out investmentbusiness. Brewin Dolphin Securities is acting exclusively for Synergy andno-one else in connection with the Offer and will not be responsible to anyoneother than Synergy for providing the protections afforded to clients of BrewinDolphin Securities nor for providing advice in relation to the Offer or inrelation to the content of this announcement. Westhouse Securities, a member of the London Stock Exchange, is authorised andregulated by the Financial Services Authority to carry out investment business.Westhouse Securities is acting exclusively for Shiloh and no-one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than Shiloh for providing the protections affordedto clients of Westhouse Securities nor for providing advice in relation to theOffer or other matters described in this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether informal or formal) to acquire or control relevantsecurities of Shiloh, owns or controls, or becomes the owner or controller of,directly or indirectly, one per cent. or more of any class of securities ofShiloh is required to disclose, by not later than 12.00 noon (London time) onthe London business day following the date of the relevant transaction, dealingsin such securities of that company (or in any option in respect of, orderivative referenced to, such securities) during the period to the date onwhich the Offer becomes or is declared unconditional as to acceptances or lapseor is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Shiloh by Synergy or Shiloh, or by any of their respectiveassociates (within the meaning of the City Code), must also be disclosed. 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 7638 0129; fax +44 20 7236 7013. APPENDIX I CONDITIONS OF THE OFFER The Offer will be subject to the following conditions: 1. Valid acceptances being received (and not, where permitted, withdrawn)by not later than 3.00 p.m. (London time) 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 theCity Code, decide) in respect of not less than 75 per cent., (or such lesserpercentage as Synergy may decide) in nominal value of the Shiloh Shares to whichthe Offer relates, provided that this condition will not be satisfied unlessSynergy, together with any member of the Synergy Group shall have acquired oragreed to acquire, whether pursuant to the Offer or otherwise, Shiloh Sharescarrying in aggregate more than 50 per cent. of the voting rights then normallyexercisable at a general meeting of Shiloh, including for this purpose, to theextent (if any) required by the Panel, any such voting rights attaching to (orwhich would, if issued, attach to) Shiloh Shares which are unconditionallyallotted or issued before the Offer becomes or is declared unconditional as toacceptances whether pursuant to the exercise of any outstanding conversion orsubscription rights or otherwise. For the purpose of this condition (i) theexpression "Shiloh Shares to which the Offer relates" shall be construed inaccordance with sections 428 to 430F (inclusive) of the Companies Act; and (ii)Shiloh Shares which have been unconditionally allotted but not issued shall bedeemed to having the voting rights which they will carry upon their beingentered into the register of members of Shiloh. 2. Without limitation to condition 3 below, Synergy not having discoveredor otherwise become aware prior to the date when the Offer would otherwise havebecome or been declared unconditional that the Office of Fair Trading intends,or is reasonably likely, to refer the proposed acquisition of Shiloh by Synergy,or any matters arising therefrom, to the Competition Commission pursuant to theEnterprise Act 2002. 3. No government or governmental, quasi-governmental, supranational,statutory or regulatory body, court, trade agency, association, authority(including any national anti-trust or merger control authority), institution orprofessional or environmental body or other person or body in any jurisdiction(each a "Relevant Authority") having, prior to the date when the Offer becomesor is declared otherwise unconditional in all respects, decided to take,instituted, implemented or threatened any action, suit, proceeding,investigation or enquiry, or enacted, made or proposed any statute or regulationor order, or taken any other step which would or might reasonably be expectedto: (i) make the Offer or its implementation or the acquisition orproposed acquisition of any or all of the Shiloh Shares or of control ormanagement of Shiloh or any member of the Shiloh Group by Synergy, void, illegalor unenforceable under the laws of any jurisdiction or, directly or indirectly,materially restrain, prevent, prohibit, restrict, delay or otherwise materiallyinterfere in the implementation of or impose additional material conditions orobligations with respect to the Offer or the acquisition or proposed acquisitionof Shiloh or the Shiloh Group by Synergy or its implementation or anyacquisition of any Shiloh Shares by Synergy; (ii) result, directly or indirectly, in a material delay orlimitation in the ability of Synergy or any member of Synergy Group to acquireor to hold or to exercise effectively, directly or indirectly, all or any rightsof ownership in respect of shares or other securities (or the equivalent) in, orto exercise voting or management control over, any member of the Shiloh Group; (iii) require, prevent or materially delay the divestiture oralter the terms envisaged for any proposed divestiture by the Synergy Group orby any member of the Shiloh Group of all or any part of their respectivebusinesses, assets or properties or impose any limitation on the ability of anyof them to conduct their