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Healthcare Enterprise Group
biswell - Tue, 20 Dec 05 :
HEALTHCARE ENTERPRISE GROUP PLC
Ebiox share purchace
Further to the announcement made on 12 January 2004 by Healthcare Enterprise
Group PLC (HCEG), the healthcare products and services company, relating to a
proposed increase in the Group's holding in Ebiox Ltd and certain related
transactions, HCEG today announces that the definitive documentation has been
signed and that the transaction is now completed.
Keith MacGregor, Ebiox's Managing Director, will prior to the exercise of the
options granted to HCEG, hold 51% of Ebiox. He has today entered into a service
contract with Ebiox and will join HCEG's Products and Distribution Division
management team.
Stuart Bruck, Chairman, Healthcare Enterprise Group PLC, commented:
'A focus for us is the commercialisation of this world class product which
stands alone with its sterilisation properties. Keith MacGregor brings strong
credentials to the company and we welcome his experience built in the medical
industry.
'We envisage continuing positive news from Ebiox and the other technologies
within our portfolio over the coming year and look forward to building our
presence in the market place.'
The terms or the transaction are as follows:
1 the acquisition of a further 14% of the share capital of Ebiox,
taking the Group's interest to 49% for a consideration of 15 million HCEG shares
2 the grant of a call option to HCEG to acquire a further 2% for a
price of up to £100,000. This will be satisfied in cash and/or shares at the
option of HCEG. HCEG may give notice to exercise this option at any time up to
March 2006;
3 the grant of a further call option to HCEG to acquire the
remaining 49% at a price to be determined by reference to the financial
performance of Ebiox, subject to a minimum price of £2 million and a maximum
price of £5 million, again to be satisfied in cash and/or shares at the option
of HCEG. HCEG may give notice to exercise this option at any time after the
exercise of the first option up to April 2006;
4 the shareholders of Ebiox (being SafaTec (UK) Limited, Keith
MacGregor and HCEG) have entered into a shareholders agreement which regulates
the way in which Ebiox is to be operated and managed; and
5 Keith MacGregor will also be entitled to payment of further
amounts based on the Group's aggregate sales of Ebiox products over a three year
period above a threshold volume, such payments not to exceed £2 million.
23 February 2004
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