Placing and Open Offer

30th Jul 2008 07:00



FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN, OR INTO ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE PLACING AND OPEN OFFER WOULD BREACH ANY APPLICABLE LAW

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED PLACING AND OPEN OFFER. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

PuriCore plc

("PuriCore" or the "Company")

Placing of £6 million and Open Offer of up to £4 million (together, the "Fundraising")

MALVERN, PENNSYLVANIA, AND STAFFORD, UK, 30 July 2008 - PuriCore (LSE: PURI), the life sciences company focused on developing and commercialising proprietary, green products that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment, announces that it has raised £6 million by way of a Placing through the issue of 44,937,890 Placing Shares (together with Applicable Warrants) at an Issue Price of 13.25 pence per share. The Placing is fully underwritten by Nomura Code Securities. The Company also announces that it is making an Open Offer of up to £4 million. The Open Offer is not underwritten.

In addition, the Company also announces this morning a trading update for the six months ended 30 June 2008. Interim results for this period are expected to be announced on 29 August 2008.

The Placing and the Open Offer

PuriCore has raised approximately £6 million through the issue of 44,937,890 Placing Shares (together with Applicable Warrants) at the Issue Price of 13.25 pence per share. It has also received irrevocable undertakings from Directors and certain other Shareholders to take 1,178,049 Open Offer Shares (together with Applicable Warrants) representing approximately £156,000 at the Issue Price. The net proceeds of approximately £5.1 million (comprising the Net Placing Proceeds of approximately £4.9 million and the Open Offer Shares irrevocably taken up of approximately £0.2 million) will be used to fund the Group's growth plans with a view to securing the sustainable profitability of the Group.

Pursuant to the Placing the 44,937,890 Placing Shares are being conditionally placed firm with institutional investors. 

Qualifying Shareholders are being offered the opportunity to subscribe for Open Offer Shares at the Issue Price. 

To the extent that further funds are raised pursuant to the Open Offer these will be used to fund leases in core markets thereby reducing reliance on monetisation and further strengthening the balance sheet.

 

Applications will be made to (i) the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and (ii) the London Stock Exchange's main market for listed securities for such shares to be admitted to trading. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence by 8.00 a.m. on 27 August 2008.

Trading Update

The Company also announces this morning a trading update for the six months ended 30 June 2008. Unaudited revenues in the period were $19.5 million, an increase of 98 per cent. over the same period in the previous year. Food Safety sales were $10.8 million, an increase of 188 per cent. over the same period in the previous year. Endoscopy sales were $8.4 million, an increase of 43 per cent. over the same period in the previous year. Operating expenses for the first six months are expected to be approximately 8-10% below the same period in the previous year. 

Full details on the Trading Update are contained in a separate announcement.

Greg Bosch, Chief Executive of PuriCore, said:

"Following the completion of this fundraising we are now able to continue to invest in the growth of the business. PuriCore has had an excellent first half with revenues nearly double those for the same period last year. Both core businesses are growing strongly and further opportunities exist to exploit the potential of our technology in other markets and applications."

Prospectus Available for Inspection 

 

A Prospectus incorporating a circular relating to the proposals and convening the General Meeting, which will take place at 12.30 pm on 26 August 2008 at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD will be published and sent to Shareholders today (the "Prospectus"). Copies of the Prospectus will be available later today for inspection by the public at the Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS. 

Enquiries:

PuriCore	+1 484 321 2700
Greg Bosch, CEO  Keith A. Goldan, CFO
Nomura Code Securities Limited	+44 (0) 20 7776 1200
Phil Walker
Financial Dynamics	+44 (0) 20 7831 3113
David Yates Susan Quigley

Nomura Code Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company as sponsor, financial adviser, broker and underwriter in connection with the Placing and the Open Offer and not for any other person and will not be responsible to any other person for providing the protections afforded to its customers or for providing advice in relation to the Placing and the Open Offer, the contents of the Prospectus and, if relevant, the accompanying documents or any arrangements referred to therein. 

This news release has been issued by PuriCore plc and is the sole responsibility of PuriCore plc. 

 

Neither this document nor any accompanying document is an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the ''US Securities Act'') or an exemption from registration. Neither the Existing Ordinary Shares, nor the New Ordinary Shares, nor the Warrants nor the Open Offer Entitlements have been or will be registered under the US Securities Act or under the securities laws of any state of the United States, or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the New Ordinary Shares and the Warrants made available under the Placing and the Open Offer and the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into the United States, Australia, Canada or Japan, and, subject to certain exceptions, white Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person with a registered address in the United States, Australia, Canada or Japan. Outside the United States, the New Ordinary Shares, the Warrants and Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred except in an ''offshore transaction'' (as defined in Rule 902(k) under the US Securities Act) in accordance with Rule 903 or Rule 904 of Regulation S under the US Securities Act.

Neither this document, nor the New Ordinary Shares, nor the Warrants, nor the Open Offer Entitlements have been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the Warrants or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Any purchase of, or application for, the New Ordinary Shares or Warrants should be made only on the basis of information contained in the Prospectus to be sent to Qualifying Shareholders shortly. 

The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement nor that the information in it is correct as of any subsequent time. 

This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, the acceptance of the Group's products by consumers and medical professionals, and the ability of the Group to identify and consummate suitable strategic and business combination transactions.

About PuriCore

PuriCore plc (LSE: PURI) is a life sciences company focused on developing and commercialising proprietary, green solutions that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment. 

The Company targets markets that depend upon controlling contamination, including food safety in retail and foodservice, medical device disinfection, and wound therapy. PuriCore's products are used in approximately 2,200 hospitals (some with multiple systems installed) and supermarkets as well as hotel resorts to protect against the spread of infectious pathogens. Additionally, there are 2,100 dental practices using Sterilox Systems. 

The Company's patented, proprietary technology mimics the human body's production of the natural antimicrobial hypochlorous acid, which is highly effective in killing bacteria, viruses, and fungal spores-without contributing to antibiotic resistance. Hypochlorous acid is proven to be safe, environmentally friendly, and fast acting against a broad range of infectious pathogens, including major public health threats of M. tuberculosis, MRSA, E.coli, Norovirus, H5N1 Avian Influenza, HIV, Salmonella, Polio Virus, Helicobater pylori, and Legionella. Hypochlorous acid is more effective at killing pathogens than bleach but is safe for people and the environment. PuriCore markets a portfolio of branded systems ("Sterilox Systems") that electrochemically generate a hypochlorous acid solution from water and common salt. The Sterilox Systems produce hypochlorous acid solutions at a range of concentrations and at a nearly neutral pH.

