MDY Mdy Healthcare

RNS Number:0609G
Medisys PLC
12 July 2006


                                  Medisys plc                                   


 Subscription by 3i and directors for 156,666,665 new Ordinary Shares at 3p per 
                                     share                                      
          Appointment of Charles Spicer as new Chief Executive Officer          
         Proposed appointment of Alan MacKay as Non Executive Director          
                Proposed move to AIM and change of company name                 



12 July 2006


Medisys plc ("Medisys" or the "Company") today announces a series of steps aimed
at transforming the Company into an active and strategic investor in healthcare
opportunities.

Fundraising

Medisys today announces that it proposes to raise approximately #4.7m (#4.4m net
of expenses) through subscriptions for New Ordinary Shares by (or on behalf of)
3i, David Wong and Charles Spicer. Following this transaction, 3i will be
interested in approximately 23% of the Enlarged Issued Share Capital.

New appointments

Medisys today announces the appointment of Charles Spicer as Chief Executive
Officer. Charles, who has nearly twenty years corporate finance experience, has
been Head of Healthcare Corporate Finance at Numis Securities Limited and prior
to that at Nomura International plc. In both roles, he advised a wide range of
companies in the healthcare sector on corporate finance, mergers and
acquisitions and corporate broking.

Medisys also announces that following completion of the Share Subscriptions and
Admission to AIM, Alan MacKay, Head of Healthcare at 3i Investments plc, will
join the Board of Medisys as a non-executive Director. Alan is a member of the
3i Leadership team and heads its healthcare group of 20 investment professionals
based throughout Europe, US and Asia, and actively invests in the
pharmaceuticals, medical device and care services sub-sectors.

Name change and move to AIM

Medisys intends to cancel its listing on the Official List and apply for its
share capital to be admitted to trading on AIM, at which point Brewin Dolphin
will be appointed as the Company's Nominated Adviser and Broker.

In addition, the Company is proposing to change its name to MDY Healthcare plc.

The cancellation of Listing, the proposed Share Subscriptions, the Company's
proposed change of name and the changes to the Company's Memorandum of
Association all require Shareholder approval and to this end the Company intends
to publish in the next few weeks a circular convening an extraordinary general
meeting at which the appropriate resolutions will be put to Shareholders.

Background and strategy

As previously announced, Medisys intends to be an investing company. The
Directors intend to identify investment opportunities, both as sole investor and
as a co-investor together with other sector investors, in companies in the
following sub-sectors: medical technology, diagnostics and biopharmaceuticals as
well as providers of other healthcare-related products and services. The Company
will consider investments in both private and publicly traded companies in the
UK, Continental Europe, Scandinavia, North America, the Far East and Asia, as
appropriate.

Medisys intends to identify opportunities where the investee company has
products or services addressing a sizeable market opportunity, and where
management has a proven track record.

Alan MacKay, Managing Director and Head of Healthcare at 3i Investments plc,
said:

"There is a real need to develop the next generation of high growth healthcare
companies. There is a clear opportunity alongside mainstream public equity and
private equity, for Medisys to nurture and build exciting new mid-size companies
in the healthcare arena."

Charles Spicer, Chief Executive, said:

"The healthcare sector globally has many private businesses that struggle to
access the public markets as well as smaller public companies in need of
corporate solutions. The Company will seek to invest its cash resources in
companies where it can unlock value through the provision of financial support
and strategic guidance."

David Wong, Executive Chairman, said:

"This is a profound transformation of our business. With a substantial injection
of cash and the appointments of two very experienced and well connected
individuals from the sector, we are confident that we can execute our new
strategy successfully."

Contacts

Financial Dynamics
Ben Atwell: +44 (0) 20 7269 7242, email ben.atwell@fd.com

Medisys plc
Charles Spicer: +44 (0) 7801 038 435, email charlesspicer@medisys-group.com
David Wong: +44 (0) 20 7563 5066, email wongd@medisys-group.com

3i Press Office
Helen Adams: +44 (0) 20 7975 3476, email helen_adams@3i.com

Introduction

Medisys announces today that it intends to apply for the cancellation of its
listing on the Official List and to apply for its share capital to be admitted
to trading on AIM. It is anticipated that the cancellation of Listing and
Admission to AIM will become effective in mid-September 2006.

The Company is also delighted to announce today the appointment of Charles
Spicer as Chief Executive Officer.

The Company also announces its proposal to raise approximately #4.7m (#4.4m net
of expenses) through subscriptions for New Ordinary Shares at 3p per share by or
on behalf of 3i, David Wong (Executive Chairman) and Charles Spicer. Following
completion of the Share Subscriptions, which are conditional on, amongst other
things, Admission to AIM, it is anticipated that Alan MacKay, Head of Healthcare
at 3i Investments plc, will join the board of Medisys as a non-executive
director.

