MDY Mdy Healthcare

RNS Number:7212H
AIM
16 August 2006



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE 
WITH AIM RULE 2

ALL APPLICANTS MUST COMPLETE THE FOLLOWING:

COMPANY NAME:

MDY Healthcare plc (formerly Medisys plc)

COMPANY ADDRESS:

HEAD OFFICE AND BUSINESS ADDRESS: 1 Great Cumberland Place, London

REGISTERED OFFICE: 23 Bridge Street, Ellon, Aberdeenshire

COMPANY POSTCODE:

HEAD OFFICE AND BUSINESS ADDRESS: W1H 7AL

REGISTERED OFFICE: AB41 9AA

COUNTRY OF INCORPORATION:

Scotland

COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED IN
ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:

The Company intends 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 Company intends to identify opportunities where the investee company has products or services addressing a sizable
market opportunity, and where management have a proven track record. The Company intends to seek to make investments on
both an active and passive basis.



The Company expects to make its first investments within 12 months of admission to AIM. However, in the unlikely event
that the Company is unable to identify any suitable investments within 36 months, the Board would consider the return
of cash to shareholders by an appropriate means.



The directors of the Company have significant operational and investment advisory experience of the sector and
therefore the ability to identify and review a wide range of potential investments. In addition, the Company will
employ, where appropriate, external technical, intellectual property, legal and accounting advisers to assist in the
due diligence investigations of proposed investments.



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.
DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which it
seeks admission and the number and type to be held as treasury shares):
698,684,812 ordinary shares of 1p each (including 156,666,665 new ordinary shares to be issued at 3p per share pursuant
to certain share subscriptions)

CAPITAL TO BE RAISED ON ADMISSION:

Approximately #4.7m (approximately #4.4m net of expenses)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:

David Wong, Executive Chairman

Charles Alexander Evan Spicer, Chief Executive Officer

Derek Noel Ablett, Non-Executive Director

Alan MacKay, Non-Executive Director (proposed)

PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL
BEFORE AND AFTER ADMISSION:

Before Admission:


TD Waterhouse Nominees Europe Limited A/C Smktnoms                                               12.59 %


Barclayshare Nominees Limited                                                                    9.62 %
Carnegie Global Healthcare Fund (under A/C Chase Nominees Limited A/C CMBL)                      8.07 %
L R Nominees Limited A/C Nominee                                                                 6.91 %
3i Group plc (under A/C Bny Ocs Nominees Limited A/C 3IPLC)                                      5.07 %


Medical Consultants and Management Limited ("MCM") under A/C SBS Nominees Limited A/C SBCLT*     3.69 %


N Y Nominees Limited                                                                             3.43 %
HSDL Nominees Limited                                                                            3.33 %


After Admission:


3i Group plc (under A/C Bny Ocs Nominees Limited A/C 3IPLC)                                      23.02%
TD Waterhouse Nominees Europe Limited A/C Smktnoms                                               9.76 %


Barclayshare Nominees Limited                                                                    7.47 %
Carnegie Global Healthcare Fund (under A/C Chase Nominees Limited A/C CMBL)                      6.26 %
L R Nominees Limited A/C Nominee                                                                 5.36 %
MCM under A/C SBS Nominees Limited A/C SBCLT*                                                    5.25 %
N Y Nominees Limited                                                                             2.66 %
HSDL Nominees Limited                                                                            2.58 %

* MCM is 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

NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

ANTICIPATED ACCOUNTING REFERENCE DATE:

30 September

EXPECTED ADMISSION DATE:

14 September 2006

NAME AND ADDRESS OF NOMINATED ADVISER:

Brewin Dolphin Securities Limited

National House

36 St Ann Street

Manchester

M60 2EP

NAME AND ADDRESS OF BROKER:

Brewin Dolphin Securities Limited

National House

36 St Ann Street

Manchester

M60 2EP

DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS
WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A

DATE OF NOTIFICATION:

16 August 2006

NEW/ UPDATE (see note):

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

UKLA Official List

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

16 June 2000

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY
REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET:

The Directors of MDY Healthcare plc confirm that following due and careful enquiry, MDY Healthcare plc has adhered to
all legal and regulatory requirements involved in having its securities traded on the London Stock Exchange.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST
TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.mdyhealthcare.com or www.londonstockexchange.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTMENT STRATEGY:

The Company's strategy following its admission will be to continue to pursue its investment policy as set out above.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

On 18 April 2006 the Company published a circular (the "April Circular") proposing the sale of its operating business.
This sale was approved by the Company's shareholders on 4 May 2006 and was completed as of 12 May 2006. In the April
Circular, the Board set out its intention that the Company should become an investing company.


The completed disposal of its operating business for a consideration of $42.8m (approximately #24.2m) in cash was used
in part to settle MDY Healthcare plc's term note loan facility of $9.75 million (approximately #5.5 million) and
overdraft facility of $4.25m (approximately #2.4 million) and other outstanding debts. Following repayment of all these
amounts MDY Healthcare plc was effectively debt free with a cash balance of approximately #20m.


On 12 July 2006, the Company announced, amongst other things, its proposal for its share capital to be delisted from
the Official List of the UKLA and admitted to trading on AIM and the proposed subscriptions by 3i Group plc, David Wong
(through MCM) and Charles Spicer which will raise #4.7m (approximately #4.4m net of expenses) through the allotment of
new ordinary shares in the Company.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR
ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company will be insufficient for at
least 12 months from the date of its Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company's ordinary shares will continue to settle through CREST and in certificated form

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.mdyhealthcare.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

All information equivalent to that required for an admission document is currently publicly available.

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL
YEAR END NOT MORE THAN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE
PREPARED ACCORDING TO UK OR US GAAP OR INTERNATIONAL ACCOUNTING STANDARDS:

The annual report and accounts for the year ended 30 September 2005, prepared in accordance with UK GAAP, are available
at www.mdyhealthcare.com.


Interim accounts for the six months ended 31 March 2006, prepared in accordance with International Accounting Standards
and reconciled to UK GAAP, are also available at www.mdyhealthcare.com. The interim accounts for the six months ended
31 March 2006 also include a reconciliation of the primary financial statements for the year ended 30 September 2005
from UK GAAP to IFRS.

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

Nil



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

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