PuriCore is headquartered in Malvern, Pennsylvania, with offices in Stafford, UK. 

To receive additional information on PuriCore, please visit our website at www.puricore.com, which does not form part of this press release.

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Proposed Placing of 44,937,890 Placing Shares together with the Applicable Warrants at 13.25 pence per share and proposed Open Offer of up to 30,577,758 Open Offer Shares together with the Applicable Warrants at 13.25 pence per share, Related Party Transaction and Notice of General Meeting

1. Introduction

The Board announced today that PuriCore is proposing to raise approximately £6 million (approximately £5 million net of expenses) through the issue of 44,937,890 Placing Shares together with the Applicable Warrants at the Issue Price under the Placing and up to £4 million through the issue of up to 30,577,758 Open Offer Shares together with the Applicable Warrants at the Issue Price under the Open Offer. The Placing Shares together with the Applicable Warrants are being conditionally placed with institutional investors. The Open Offer is not underwritten. The Net Proceeds will be used to fund the Group's growth plans with a view to securing the sustainable profitability of the Group.

The Placing has been underwritten by Nomura Code Securities subject to the conditions set out in the Placing Agreement, a summary of the principal terms of which is contained in paragraph 13 of Part XII of the Prospectus.

Pursuant to the Placing Agreement, Nomura Code Securities has conditionally agreed to use reasonable endeavours to place the Placing Shares with institutional investors. To the extent that Nomura Code Securities is unable to procure subscribers for the Placing Shares together with the Applicable Warrants, it has agreed to subscribe for such Placing Shares at the Issue Price, subject to the Placing Agreement becoming unconditional in all respects.

Qualifying Shareholders are being offered the opportunity to subscribe for Open Offer Shares together with the Applicable Warrants at a price of 13.25 pence per Open Offer Share (being at a discount of 13.1% per cent. to the closing mid-market price of the Existing Ordinary Shares of 15.25 pence on 29 July 2008) on the following basis:

1 Open Offer Share for every 5 Existing Ordinary Shares

held and registered in their name as at the Record Date and so in proportion for any other number of Existing Ordinary Shares then registered.

Qualifying Shareholders may apply for Open Offer Shares together with the Applicable Warrants in excess of their pro rata entitlement to the extent that other Qualifying Shareholders do not take up their Open Offer Entitlements. See paragraph 9(b) of Part VI of the Prospectus.

Further details about the Open Offer, the terms of the Warrants and how Qualifying Shareholders can apply for Open Offer Shares together with the Applicable Warrants are set out in this letter and in Part VII - "Terms and Conditions" of the Prospectus and, where relevant, in the Application Forms.

2. Recent Developments

PuriCore is a life sciences company focused on developing and commercialising proprietary, green products that safely, effectively, and naturally kill infectious pathogens.

 

The Company has made considerable progress across all areas of its business in its core and emerging markets since 30 June 2006 being the date of the IPO, including:

 

July 2008	• H1 2008 sales of approximately $19.5 million, up 98 per cent. versus H1 2007 with Food Safety revenue increasing 188 per cent. and UK Endoscopy revenue increasing 43 per cent.
	• Awarded an $8.6 million contract extension from PuriCore's largest Food Safety customer, a top-five US supermarket chain
	• Awarded a $2.5 million extension to leases for Sterilox Food Safety Systems with one of PuriCore's largest customers
June 2008	• Issued a £1.5 million unsecured promissory note
April 2008	• Q1 2008 sales of approximately $9.1 million, up 89 per cent. versus Q1 2007 with Food Safety revenue increasing 128 per cent. and UK Endoscopy revenue increasing 68 per cent.
	• Preliminary 2007 results: sales up 18 per cent.
	• Sterilox Solution approved for organic food production, processing, and handling by the Organic Materials Review Institute (OMRI)
February 2008	• Sterilox Food Safety System receives two additional industry awards
January 2008	• Sterilox Solutions demonstrated to be highly effective against pandemic H5N1 avian influenza
	• Awarded $11 million Food Safety order with a second top-five US supermarket chain
December 2007	• Receives an additional US patent for Sterilox technology
	• Receives Food Safety orders with five leading US regional food retailers
October 2007	• Sterilox Food Safety System named Foodservice Consultants Society International product of the year
	• Receives US patent on wound therapy method
September 2007	• Patient study demonstrates safety and efficacy of Vashe Wound Therapy System
	• Interim results: H1 2007 revenues at record levels; up 23 per cent. on H1 2006
June 2007	• Additional studies show Sterilox Solution effective against major outbreak pathogens
May 2007	• Sterilox Solution formally recognised by FDA as safe for direct contact with food
April 2007	• Receives US FDA 510(k) clearance for Sterilox Endoscopy System
February 2007	• Signs exclusive distribution agreement with Minntech Corp.
September 2006	• Awarded $3 million Food Safety order with major US supermarket chain for more than 200 Sterilox Systems
July 2006	• Receives US FDA 510(k) clearance for Vashe Wound Therapy
June 2006	• PuriCore listed on the main market of the London Stock Exchange

 

 

 

 

 

3. Current Trading and Prospects

The Company published its audited annual results for the 12 months ended 31 December 2007 on 2 June 2008. The Company issued its interim management statement for the three months ended 31 March 2008 on 29 April 2008 in which Q1 2008 sales were approximately $9.1 million, an increase of 89 per cent. over the same period in the previous year.

On 30 July 2008, the Company issued a trading update for the six months ended 30 June 2008 in which unaudited Q2 2008 sales were approximately $10.4 million, an increase of 107 per cent. over the same period in the previous year. Overall in the first half of 2008, unaudited revenues were $19.5 million, an increase of 98 per cent. over the same period in the previous year. Food Safety sales in H1 2008 were $10.8 million, an increase of 188 per cent. over the same period in the previous year. Endoscopy sales in H1 2008 were $8.4 million, an increase of 43 per cent. over the same period in the previous year. H1 2008 operating expenses are expected to be 8-10 per cent. lower than the same period in the previous year.

The Company primarily focuses on two core markets, US Food Retail and UK Endoscopy, and has initiated launches into three of its identified emerging markets: Wound Management; Foodservice and Hospitality; and Dental. Additionally, the Company plans to establish its first pilot site in US Endoscopy expected in Q3 2008.