In addition, the Company announces that it is proposing to amend the objects
clause of its Memorandum of Association to make them more appropriate for a
company carrying out investment activities rather than one with a
pharmaceuticals trading business. The Company is also proposing to change its
name to MDY Healthcare plc.

The cancellation of Listing, the proposed Share Subscriptions, the Company's
proposed change of name and the changes to the Company's Memorandum of
Association all require Shareholder approval and to this end the Company intends
to publish in the next few weeks a circular convening an extraordinary general
meeting at which the appropriate resolutions will be put to Shareholders.

Background to and reasons for the cancellation of Listing on the Official List
and Admission to AIM

On 18 April 2006 the Company published a Circular (the "April Circular")
proposing the sale of its operating business. This sale was approved by
Shareholders on 4 May 2006 and was completed as of 12 May 2006. In the April
Circular, the Board set out its intention that Medisys become an investing
company and that the Board would consider whether it would be in the best
interests of Shareholders for the Company's shares to be admitted to trading on
AIM rather than remain on the Official List. Having considered this, the Board
is of the view that it would be in the best interests of Shareholders to cancel
the Company's listing on the Official List and to apply to have the Company's
shares admitted to trading on AIM.

AIM is one of the world's leading markets for smaller, growing companies from
all over the world. Since its launch in 1995, over 1,500 companies have chosen
to join AIM, creating a unique market of innovative and entrepreneurial
companies. AIM's success is built on a simplified regulatory environment which
has been specifically designed for the needs of smaller companies.

The Directors believe that this simplified regulatory environment will provide
the Company with more flexibility and enable cost savings to be made. To date,
Medisys has successfully managed its continuing regulatory and compliance
obligations.

The Official List is designed for established and larger companies. The
Directors believe, given the Company's size and proposed activities that its
needs are better served by AIM. The Directors therefore believe that it would be
in the best interests of the Company and Shareholders to cancel the Company's
listing on the Official List and seek admission to AIM.

Admission to AIM

As the Company has had its securities traded upon the Official List (an AIM
"designated market") for more than 18 months prior to the date of its proposed
Admission to AIM, it can apply to be admitted to AIM without having to publish
an admission document using the "fast track" route to AIM. This requires a
detailed pre-admission announcement to be provided to the London Stock Exchange
at least 20 business days prior to the date of its proposed Admission to AIM
(the "20 Day Announcement"). Therefore, assuming that the Resolution to approve
the Cancellation of Listing is approved at the EGM, the Company will make the 20
Day Announcement immediately after the conclusion of the EGM.

Effective from the Cancellation of Listing and Admission to AIM, Nomura Code
Securities Limited will cease to be the Company's sponsor, financial adviser and
broker and Brewin Dolphin will be appointed as the Company's Nominated Adviser
and Broker.

Investing Strategy

As disclosed in the April Circular, the Directors intend that the Company will
be an investing company. The Directors intend to identify investment
opportunities, both individually and as a co-investor together with other sector
investors, in companies in the following sub-sectors: medical technology,
diagnostics and biopharmaceuticals as well as providers of other
healthcare-related products and services. The Company will consider investments
in both private and publicly traded companies in the UK, Continental Europe,
Scandinavia, North America, the Far East and Asia, as appropriate.

The Directors intend to identify opportunities where the investee company has
products or services addressing a sizeable market opportunity, and where
management have a proven track record.

In accordance with the AIM Rules, the Company will seek the consent of
Shareholders for its investing strategy each year at its annual general meeting
until it has been substantially implemented.

Appointment of new Chief Executive Officer

Charles Spicer was today appointed as Chief Executive Officer of the Company.
Charles was previously Head of Healthcare Corporate Finance at Numis Securities
Limited and prior to that Head of Healthcare Corporate Finance at Nomura
International plc. In both roles, he advised a wide range of companies in the
healthcare sector on corporate finance, mergers, acquisitions and corporate
broking.

Share Subscriptions

In conjunction with the cancellation of its Listing and Admission to AIM and in
order to provide the Company with additional funds to develop a diverse
portfolio of investments according to its investing strategy, the Company is
proposing to raise #4.7m (#4.4m net of expenses) by the issue of, in aggregate,
156,666,665 New Ordinary Shares, to the Subscribers at a price of 3 pence per
Ordinary Share. The New Ordinary Shares represent approximately 28.9 per cent.
of the Company's current issued share capital.

