31st Mar 2006 15:05
Healthstar Group plc31 March 2006 Healthstar Group plc On 15 March 2006 the boards of Healthstar and Ultrasis announced that arecommended proposal had been agreed for the acquisition of Healthstar byUltrasis, to be effected by way of a scheme of arrangement under section 425 ofthe Companies Act, which requires approval by Healthstar Shareholders andsanction of the Court. Upon the Scheme becoming effective, HealthstarShareholders will receive 28.3 New Ultrasis Shares for each Healthstar Share. The Company is today posting a scheme document to shareholders (the "SchemeDocument") inter alia convening a Court Meeting and an Extraordinary GeneralMeeting for 27 April 2006 at which resolutions will be proposed to approve theScheme. Full details of the shareholder meetings and information on bothUltrasis and Healthstar are set out in the Scheme Document. Details of the terms of the Proposal were set out in the announcement of 15March 2006. If the resolutions are approved application will be made to theLondon Stock Exchange for Healthstar Shares to be suspended from trading on AIMwith effect from 7.00 a.m. on the day of the Court Hearing. If the Schemebecomes effective based on the expected timetable set out below, the last day ofdealings in Shares on the London Stock Exchange is expected to be 12 May 2006(being the Dealing Day immediately prior to the Court Hearing). Application willbe made to the London Stock Exchange for the New Ultrasis Shares to be admittedto trading on AIM. It is expected that Admission will become effective and thatdealings on AIM (for normal settlement) in the New Ultrasis Shares will commenceat 8.00 a.m. on the first Dealing Day after the Effective Date. If the Scheme becomes effective, it will be binding on all HealthstarShareholders irrespective of whether or not they attended or voted in favour ofthe Scheme at the Court Meeting or in favour of the special resolution to beproposed at the EGM. The expected timetable is set out below:Event 2006 Latest time for receipt of Form of Proxy for the Court Meeting 3.00 p.m. on 25 April Latest time for receipt of Form of Proxy for the EGM 3.15 p.m. on 25 April Voting Record Time for Court Meeting 6.00 p.m. on 25 April Voting Record Time for EGM 6.00 p.m. on 25 April Court Meeting 3.00 p.m. on 27 April Extraordinary General Meeting 3.15 p.m. on 27 April Last day of dealings in, and for registration of transfers of, 12 MayHealthstar Shares Scheme Record Time 6.00 p.m. on 12 May Suspension of trading in Healthstar Shares 7.00 a.m. on 15 MayCourt Hearing of the petition to sanction the Scheme 15 May Effective Date of the Scheme 16 May Admission and first dealing date of New Ultrasis Shares 17 May CREST accounts credited 17 May Latest day for despatch of share certificates in respect of New 31 MayUltrasis Shares Copies of the Scheme Document may be obtained from: The Company Secretary Healthstar Group plc, 145-157 St John Street London EC1V 4RU Enquiries: Healthstar Group plc 020 7490 3788Geoffrey Parsons, Non-executive Chairman Marshall Securities Limited (Financial adviser to Healthstar) 020 7490 3788John Webb Ultrasis plcGerald Malone, Non-executive Chairman 07711 085611Nigel Brabbins, Chief Executive Officer 020 7566 3900 Seymour Pierce Limited (Financial adviser to Ultrasis) 020 7107 8000Stuart LaneJohn Depasquale Capitalised terms have the meanings set out in the Scheme Document. The Proposal is subject to the conditions and terms set out in the SchemeDocument. Seymour Pierce Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Ultrasis and for no-one else inconnection with the Proposal and will not be responsible to anyone other thanUltrasis for providing the protections afforded to customers of Seymour PierceLimited, nor for providing advice in relation to the Proposal or any mattersreferred to herein. Marshall Securities Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Healthstar and for no-one else inconnection with the Proposal and will not be responsible to anyone other thanHealthstar for providing the protections afforded to customers of MarshallSecurities Limited, nor for providing advice in relation to the contents of theProposal or any matters referred to herein. This announcement is not an offer to sell or an invitation to purchase anysecurities or the solicitation of any vote or approval in any jurisdiction.Healthstar Shareholders are advised to read carefully the formal documentationin relation to the Proposal. The availability of the Proposal to persons not resident in the UK may beaffected by the laws of the relevant jurisdiction. Any persons who are subjectto the laws of any jurisdiction other than the UK should inform themselves aboutand observe any applicable requirements. The Proposal will not be made, directly or indirectly, in, into or fromAustralia, Canada, Japan, the Republic of Ireland, South Africa or the UnitedStates. Accordingly, this Scheme Document or accompanying documents (or any copythereof) is not being, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from Australia, Canada, Japan, the Republic ofIreland, South Africa or the United States. All Healthstar Shareholders or otherpersons (including nominees, trustees and custodians) who would otherwise intendto, or may have a contractual or legal obligation to, forward the SchemeDocument and accompanying documents to any jurisdiction outside the UnitedKingdom should refrain from doing so and seek appropriate professional advicebefore taking any action. Neither the United States Securities and ExchangeCommission nor any State Securities Commission has reviewed, approved ordisapproved of the Scheme or the Proposal described herein. The New Ultrasis Shares to be issued pursuant to the Proposal have not been andwill not be registered under the United States Securities Act of 1933 (asamended). Furthermore, the New Ultrasis Shares have not been and will not beregistered under any of the relevant securities laws of Australia, Canada,Japan, the Republic of Ireland or South Africa. Accordingly the New UltrasisShares may not be offered, sold, resold or delivered directly or indirectly inor into Australia, Canada, Japan, the Republic of Ireland, South Africa or theUnited States or any jurisdiction in which to do so is unlawful (except incompliance with applicable legislation). Dealing disclosure requirements: Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Ultrasis plc or HealthstarGroup plc, all "dealings" in any "relevant securities" of that company(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Schemebecomes effective or on which the "offer period" otherwise ends. If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an "interest" in "relevant securities" of Ultrasis plcor Healthstar Group plc, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Ultrasis plc or of Healthstar Group plc by Ultrasis plc or byHealthstar Group plc or by any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 76380129; fax +44 20 7236 7013. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ultrasis Plc