PuriCore has a strong current order book and anticipated order flow in both core markets, namely US Food Retail and UK Endoscopy. The Company also expects increases in gross margins through leveraging the fixed costs associated with the Company's field service departments in both the US and the UK. This anticipated sales growth and improving gross margins, achieved in conjunction with tight cost-control aimed at reducing operational expenditure, should enable the Group to achieve operational leverage of the business model thereby reducing net cash consumption and enabling further expansion into emerging markets.

(a) Core Markets

US Food Retail

In July 2008, the Company announced the award of an $8.6 million contract to extend the existing lease of Sterilox Food Safety Systems with PuriCore's largest customer, a top-five US supermarket chain. Additionally, the Company announced the award of a $2.5 million contract to extend the existing lease of Sterilox Food Safety Systems with one of PuriCore's largest customers. In January 2008, the Company announced the award of an $11 million contract with another top-five US supermarket chain, the second top-five US supermarket chain to adopt the Sterilox technology. This order represents approximately half of this retailer's US store network. PuriCore anticipates that it will receive further orders to complete chain-wide implementation throughout North America in 2009.

UK Endoscopy

In 2008, PuriCore's Endoscopy focus will continue to be primarily in the UK and US markets. In the UK the Company intends to expand its recurring revenue through the sales of service agreements, consumables and rental contracts. As at 30 June 2008, at least one of PuriCore's Endoscopy products is present in approximately 40 per cent. of NHS hospitals that have Endoscopy departments.

(b) Emerging Markets

In emerging healthcare markets, being Wound Management, US Endoscopy and Dental, the Company continues to explore and invest in therapeutic applications for its core technology. With encouraging results from clinicians in its Wound Management business, PuriCore has initiated early discussions with potential partners; is continuing its clinical development programme; and is developing business plans addressing commercialisation, regulatory, reimbursement, and partnership strategies. Following the US FDA 510(k) clearance received in 2007 for the Sterilox Endoscopy Systems, the Company expects to establish its first US pilot site in the third quarter of 2008.

In the emerging commercial markets, being Foodservice and Hospitality, the Company invests in applications of its technology in areas with the greatest opportunity for short- and long-term return. For the Foodservice and Hospitality market, PuriCore has initiated identification of distribution channels that target the foodservice, hotel, and institutional sectors leveraging early adopters in several of the major casino resort properties in Las Vegas. The Company has received three industry awards to date in the Foodservice and Hospitality segment, and although business development is slower than anticipated, first revenues for this segment are expected in late 2008.

(c) Outlook

The outlook for 2008 newsflow for the Group is summarised below:

• complete installation of Sterilox Food Safety Systems in currently contracted stores of a top-five US supermarket chain in Q4 2008;

• transition the clinical development programme on Vashe Wound Therapy to commercialisation in targeted markets with a view to posting early revenues in late 2008 and to undertake early-stage discussions with potential partners;

• establish pilot site in the US for Sterilox Endoscopy Systems in Q3 2008;

• continue early commercialisation and development, including additional trials, in Foodservice and Hospitality businesses and post first revenues in late 2008;

• contract to install Sterilox Food Safety Systems for the remaining stores in the top-five US supermarket chain; and

• contract to install Sterilox Food Safety Systems in additional leading US supermarket retailers.

 

PuriCore has a portfolio of recurring and non-recurring revenues. Recurring revenues are generated from the rental or lease agreements, service contracts, and the sale of consumables. Non-recurring revenues include capital sales of Sterilox Systems. In 2007, recurring revenues accounted for 79 per cent. of total revenue, reflecting a 57 per cent. increase in recurring revenue over 2006. PuriCore offers customers the option of rental or capital sales of its Sterilox Systems. The Company's strategy is to maximise the recurring revenue where possible, thereby preferring to rent or lease its Systems to customers.

4. Reasons for the Fundraising and Use of Net Proceeds

PuriCore plans to use the Net Placing Proceeds, together with its existing cash, to fund revenue growth in its two core businesses (US Food Retail and UK Endoscopy) and to fund market entry and product development in emerging markets with a view to securing the sustainable profitability of the Group.

The Net Placing Proceeds will be used as follows:

 

• approximately £2.5 million towards servicing existing contracts and funding continued market share growth, field service expansion, product development, and application development in the Company's core markets of US Food Retail and UK Endoscopy;

• approximately £0.5 million towards new healthcare market entry with the Group's Wound Management business;

• approximately £1.5 million in repayment of the principal amount of the Woolwich Debt; and

• the balance for working capital and other corporate purposes.

To the extent that further funds are raised pursuant to the Open Offer they will be used to fund leases in core markets thereby reducing reliance on monetisation of leases and further general strengthening of the balance sheet.

5. Background

PuriCore is a life sciences company focused on developing and commercialising proprietary, green products that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment. PuriCore's antimicrobial technology is used in approximately 2,200 hospitals (some with multiple systems installed) and supermarkets, as well as in hotel resorts (as at 30 June 2008) to protect against the spread of infectious pathogens. Additionally, there are approximately 2,100 dental practices using Sterilox Systems. PuriCore markets a portfolio of branded systems (the "Sterilox Systems" or the "Systems") that electrochemically generate a hypochlorous acid solution from water and common salt. PuriCore is headquartered in Malvern, Pennsylvania, with offices in Stafford, UK.

The Company primarily focuses on two core markets and has identified four emerging markets. The Company's core markets are: US Food Retail and UK Endoscopy. In these core markets, the Directors believe that PuriCore is to date the only company currently able to engineer technology on a proven commercial basis that produces a hypochlorous acid solution on-site in such a consistent, safe, effective, and user-friendly manner. The Directors believe that the Sterilox Systems represent a scaleable, platform technology that can be readily applied to new emerging markets.

6. Details of the Placing and the Open Offer

The Company is proposing to raise approximately £6 million through the issue of 44,937,890 Placing Shares together with the Applicable Warrants at the Issue Price under the Placing and up to £4 million through the issue of up to 30,577,758 Open Offer Shares together with the Applicable Warrants at the Issue Price under the Open Offer. Pursuant to the Placing Agreement, 44,937,890 Placing Shares (representing approximately 60 per cent. of the maximum number of New Ordinary Shares issuable) together with the Applicable Warrants are being conditionally placed with institutional investors at the Issue Price. Up to 30,577,758 Open Offer Shares (representing up to 40 per cent. of the maximum number of New Ordinary Shares issuable) together with the Applicable Warrants are being offered to Qualifying Shareholders at the Issue Price under the Open Offer. The Company has received irrevocable undertakings in relation to 5,489,146 Open Offer Shares from Qualifying Shareholders not to take up their Open Offer Entitlements.