Pursuant to the terms of the subscription letters entered into today between the
Company and each of 3i, MCM (a company wholly owned by a trust settled by David
Wong) and Charles Spicer have agreed, subject to and conditional on Admission to
AIM, to subscribe, at 3p per share, for 133,333,333 New Ordinary Shares,
16,666,666 New Ordinary Shares and 6,666,666 New Ordinary Shares, respectively.

The proposed subscriptions by MCM and Charles Spicer are related party
transaction under the Listing Rules, but, due to their size, do not require the
approval of Shareholders.

The Issue Price represents a discount of 7.7 per cent. to yesterday's middle
market closing price of 3.25p and a discount of 1.5 per cent. to the average
middle market closing price for the preceding 20 trading days.

As a result of the Share Subscriptions:
   
  * David Wong's interests in Ordinary Shares will increase from 20,000,000
    Ordinary Shares to 36,666,666 Ordinary Shares representing 5.25 per cent. of
    the Enlarged Issued Share Capital;
   
  * Charles Spicer's interests in Ordinary Shares will comprise 6,666,666
    Ordinary Shares, representing 0.95 per cent. of the Enlarged Issued Share
    Capital; and
   
  * 3i's interests in Ordinary Shares will increase from 27,500,000 Ordinary
    Shares to 160,833,333 Ordinary Shares, representing 23.02 per cent. of the
    Enlarged Issued Share Capital. In addition, the Board has invited Alan
    MacKay to join the Company's board as a non-executive director following
    completion of the Share Subscriptions and Admission to AIM.

Alan MacKay is a member of the 3i Leadership team and heads its healthcare group
of 20 investment professionals based throughout Europe, US and Asia, and
actively invests in the pharmaceuticals, medical device and care services
sub-sectors

Director's information for Charles Spicer

Set out below is information relating to all of the directorships (other than
that of the Company) Charles Spicer has held and partnerships in which he has
been a partner, in each case over the previous 5 years preceding the date of
this document.

  Current directorships        Past directorships
  Gresham's School             Numis Securities Limited

Charles Spicer has:

(a) no unspent convictions in relation to indictable offences;

(b) not had any bankruptcy order made against him or entered into any individual
voluntary arrangements;

(c) not been a director of a company which has been placed into receivership,
compulsory liquidation or creditors' voluntary liquidation or administration or
which has entered into any company voluntary arrangement or any composition or
arrangement with its creditors generally or any class of its creditors, nor has
he been a director of any such company within the 12 months preceding such an
event;

(d) not been a partner of any partnership which has been put into compulsory
liquidation or administration or entered into partnership voluntary
arrangements, nor has he been a partner of such partnership within the 12 months
preceding such an event;

(e) not had a receivership of any of his assets or of a partnership where he was
a partner at the time or within the 12 months preceding such event;

(f) not been publicly criticised by statutory or regulatory authorities
(including recognised professional bodies); and

(g) not been disqualified by a court from acting as a director of a company or
from acting in the management or conduct of the affairs of any company.

 
                                  DEFINITIONS                                   
                                                                                
The following definitions apply throughout this document, unless the context    
requires otherwise:                                                             
 
"Admission to AIM"     admission of the Enlarged Issued Share Capital to trading
                       on AIM                                                   
                                                                                
"AIM"                  a market operated by the London Stock Exchange           
                                                                                
"Brewin Dolphin"       Brewin Dolphin Securities Limited                        
                                                                                
"Company" or "Medisys" Medisys plc                                              
                                                                                
"Enlarged Issued Share the issued ordinary share capital of the Company as      
Capital"               enlarged by the Share Subscriptions                      
                                                                                
"Extraordinary General the extraordinary general meeting of Medisys, notice of  
Meeting" or "EGM"      which will be sent out in due course.                    
                                                                                
"Issue Price"          3p per New Ordinary Share                                
                                                                                
"Listing"              the Listing of Ordinary Shares on the Official List      
                                                                                
"MCM"                  Medical Consultants and Management Limited, an investing 
                       holding company registered in Jersey which is wholly     
                       owned by a trust settled by David Wong, the beneficiaries
                       of which are Dr Wong's wife and children                 
                                                                                
"New Ordinary Shares"  the 156,666,665 new Ordinary Shares, in aggregate,       
                       proposed to be allotted and issued fully paid to the     
                       Subscribers pursuant to the Share Subscriptions          
                                                                                
"Official List"        the Official List of the UK Listing Authority            
                                                                                
"Share Subscriptions"  the proposed subscriptions by the Subscribers for the New
                       Ordinary Shares at the Issue Price pursuant to the terms 
                       of the Subscription Letters                              
                                                                                
"Subscribers"          3i, MCM and Charles Spicer                               
                                                                                
"Subscription Letters" the conditional letters of agreement dated 11 July 2006  
                       between the Company and each of the Subscribers.         







                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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