respective businesses or to own or control any of theirrespective assets (including shares or other securities (or the equivalent) inShiloh or any other member of the Shiloh Group) or properties or any partthereof in each case in a manner or to an extent which is material in thecontext of the Synergy Group taken as a whole and/or the Shiloh Group taken as awhole (as the case may be); (iv) save as pursuant to the Offer or Part XIIIA of the Actrequire any member of the Shiloh Group or the Synergy Group to acquire or tooffer to acquire any shares or other securities (or the equivalent) owned by anythird party in any member of the Shiloh Group (other than Shiloh) where suchacquisition would be material to the Shiloh Group or the Synergy Group (as thecase may be) taken as a whole; (v) materially limit the ability of the Synergy Group or of anymember of the Synergy Group to conduct or integrate or co-ordinate its business,or any part of it, with the businesses or any part of the businesses of theShiloh Group or of any member of the Shiloh Group in a manner which is materialin the context of the Synergy Group or the Shiloh Group (as the case may be)taken as a whole; (vi) result in any member of the Synergy Group or any member ofthe Shiloh Group ceasing to be able to carry on business under any name which itpresently does so which is material in the context of the Synergy Group or theShiloh Group (as the case may be) taken as a whole; (vii) otherwise materially and adversely affect the business,assets, profits, financial or trading position or prospects of any member of theShiloh Group or any member of the Synergy Group; or (viii) impose any material limitation on or result in a materialdelay in the ability of any member of the Synergy Group to acquire or hold orexercise effectively, directly or indirectly, all or any rights of ownership inrespect of shares or loans or securities convertible into shares or theequivalent in any member of the Shiloh Group or to exercise management controlover any such member, and all applicable waiting and other time periods during which any RelevantAuthority could decide to take, institute, implement or threaten any suchaction, suit, proceedings, investigation or enquiry having expired or beenterminated. 4. All authorisations, orders, recognitions, grants, consents, licences,confirmations, clearances, certificates, permissions and approvals ("Authorisations") necessary for or in respect of the Offer or the acquisition orproposed acquisition of any shares or other securities in or control of Shilohor any other member of the Shiloh Group by Synergy or the carrying on by anymember of the Shiloh Group of its business having been obtained in terms and ina form reasonably satisfactory to Synergy from all Relevant Authorities and suchAuthorisations together with all material Authorisations necessary to carry onthe business of each member of the Shiloh Group remaining in full force andeffect and there being no intimation of any intention to revoke or not renew anyof them (in each case where the absence of such Authorisations might have amaterial adverse effect on the Shiloh Group taken as a whole) and in relationthereto all necessary statutory or regulatory obligations in connection with theOffer in any jurisdiction having been complied with. 5. All notifications, applications and filings which are necessary havingbeen made, all appropriate waiting and other time periods (including extensionsof such waiting and other time periods) under any applicable legislation orregulation of any relevant jurisdiction having expired, lapsed or beenterminated (as appropriate) and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with in each case inconnection with the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, Shiloh or any member of the ShilohGroup by any member of the Synergy Group where, in each case, the absence ofsuch compliance might have a material and adverse affect on the business of anymember of the Synergy Group or the Shiloh Group. 6. Save as disclosed in the Annual Report and Accounts of Shiloh for theyear ended 31 March 2005, or as otherwise publicly announced by Shiloh (by thedelivery of an announcement to a Regulatory Information Service) prior to thedate of this announcement or as otherwise fairly disclosed in writing to Synergyor its advisers prior to date hereof ("Disclosed"): (i) no member of the Shiloh Group having declared, paid ormade or proposed the declaration, paying or making of any dividend, bonus orother distribution (whether payable in cash or otherwise) in respect of any ofits share capital other than distributions by any wholly-owned subsidiaries ofShiloh; (ii) no member of the Shiloh Group having (save as betweenShiloh and wholly-owned subsidiaries of Shiloh or between wholly-ownedsubsidiaries of Shiloh ("intra-Shiloh Group transactions") or upon any exerciseof options granted before the time of this announcement under the Shiloh ShareOption Schemes) issued, or authorised or proposed the issue or grant of,additional shares of any-class or securities convertible into or rights,warrants or options to subscribe for or acquire any such shares or convertiblesecurities or redeemed, repaid or reduced any part of its share capital; (iii) no member of the Shiloh Group having issued, or proposedthe issue of, or made any change in or to, any debentures or, save in theordinary course of business, incurred or increased any indebtedness or liability(actual or contingent) of an aggregate amount which is material in the contextof the Shiloh Group taken as a whole; (iv) there having been no adverse change in the business, assets,financial or trading