The Placing has been underwritten by Nomura Code Securities subject to the conditions set out in the Placing Agreement, a summary of the principal terms of which is contained in paragraph 13 of Part XII of the Prospectus. The Open Offer is not underwritten. The Placing Shares will not be offered to Qualifying Shareholders under the Open Offer.

Qualifying Shareholders are being offered the opportunity to subscribe for Open Offer Shares together with the Applicable Warrants at a price of 13.25 pence per Open Offer Share on the following basis:

1 Open Offer Share for every 5 Existing Ordinary Shares

held and registered in their name as at the Record Date and so in proportion for any other number of Existing Ordinary Shares then registered.

Entitlements of Qualifying Shareholders will be rounded up to the nearest whole number of Open Offer Shares. Excess applications for Open Offer Shares not otherwise taken up are subject to the maximum number of Open Offer Shares being offered under the Open Offer and will be scaled down pro rata to the number of excess Open Offer Shares applied for, or otherwise at the absolute discretion of the Company.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located or resident in, or who are citizens of, or who have a registered address in an Excluded Territory (regardless of the number of Existing Ordinary Shares that they hold) will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 1 (e) of Section A of Part VII - "Terms and Conditions" of the Prospectus.

Under the terms of the Placing and the Open Offer each Placee or Qualifying Shareholder will be entitled to one third of a Warrant for each New Ordinary Share subscribed. Fractional entitlements to Warrants will be rounded down to the nearest whole number. Each Warrant entitles the Warrantholder to subscribe for 1 Ordinary Share at an exercise price of 30 pence for a period of three years from the date of issue of the Warrants. The Warrants will only be issued in uncertificated form and will only be transferable in limited circumstances. The Warrants will not be listed. For further details of the rights under the Warrants, please refer to section B of Part VII of the Prospectus.

The Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims and the white Application Form and the blue Excess CREST Application Form are not documents of title and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any Open Offer Shares and Applicable Warrants not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders, but may be allocated to Qualifying Shareholders who apply for an excess application, with the proceeds retained for the benefit of the Company, or in the event they are not so taken up, will lapse.

The Placing is subject, inter alia, to the satisfaction of the following conditions on or before 27 August 2008 (or such later date as the Company and Nomura Code Securities agree, but in any event not later than 3.00 p.m. on 15 September 2008):

• the passing of the Resolutions;

• Admission becoming effective on or before 8.00 a.m. on 27 August 2008 (or such later date and/or time as the Company and Nomura Code Securities may agree, being no later than 3.00 p.m. on 15 September 2008); and

• the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission.

The Open Offer is subject to the Placing becoming unconditional and the Placing Agreement not being terminated in accordance with its terms prior to Admission.

The latest time and date for acceptance and payment in full under the Open Offer is expected to be 11.00 a.m. on 21 August 2008.

Further details of the procedure for application and payment are set out in paragraph 1 (b) of section A of Part VII of the Prospectus.

Applications will be made to: (i) the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List; and (ii) the London Stock Exchange's main market for listed securities for such shares to be admitted to trading. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence by 8.00 a.m. on 27 August 2008.

7. Effect of the Placing and the Open Offer

Upon completion of the Placing, the Placing Shares will represent approximately 22.66 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 77.08 per cent. of the Enlarged Issued Share Capital. If the Open Offer is fully subscribed, upon completion of the Fundraising, the New Ordinary Shares will represent up to 33.06 per cent. of the Maximum Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 66.94 per cent. of the Maximum Enlarged Issued Share Capital. Following the issue of the New Ordinary Shares to be allotted pursuant to the Placing and the Open Offer, Qualifying Shareholders who take up their full entitlements under the Open Offer will suffer an immediate dilution of approximately 19.67 per cent. to their shareholding in the Company as a result of the issue of the New Ordinary Shares (assuming a full take up under the Open Offer). Qualifying Shareholders who do not take up any of their entitlements under the Open Offer will suffer an immediate dilution of approximately 33.06 per cent. to their shareholding in the Company as a result of the issue of the New Ordinary Shares (assuming a full take up under the Open Offer).

8. General Meeting

A notice convening the General Meeting, to be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD at 12.30 p.m. on 26 August 2008, is set out at the end of the Prospectus. At the General Meeting, in order to enable the Directors to effect the Placing and the Open Offer and issue the New Ordinary Shares and the Warrants, three ordinary resolutions and a special resolution will be proposed to:

 

 

9. Action to be Taken

(a) In respect of the General Meeting

A Form of Proxy for use at the General Meeting is enclosed with the Prospectus. Whether or not you intend to be present at the meeting, the Form of Proxy should be completed in accordance with the instructions printed thereon and returned to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom as soon as possible, but in any event so as to be received by no later than 12.30 p.m. on 24 August 2008. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person, if you so wish.

(b) In respect of the Open Offer

Each white Application Form shows the number of Existing Ordinary Shares registered in the relevant Qualifying non-CREST Shareholder's name on the Record Date, and also shows the number of Open Offer Shares for which such Qualifying non-CREST Shareholder is entitled to apply under the Open Offer, calculated on the basis set out in paragraph 6 of Part VI - "Details of the Placing and the Open Offer" of the Prospectus. The white Application Form incorporates further terms of the Open Offer.

A Qualifying non-CREST Shareholder may apply for any number of Open Offer Shares. Shareholders who in aggregate own 17.95 per cent. of the Existing Ordinary Shares have irrevocably undertaken to the Company not to take up their Open Offer Entitlements of, in aggregate, 5,489,146 Open Offer Shares, thereby increasing the number of Open Offer Shares available to Qualifying Shareholders under the Open Offer. Valid applications up to the relevant Qualifying non-CREST Shareholder's pro rata entitlement will be accepted in full. In the case of applications in excess of the relevant Qualifying non-CREST Shareholder's pro rata entitlement, applications will be satisfied to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements. If there is an oversubscription resulting from excess applications in respect of such excess, applications will be scaled down pro rata to the number of excess Open Offer Shares applied for or otherwise at the absolute discretion of the Company.

Any Qualifying non-CREST Shareholder who wishes to apply for all or any of the Open Offer Shares to which he/she is entitled must complete the white Application Form in accordance with the instructions printed thereon and return it by post to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, or by hand (during normal business hours only) to Equiniti, The Causeway, Worthing, West Sussex, BN99 6DA, United Kingdom with a cheque or banker's draft for the full amount payable on application so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 21 August 2008, at which time the Open Offer will close.

Qualifying CREST Shareholders who wish to apply for some or all of their pro rata entitlements to Open Offer Shares should refer to the CREST manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact Equiniti on 0871 384 2050 (or +44 121 415 0259 if calling from outside the UK). Calls to this/these numbers are charged at 8 pence per minute from a BT landline. Other telephony providers' costs may vary. Equiniti cannot give financial advice in relation to the Open Offer. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for some or all of your pro rata entitlement to Open Offer Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.

10. Overseas Shareholders

Shareholders who have registered addresses outside the United Kingdom, who are citizens or residents of countries other than the United Kingdom or who are US persons, should refer to paragraph 1(e) of section A of Part VII - "Terms and Conditions" of the Prospectus, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of the Prospectus.

 

11. Dividend Policy

The New Ordinary Shares and any Ordinary Shares issued pursuant to the exercise of the Warrants will rank in full for all dividends and other distributions (if any) declared, paid or made by PuriCore following their admission. No dividends have been paid to date, and for the foreseeable future the Group intends to retain all available funds and any future earnings to fund the growth and needs of the Group.

12. Settlement

Qualifying Shareholders with a CREST participation ID and member account ID will be able to take up their Open Offer Shares in uncertificated form. For Qualifying non-CREST Shareholders, it is expected that definitive share certificates will be despatched on 10 September 2008. Pending receipt of certificates in respect of such Open Offer Shares, transfers will be certified against the register of members. The Warrants shall be issued in certificated form to all Qualifying Shareholders taking up their Open Offer Entitlements, whether they intend to hold their Open Offer Shares in certificated or uncertificated form.

13. Taxation

Information regarding taxation in the United Kingdom in connection with the Placing and the Open Offer is set out in paragraph 14 of Part XII - "Additional Information". Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult their own professional adviser as soon as possible.

14. Additional Information

Your attention is drawn to the additional information set out in Parts I to V and VII to XIV of the Prospectus.

15. Intentions of Directors

Greg Bosch, Keith Goldan, Alan Suggett, William Birkett, Michael Sapountzoglou, James Walsh and Christopher Wightman have irrevocably undertaken to subscribe for a total of 528,049 Open Offer Shares together with Applicable Warrants pursuant to their Open Offer Entitlements. Further details of the Directors' interests in the share capital of the Company (as at the date of the Prospectus and as they are expected to be following Admission) are set out in paragraph 6(a) of Part XII - "Additional Information" of the Prospectus.

16. Irrevocable Undertakings

Shareholders who in aggregate own 17.95 per cent. of the Existing Ordinary Shares, have irrevocably undertaken to the Company and Nomura Code Securities not to take up their Open Offer Entitlements in respect of, in aggregate, 5,489,146 Open Offer Shares together with Applicable Warrants. These shares will be available for excess applications from Qualifying Shareholders wishing to take up Open Offer Shares in excess of their Open Offer Entitlements. In addition, these Shareholders have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting in respect of their aggregate holdings. The Company has received irrevocable undertakings from Qualifying Shareholders to take up up to 650,000 Open Offer Shares together with the Applicable Warrants under the Open Offer and to vote in favour of the Resolutions at the General Meeting in respect of their aggregate holdings. Certain Directors have irrevocably undertaken to subscribe for a total of up to 528,049 Open Offer Shares together with the Applicable Warrants pursuant to their Open Offer Entitlements as described in paragraph 7 above.

The Directors with beneficial interests in Existing Ordinary Shares have also irrevocably undertaken to vote in favour of the Resolutions as described in paragraph 20 below.

17. Related Party Transaction

Under the Placing, Woolwich International Holdings Limited ("Woolwich") has agreed to subscribe for 11,320,754 Placing Shares together with the Applicable Warrants at the Issue Price. This constitutes a related party transaction under the Listing Rules. Woolwich is a related party by virtue of its shareholding in the Company. The Board, having been so advised by Nomura Code Securities, considers that the terms of the Participation are fair and reasonable so far as Shareholders are concerned. In giving its advice, Nomura Code Securities has taken into account the commercial assessments of the Directors. Woolwich will not vote on the resolution to be proposed at the General Meeting to approve its participation and has undertaken to take all reasonable steps to ensure that its associates will not vote on this resolution.

18.  Working Capital

A. Should the Placing and the Open Offer Proceed

The Company is of the opinion that, taking into account the Net Placing Proceeds, the Group does not have sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of the Prospectus. The Directors believe that taking into account the Net Placing Proceeds, and on the basis of the projected cash utilisation for the sales, marketing and business development programmes, that is without management taking any mitigating actions, the Group will run out of funds in May 2009.

The Directors believe that in order to make an unqualified working capital statement, the Company would need to raise approximately £5.8 million after expenses through the Placing. Therefore, based upon the Group's existing cash resources and the Net Placing Proceeds, the Group has a shortfall of £0.9 million.

Whilst the Open Offer is not underwritten, should the Open Offer be fully subscribed for, then there will be no shortfall. Should none of the proceeds be raised via the Open Offer, the shortfall will remain as £0.9 million.

The Company intends to make up the above mentioned deficit of approximately £0.9 million in working capital through one or more of the following funding strategies:

Given these funding options, the Directors are confident that the Company will be able to rectify its working capital shortfall.

In the event that some or all of these financing options are not available either at all or on terms acceptable to the Company or, if available may be expensive and onerous for the Company, in order to avoid the risk of insolvency, the Company would have to curtail certain expenditure which the Board currently considers necessary for its growth plans with a view to securing the sustainable profitability of the Group, including the delay or cessation of certain operations in particular in the Company's emerging markets, which would have a material adverse effect on the Company's operations and long term value.

B.  Should the Placing and the Open Offer not Proceed

Should the Placing (and therefore the Open Offer) not proceed for any reason and the Net Proceeds not be received by the Company, the Group would not have sufficient working capital for its present requirements, that is for at least the next 12 months from the date of the Prospectus. In this situation, the Directors estimate that the Group's current working capital, under the Company's current business plan, would run out in January 2009 at which time the Group would require additional funds of approximately £5.8 million to make up the shortfall in working capital to enable it to continue its operations until July 2009, 12 months from the date of the Prospectus.

The Company intends to make up the above mentioned deficit of approximately £5.8 million in working capital by pursuing one or more of the same funding strategies, with the exception of any funds that might have been available under the Open Offer, as set out above in paragraph 18A, namely: 

19. Importance of Vote

As the Placing (and therefore the Open Offer) are conditional, inter alia, upon the passing by Shareholders of the Resolutions at the General Meeting, Shareholders should be aware that, if the Resolutions are not passed and Admission does not take place, the Net Proceeds will not be received by the Company. In this situation, the Directors estimate that the Company's current working capital, under the Company's current business plan, would run out in January 2009 at which time the Company would require additional funds of approximately £5.8 million to make up the shortfall in working capital to enable it to continue its operations until July 2009, 12 months from the date of the Prospectus.