position or profits or prospects of any member of theShiloh Group which in any such case is material in the context of the ShilohGroup taken as a whole; (v) save for intra-Shiloh Group transactions no member of theShiloh Group having merged with any body corporate, partnership or business oracquired or disposed of or transferred, mortgaged or charged or created anysecurity interest over (in either case otherwise than in the ordinary course oftrading) any assets or any right, title or interest in any assets (includingshares in subsidiaries, associates and trade investments) or made any change inits share or loan capital, or authorised or proposed or announced any intentionto propose any of the foregoing which in any case is material in the context ofthe Shiloh Group taken as a whole; (vi) no litigation or arbitration proceedings, prosecution orother legal proceedings having been instituted or threatened or remainingoutstanding against or in respect of any member of the Shiloh Group in each caseto an extent which is material in the context of the Shiloh Group taken as awhole; (vii) no member of the Shiloh Group having entered into, varied orauthorised any material contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise material) which is notin the ordinary course of business or is of a long-term, onerous or unusualnature or which involves or could involve an obligation or restriction of anature or magnitude which is material in the context of the Shiloh Group takenas a whole; (viii) (save in the ordinary course of business) no member of theShiloh Group having mortgaged, charged, encumbered or created any other securityinterest over the whole or any material part of the business, property or assetsof any such member which in any case is material in the context of the ShilohGroup taken as a whole; (ix) no member of the Shiloh Group having entered into or made anyoffer (which remains open for acceptance) to enter into or announced itsintention to enter into or varied the terms of any contract, agreement orarrangement with any of the directors of Shiloh or permitted a variation inthe terms or rules governing the Shiloh Share Option Schemes; (x) no member of the Shiloh Group having taken any corporateaction for its winding-up, dissolution or reorganisation or for the appointmentof a receiver, administrator, administrative receiver or similar officer or hadany such person appointed or been unable or admitted in writing that it isunable to pay its debts or having stopped or suspended (or threatened to stop orsuspend) payment of its debts generally or ceased or threatened to ceasecarrying on all or substantial part of any of its business in any case which ismaterial in the context of the Shiloh Group taken as a whole; (xi) no member of the Shiloh Group having made any alteration toits memorandum or articles of association which is material in the context ofthe Offer; (xii) no member of the Shiloh Group having waived or compromisedany claim which is material in the context of the Shiloh Group taken as a whole; (xiii) no member of the Shiloh Group having implemented, authorised,proposed or announced its intention to implement any reconstruction,amalgamation, scheme, commitment or other transaction or arrangement other thanin the ordinary course of business and which is material in the context of theOffer; (xiv) no member of the Shiloh Group having made or agreed orconsented to any significant change to the terms of the trust deeds constitutingthe previous schemes established for its directors and/or employees and/or theirdependents or to the benefits which accrue, or to the pensions which arepayable, thereunder, or to the basis on which qualification for or accrual orentitlement to such benefits or pensions are calculated or determined or to thebasis upon which the liabilities (including pensions) of such pension schemesare funded or made, or agreed or consented to any change to the trusteesinvolving the appointment of a trust corporation and which in any such case ismaterial in the context of the Shiloh Group taken as a whole; (xv) no contingent or other liability having arisen or becomeapparent to Synergy, which might reasonably be expected to have a materialadverse effect on the Shiloh Group taken as a whole; (xvi) no steps having been taken which are likely to result in thewithdrawal, cancellation, termination or modification of any material licence orpermit held by any member of the Shiloh Group which is necessary for the propercarrying on of the business of the Shiloh Group taken as a whole; (xvii) no member of the Shiloh Group having proposed or entered intoany agreement, arrangement or commitment with respect to any of the transactionsor events referred to in this paragraph 6; and (xviii) no member of the Shiloh Group having passed any resolution ingeneral meeting to sanction, approve, or implement any such issue, merger,demerger, acquisition, disposal, change, transaction, contract or commitment asis referred to in this paragraph 6. 