In the event that the Placing and the Open Offer do not proceed, the Group's working capital position is set out in detail in paragraph 18 B above "Should the Placing and the Open Offer not Proceed" above.

20. Recommendation

The Board of Directors consider that the Placing and the Open Offer and the Resolutions are, in the Board's opinion, in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board of Directors unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors with beneficial interests in Existing Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings amounting to an aggregate of 1,654,165 Ordinary Shares, representing approximately 1.08 per cent. of the Company's current issued share capital. In addition, Shareholders who in aggregate own 34,000,309 Ordinary Shares, representing approximately 22.24 per cent. of the Company's current issued share capital, have irrevocably undertaken to vote in favour of the Resolutions.

Yours faithfully,

Christopher P. J. Wightman

Non-executive Chairman

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2008
Record Date for the Open Offer	28 July
Ex-entitlement date for the Open Offer	30 July
Posting of Prospectus and Application Forms	30 July
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	31 July
Latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 14 August
Latest time for depositing Open Offer Entitlements into CREST	3.00 p.m. on 18 August
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 19 August
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer (or settlement of relevant CREST instruction, as appropriate)	11.00 a.m. on 21 August
The results of the Open Offer will be announced by way of a Regulatory Information Service	22 August
Latest time and date for receipt of Forms of Proxy for the General Meeting	12.30 p.m. on 24 August
General Meeting	12.30 p.m. on 26 August
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on 27 August
CREST stock accounts credited in respect of New Ordinary Shares in uncertificated form	27 August
Definitive share certificates for New Ordinary Shares in certificated form and definitive certificates for the Warrants despatched by no later than	10 September

The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this announcement may be adjusted by PuriCore in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange and, where appropriate, to Shareholders.

If you have any queries on the procedure for application under the Open Offer, you should contact the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road Lancing, West Sussex, BN99 6DA, United Kingdom; telephone number: 0871 384 2050 (or +44 121 415 0259 if calling from outside the United Kingdom). Calls to this/these numbers are charged at 8 pence per minute from a BT landline, other telephony providers' costs may vary. The Registrars will not give Shareholders financial advice in connection with the Open Offer.

All references to time in this announcement are to London time.

 

THE PLACING AND THE OPEN OFFER STATISTICS

Issue Price	13.25 pence
Number of Ordinary Shares in issue at the Record Date	152,888,792
Number (and percentage of current issued share capital) of New Ordinary Shares to be issued as:
Placing Shares	44,937,890	29.39%
Open Offer Shares	up to 30,577,758	up to 20.00%
Total New Ordinary Shares	up to 75,515,648	up to 49.39%
Number (and percentage of current issued share capital) of Warrants to be issued under:
The Placing	14,979,296	9.80%
The Open Offer	up to 10,192,586	up to 6.67%
Fundraising	up to 25,171,882	up to 16.46%
Number of Ordinary Shares in issue immediately following Admission of the Placing Shares and the 528,049 Open Offer Shares which certain Directors have irrevocably undertaken to take up (Enlarged Issued Share Capital)	198,354,731
Maximum number of Ordinary Shares in issue immediately following Admission of the Placing Shares and the Open Offer Shares (Maximum Enlarged Issued Share Capital)	up to 228,404,440
Market capitalisation of the Company following the Placing at the Issue Price	£26.2 million
Maximum market capitalisation of the Company following the Placing and the Open Offer at the Issue Price	up to £30.3 million
Gross proceeds of the Placing	£6.0 million
Maximum gross proceeds of the Placing and the Open Offer	up to £10.0 million
Estimated net proceeds of the Placing receivable by the Company	£4.9 million
Estimated maximum net proceeds of the Placing and the Open Offer receivable by the Company	up to £8.9 million

The exchange rate for the Group's income statement of US dollars to pounds sterling for the three year period ended 31 December 2007 was as follows:

2005 $1.82 to £1.00

2006 $1.84 to £1.00

2007 $2.00 to £1.00

 

  DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS

The following definitions apply throughout this announcement unless the context requires otherwise:

"1985 Act"	the Companies Act 1985
"2004 Scheme"	the Sterilox Technologies, Inc. Share Option Scheme 2004
"2005 Scheme"	the Sterilox Technologies, Inc. Share Option Scheme 2005
"2006 Act"	the Companies Act 2006
"Acts"	the 2006 Act and the 1985 Act
"Admission"	admission of the New Ordinary Shares to: (i) the Official List; and (ii) trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards
"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities
"Applicable Warrants"	the relevant number of Warrants to be issued in conjunction with any Open Offer Shares or Placing Shares (as applicable) using the ratio of one-third of a Warrant for each Open Offer Share or Placing Share (as applicable) rounded down to the nearest whole number of Warrants
"Application Forms"	the white Application Form and the blue Excess CREST Application Form
"Articles"	the articles of association of the Company adopted by special resolution on 26 June 2008, as further described in paragraph 5 of Part XII of the Prospectus
"Board" or "Directors"	the directors of PuriCore plc, as set out on page 19 of the Prospectus
"blue Excess CREST Application Form"	the blue excess CREST application form on which Qualifying CREST Shareholders may apply for Open Offer Shares in excess of their pro rata entitlement
"Business Day"	a day on which the London Stock Exchange is open for the transaction of business
"CESR Recommendations"	the Committee of European Securities Regulators' recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no. 809/2004
"Combined Code"	the Combined Code on Corporate Governance
"CREST"	the computerised settlement system operated by Euroclear UK & Ireland to facilitate the transfer of title to shares in uncertificated form
"CREST Regulations"	the Uncertified Securities Regulations 2001
"Director"	a director of the Company
"Enlarged Issued Share Capital"	the issued share capital of the Company after the Placing and the issue of those 528,049 Open Offer Shares which certain Directors have irrevocably undertaken to take up under the Open Offer
"EPA"	the US Environmental Protection Agency
"EU"	the European Union
"EU Money Laundering Directive"	the Council Directive on prevention of the use of the financial system for the purpose of money laundering (91/308/EEC)
"Euro" or "€"	the lawful currency of the European Economic and Monetary Union
"Euroclear UK & Ireland"	Euroclear UK & Ireland Limited
"Excluded Territories"	the United States, Canada, Japan and Australia and any other jurisdictions where the availability of the Open Offer would breach any applicable law
"Executive Directors"	the executive directors of the Company, being Greg Bosch and Keith Goldan
"Existing Ordinary Shares"	the Ordinary Shares in issue at the date of the Prospectus
"FDA"	US Food and Drug Administration
"Form of Proxy"	the form of proxy relating to the General Meeting being sent to Shareholders with the Prospectus
"FSMA"	the Financial Services and Markets Act 2000
"Fundraising"	the Placing and the Open Offer
"General Meeting"	the general meeting of the Company convened for 12.30 p.m. on 26 August 2008, notice of which is set out at the end of the Prospectus
"Group"	the Company and its subsidiary undertakings
"IFRS"	International Financial Reporting Standards
"Incentive Plan"	the PuriCore Executive Omnibus Incentive Plan
"IPO"	the initial public offering of the Ordinary Shares on the London Stock Exchange which became effective on 30 June 2006
"ISO"	International Standards Organisation
"Issue Price"	13.25 pence per New Ordinary Share
"Listing Rules"	the listing rules of the UK Listing Authority
"London Stock Exchange"	London Stock Exchange plc
"Maximum Enlarged Issued Share Capital"	the maximum issued share capital of the Company after the Placing and the Open Offer
"Memorandum"	the memorandum of association of the Company
"Merger"	the merger of PuriCore, Inc. with Sterilox MergerCo, Inc. pursuant to which PuriCore, Inc. became a subsidiary of the Company
"Money Laundering Regulations"	Money Laundering Regulations 2007
"Net Funds"	the aggregate equity finance raised by the Company
"Net Placing Proceeds"	the proceeds of the Placing after deduction of fees and expenses
"Net Proceeds"	the aggregate of the Net Placing Proceeds and, to the extent received, the proceeds under the Open Offer after deduction of additional fees and expenses related to the Open Offer (if any)
"New Ordinary Shares"	up to 75,515,648 Ordinary Shares of 1 pence each in the capital of the Company to be issued pursuant to the Placing and the Open Offer, but, for the avoidance of doubt, excluding the Warrant Shares
"Nomura Code Securities"	Nomura Code Securities Limited
"Official List"	the Official List of the Financial Services Authority
"Open Offer"	the conditional offer inviting Qualifying Shareholders to subscribe for up to 30,577,758 Open Offer Shares together with the Applicable Warrants at the Issue Price on the terms and subject to the conditions set out in Part VII of the Prospectus and in the white Application Form
"Open Offer Entitlements"	the pro rata entitlements to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer together with the Applicable Warrants
"Open Offer Shares"	the up to 30,577,758 new Ordinary Shares to be offered to Qualifying Shareholders under the terms of the Open Offer
"Ordinary Shares"	ordinary shares of 1 pence each in the capital of the Company
"Overseas Shareholders"	Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom
"Participation"	the participation in the Placing by Woolwich International Holdings Limited for 11,320,754 Placing Shares together with the Applicable Warrants at the Issue Price
"Placee(s)"	the person(s) with whom the Placing Shares together with the Applicable Warrants are being conditionally placed
"Placing Agreement"	the conditional agreement dated 29 July 2008 and made between the Company and Nomura Code Securities relating to the Placing, details of which are set out in paragraph 13 of Part XII of the Prospectus
"Placing"	the conditional placing by Nomura Code Securities on behalf of the Company pursuant to the terms and conditions of the Placing Agreement of the Placing Shares together with the Applicable Warrants
"Placing Shares"	the 44,937,890 new Ordinary Shares to be subscribed for by Placees under the Placing subject to the conditions of the Placing Agreement
"Prospectus Rules"	the rules made for the purposes of Part VI of the FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market
"PuriCore" or "Company"	PuriCore plc or when the context requires, PuriCore plc and its subsidiary undertakings or any combination of them
"PuriCore, Inc."	PuriCore, Inc., a Delaware corporation having its principal place of business at 508 Lapp Road, Malvern, Pennsylvania, 19355
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in a CREST account
"Qualifying non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in an Excluded Territory) who hold a minimum of 1 Existing Ordinary Share, permitting them to participate in the Open Offer
"Record Date"	the close of business on 24 July 2008 being the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders
"Registrar", "Receiving Agent" or "Equiniti"	Equiniti Limited
"Regulation S"	Regulation S under the Securities Act
"Regulatory Information Service"	one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information in respect of listed companies
"Resolutions"	the resolutions set out in the notice of General Meeting at the end of the Prospectus
"SEC"	the US Securities and Exchange Commission
"Securities Act"	the US Securities Act of 1933, as amended
"Senior Independent Non-executive Director	the senior independent non-executive Director, being Mr William J. Birkett
"Senior Management"	those members of the management bodies of PuriCore and its subsidiaries who are relevant to establishing that PuriCore has the appropriate expertise and experience for the management of its business for the purposes of paragraph 14.1 of Annex I of Appendix 3 of the Prospectus Rules, being Andrea Holtzman Drucker, Daniel Bee,Tom Hays Daniel, David Angelo Correale and Raymond Francis Mannion
"Shareholders"	holders of Ordinary Shares
"Share Schemes"	the Incentive Plan, the 2004 Scheme and the 2005 Scheme
"Sterilox Group"	PuriCore, Inc. and its subsidiary undertakings
"Sterilox Systems"	the branded system(s) marketed by PuriCore which produce a hypochlorous acid solution from water, electricity and common salt
"Subplan"	the United Kingdom Enterprise Management Incentive Subplan established to permit certain options granted under the 2005 Scheme to qualify as "Enterprise Management Incentives" for UK taxation purposes
"subsidiary undertaking"	has the meaning ascribed to it in sections 1161, 1162 and Schedule 7 of the 2006 Act
"Takeover Code"	the City Code on Takeovers and Mergers
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA
"Unit"	a unit comprising one New Ordinary Share and one-third of a Warrant
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Exchange Act"	the US Securities Exchange Act of 1934
"USDA"	United States Department of Agriculture
"Warrant"	a warrant to subscribe for an Ordinary Share at an exercise price of 30 pence more particularly described in Section B of Part VII of the Prospectus
"Warrantholder"	a holder of Warrants
"Warrant Instrument"	the warrant instrument dated 29 July 2008 constituting the Warrants
"Warrant Shares"	Ordinary Shares that may be issued pursuant to the exercise of the Warrants
"white Application Form"	the white application form on which Qualifying non-CREST Shareholders may apply for Open Offer Shares
"Woolwich Debt"	the loan note for £1.5m described in paragraph 13(c) of Part XII of the Prospectus
"$", "US$", "dollar" or "US dollar"	the lawful currency of the United States
"£" "Sterling", "pounds" "pounds sterling", "p" or "pence"	the lawful currency of the United Kingdom