7. Save as Disclosed (as defined in condition 6 above) there being noprovision of any arrangement, agreement, lease, licence, permit or otherinstrument to which any member of the Shiloh Group is a party or by or to whichany such member or any of its assets is or may be bound, entitled or subject andwhich, in consequence of the making of the Offer or the acquisition or proposedacquisition by Synergy or any member of the Synergy Group of Shiloh Sharescould, result in (to an extent which is material in the context of the ShilohGroup taken as a whole): (i) any monies borrowed by or other indebtedness orliabilities (actual or contingent) of, or grant available to any member of theShiloh Group becoming repayable or capable of being declared repayableimmediately or prior to their or its stated maturity or repayment date in suchagreement, arrangement, lease, licence, permit or instrument or the ability ofany such member to borrow monies or to incur any indebtedness being withdrawn orinhibited or being withdrawn or materially inhibited; (ii) the creation or enforcement of any mortgage, charge orother security interest having occurred or arisen over the whole or any part ofthe business, property, assets or interests of any member of the Shiloh Group orany such mortgage, charge or other security (whenever arising or having arisen)becoming enforceable; (iii) any such arrangement, agreement, lease, licence, permit orother instrument, or the rights, liabilities, obligations or interests of anymember of the Shiloh Group thereunder, being, terminated or adversely modifiedor affected or any adverse action being taken or any onerous obligation orliability thereunder; (iv) any assets, property or interests of the Shiloh Group beingor falling to be disposed of or charged or ceasing to be available to any memberof the Shiloh Group or any right arising under which any such asset or interestcould be required to be disposed of or charged, or could cease to be availableto any member of the Shiloh Group otherwise than in the ordinary course ofbusiness; (v) the rights, liabilities, obligations mortgage charge orother interests of any member of the Shiloh Group under any such arrangement,agreement, lease, licence, permit or other instrument in or with any person,firm or body, or the business of any member of the Shiloh Group with any personfirm or body (or any arrangements relating to such interest a business), beingterminated, or adversely modified or affected; or (vi) the creation of any liability, actual or contingent, by anymember of the Shiloh Group otherwise than in the ordinary course of business,and no event having occurred which, under any provision of any agreement,arrangement, lease, licence, permit or other instrument to which any member ofthe Shiloh Group is party or by or to which any such member or any of its assetsmay be bound, entitled or subject, is reasonably likely to result in any of theevents or circumstances as are referred to in sub-paragraphs (i) to (v) of thisparagraph 7. 8. Synergy not having discovered: (i) that any financial or business or other informationconcerning the Shiloh Group which has been disclosed at any time by or on behalfof any member of the Shiloh Group whether publicly, to any member of the SynergyGroup or otherwise is materially misleading, contains a materialmisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not materially misleading; (ii) that any member of the Shiloh Group is subject to anyliability, contingent or otherwise, which is not disclosed in the Annual Reportand Accounts of Shiloh for the financial year ended 31 March 2005 and which ismaterial in the context of the Shiloh Group taken as whole; (iii) that any information exists which materially affects (inthe context of the Shiloh Group taken as a whole) the import of any informationdisclosed at any time by or on behalf of any member of the Shiloh Group; and (iv) that circumstances exist which are likely to result in anyactual or contingent material liability to any member of the Shiloh Group underany applicable legislation to impose, or modify existing or install new plant,machinery or equipment or to carry out any changes in the processes currentlycarried out. 9. Synergy not having discovered that save as Disclosed (as defined incondition 6 above): (i) any past or present member of the Shiloh Group has notcomplied with any applicable legislation or regulations of any relevantjurisdiction with regard to the use, treatment. handling, storage, transport,release, disposal, discharge, spillage, leak or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, animal or creature, or that there has otherwise been anysuch use, treatment, handling, storage, transport, release, disposal, discharge,spillage, leak or emission (whether or not this constituted a non-compliance byany person with any legislation or regulations and wherever the same may havetaken place) which, in any case, would be likely to give rise to any liability(whether actual or contingent, civil or criminal) or cost on the part of anymember of the Shiloh Group which in any case is material in the context of theShiloh Group taken as a whole; (ii) there is, or is likely to be, any liability, whether actualor contingent, to make good, alter, improve, repair, reinstate, clean up orotherwise assume responsibility for any property now or previously owned,occupied, made use of or in respect of which a guarantee or other similarobligation has been assumed by any past or present member of the Shiloh Group orany other property or clean up any controlled waters or other pollution causedby its occupation or control of any such property under any environmentallegislation, regulation, notice, circular, order or other lawful requirement ofany relevant authority or third party or otherwise which in any such case ismaterial in the context of the Shiloh Group taken as a whole; or (iii) circumstances exist whereby a person or class of personswould be likely to have a claim in respect of any product or process ofmanufacture or materials used therein now or previously manufactured, sold orcarried out by any past or present member of the Shiloh Group which is or wouldbe material in the context of the Shiloh Group taken as a whole. For the purpose of the conditions set out in this Appendix 1, "parentundertaking", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Act. Subject to the requirements of the Panel, Synergy reserves the right (but shallbe under no obligation) to waive, in whole or in part, all or any of the aboveconditions apart from condition 1. Conditions 2 to 9 (inclusive) must be fulfilled or waived or, where appropriate,have been determined by Synergy to be or to remain satisfied by midnight on the21st day after the later of the first closing date of the Offer and the date onwhich condition 1 is fulfilled (or in each such case such later date as thePanel may agree). Synergy shall be under no obligation to waive or treat assatisfied any of the conditions 2 to 9 (inclusive) by a date earlier than thelatest date specified above for the satisfaction thereof, notwithstanding thatthe other conditions of the Offer may at such earlier date have been waived orfulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfilment. If Synergy isrequired by the Panel to make an offer for Shiloh Shares under the provisions ofRule 9 of the City Code, Synergy may make such alterations to any of the aboveconditions as are necessary to comply with the provisions of that Rule. TheOffer will lapse if the proposed acquisition of the Shiloh Shares by Synergy isreferred to the Competition Commission before 3.00p.m. on the first closing dateof the Offer or before 3.00p.m. on the date on which the Offer becomes or isdeclared unconditional as to acceptances, whichever is the later. If the Offerlapses, the Offer will cease to be capable of further acceptance and personsaccepting the Offer and Synergy shall thereupon cease to be bound by acceptancesdelivered on or before the date on which the Offer so lapses. The Offer willnot be made, directly or indirectly, in or into the United States, Canada,Australia or Japan, or by use of the mails or by any means or instrumentality(including, without limitation, facsimile transmission, electronic mail ortelephone) or interstate or foreign commerce of, or of any facility of anational securities exchange, of the United States, Canada, Australia or Japanand the Offer will not be capable of acceptance by any such use, means,instrumentality of facility from within the United States, Canada, Australia orJapan. Accordingly, copies of this announcement, the Offer Document and theForm of Acceptance will not be, and must not be mailed or otherwise distributedor sent in, into or from, the United States, Canada, Australia or Japan andpersons receiving such documents (including custodians, nominees and trustees)must not distribute or send them in, into or from, the United States, Canada,Australia or Japan as doing so will make invalid any purported acceptance of theOffer by persons in any such jurisdiction. The Offer, which will be made by Brewin Dolphin Securities on behalf of Synergy,will comply with the applicable rules and regulations of the City Code. TheOffer will be governed by English law and will be subject to the jurisdiction ofthe courts of England. APPENDIX II DEFINITIONS In this announcement, the following words and expressions shall, except wherethe context requires otherwise, have the following meanings: "Act" or "Companies Act" the Companies Act 1985 (as amended) "Brewin Dolphin Securities" Brewin Dolphin Securities Ltd "business day" a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays) "City Code" the City Code on Takeovers and Mergers "Closing Price" the middle market price of a share at the close of business on the day to which such price relates, as derived from the London Stock Exchange's Daily Official List for that day "Conditions" the conditions of the Offer set out in Appendix I "directors of Shiloh" or "Shiloh the board of directors of ShilohDirectors" "directors of Synergy" or "Synergy the board of directors of SynergyDirectors" "Form of Acceptance" the form of acceptance and authority relating to the Offer which will accompany the Offer Document "London Stock Exchange" London Stock Exchange plc "Offer" the proposed offer to be made by Brewin Dolphin Securities on behalf of Synergy for the entire issued and to be issued share capital of Shiloh including, where the context requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the offer document to be sent to Shiloh Shareholders containing the Offer "Official List" the Official List of the UK Listing Authority "Panel" the Panel on Takeovers and Mergers "Shiloh" or "the Company" Shiloh PLC "Shiloh Group" Shiloh and its subsidiaries and subsidiary undertakings "Shiloh Share Optionholder" a holder of Shiloh Share Options "Shiloh Share Options" share options granted pursuant to the Shiloh Share Option Schemes "Shiloh Share Option Schemes" the Shiloh Executive Share Option Scheme and the Shiloh Savings Related Scheme "Shiloh Shareholder" a holder of Shiloh Shares "Shiloh Shares" the existing issued or unconditionally allotted and fully paid (or credited as fully paid) ordinary shares of 25 pence each in Shiloh and any further such shares which are unconditionally allotted or issued while the Offer remains open for acceptance or, subject to the provisions of the Code, by such earlier date as Synergy may determine "Synergy" Synergy Healthcare plc "Synergy Group" Synergy and its subsidiaries and subsidiary undertakings "UK Listing Authority" the Financial Services Authority in its capacity as a competent authority under the Financial Services and Markets Act 2000 "United States" or "US" the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia "Westhouse Securities" Westhouse Securities LLP This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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