GLOSSARY OF TECHNICAL TERMS

510(k) clearance	pre-marketing process under section 510(k) of the US Food, Drug and Cosmetic Act whereby manufacturers notify the FDA of their intent to market a medical device
Acinetobacter	a group of bacteria found in water, soil, sewage, hospitals and different types of foods where they can cause serious infections in immuno-compromised people and are often resistant to antibiotics
Automated Endoscope Reprocessor or AER	a machine for the automated decontamination of endoscopes
aldehyde	a highly-reactive chemical compound made by oxidising different alcohols to make resins and organic acids
antimicrobial	an agent that inhibits the growth or multiplication of micro-organisms, or kills them
autoclave	a device that uses steam to sterilise equipment
avian flu, bird flu or H5N1	subtype of the Influenza A virus that is capable of causing illness in many species, including humans. An avian-adapted, highly pathogenic strain of H5N1 is the causative agent of H5N1 flu, commonly known as "avian influenza" or simply "bird flu", and is endemic in many bird populations
biocide or biocidal	a product typically used to kill micro-organisms
biofilm	a naturally occurring community of micro-organisms enclosed within a polysaccharide matrix. Biofilms are ubiquitous in nature and protect micro-organisms from chemical attack
brine	saline solution
Conformité Européene or CE	a product marking applying to products regulated by the European Commission's health, safety and environmental protection legislation, which indicates that a manufacturer has conformed with all the obligations required and is allowed to freely distribute the product
decontamination	disinfection or sterilisation of infected articles to make them suitable for use
disinfectant	an agent that destroys most recognised pathogenic and other kinds of micro-organisms by chemical or physical means but not necessarily all microbial forms, such as bacterial spores
disinfection	the destruction of pathogenic and other kinds of micro-organisms by physical or chemical means. Disinfection is a less lethal process than sterilisation, since it destroys most recognised pathogenic microorganisms, but not necessarily all microbial forms, such as bacterial spores
electrochemical cell	a set up that uses an electrolyte and electrodes in such a way that a chemical reaction will produce an electric current sent through an external circuit. In any electrochemical cell, oxidation reactions take place at the anode, and reduction reactions take place at the cathode
electrolyte	the medium in a fuel cell that provides the ion transport mechanism between the anode and the cathode necessary to sustain the electrochemical process. In a fuel cell, the electrolyte allows the transport of positively charged hydrogen ions (protons) from the anode, where they are produced, to the cathode, where they react with oxygen molecules and electrons to produce water
endodontic	the branch of dentistry that deals with diseases of the tooth root, dental pulp, and surrounding tissue
endoscope	a fiber optic instrument for examining visually the interior of a bodily canal or a hollow organ such as the colon, bladder, or stomach
endoscopy	endoscopy is the general term for the use of an endoscope, for examining the inside of the body. For instance the examination of the colon using an endoscope is called a colonoscopy, the stomach in a gastroscopy and the examination of the bronchi in a bronchoscopy
endospores	the dormant state of an organism, typically a bacterium which exhibits a lack of biosynthetic activity, reduced respiratory activity, and has resistance to heat, radiation, desiccation and various chemical agents
ENT	ear, nose and throat
fogging	process of distributing liquid into the atmosphere through the delivery of very small droplets
germicide	an agent that destroys microorganisms, especially pathogenic organisms
gluteraldehyde	a colourless liquid with a pungent odour used to sterilise medical and dental equipment. It is also used for industrial water treatment and as a chemical preservative
high level disinfectant or HLD	a germicide that inactivates all microbial pathogens, except large numbers of bacterial endospores, when used according to labeling. The FDA further defines a high level disinfectant as a sterilant used under the same contact conditions except for a shorter contact time
HIV	human immunodeficiency virus, the virus that causes AIDS
hypochlorite	chemical compound containing `available' chlorine used for disinfection.
ion	an atom or group of atoms that carries a positive or negative charge as a result of having lost or gained one or more electrons
Legionnaires disease or Legionella	an acute, sometimes fatal respiratory disease caused by abacterium of the genus Legionella, especially L. pneumophila, and characterised by severe pneumonia, headache, and a dry cough
Methicillin-Resistant Staphylococcus aureus (MRSA)	a strain of Staphylococcus aureus that has become resistant to the antibiotic methicillin. In practice, MRSAs are generally resistant to many antibiotics and some are resistant to all but vancomycin
microbe	microscopic organisms, such as bacteria, fungi, microscopic algae, protozoa, and viruses
misting	refers to spraying small droplets of water into the air around produce to increase humidity
mutagenic	ability to cause mutations, a mutagen is a substance which can cause changes in the DNA of cells (mutations). Mutagenicity is the ability of a substance to cause mutations
neutrophil	a white blood cell that plays a central role in the defence of a host against infection. Neutrophils are phagocytes that engulf and destroy bacteria and fungi and foreign micro-organisms
norovirus	a group of related viruses, including Norwalk and Norwalk-like viruses, that can cause stomach pain, diarrhoea, and vomiting in humans. Norovirus is the most common cause of infectious gastroenteritis. Outbreaks of Norovirus gastroenteritis are common in semi-closed environments such as hospitals, nursing homes, schools and cruise ships
oxidant	a substance containing oxygen that reacts chemically with other materials to produce new substances
pathogen	a micro-organism that causes disease in another organism. Generally, any viruses, bacteria, or fungi that cause disease
peracetic acid	a strong oxidant, also known as peroxyacetic acid
pH	(from "potential of Hydrogen") the logarithm of the reciprocal of hydrogen-ion concentration in gram atoms per litre; provides a measure on a scale from 0 to 14 of the acidity or alkalinity of a solution (where 7 is neutral and greater than 7 is more alkaline and less than 7 is more acidic)
protein fixation	the binding of protein onto surfaces in the presence of a chemical fixative agent
sterile	state of being free from viable micro-organisms
sterilisation	validated process used to render a product free of all forms of viable micro-organisms
tuberculosis, TB or Mycobacterium tuberculosis	an infectious disease caused by Mycobacterium tuberculosis that typically affects the lungs (pulmonary TB), but may also occur in other organs (extrapulmonary TB). TB infection refers to asymptomatic, latent infection with TB bacteria active TB disease refers to symptoms caused by replicating bacteria

 

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