MDY Mdy Healthcare

RNS Number:3723H
Medisys PLC
14 January 2005


For immediate release                                           14 January 2005

                                  Medisys PLC
                         ("Medisys" or the "Company")

 Re-purchase and cancellation of A and C Preference Shares in Hypoguard 
                        Holding Co. Limited ("HOLDCO")

Medisys announces that the 13 million redeemable A preference shares in HOLDCO
(the "A Preference Shares"), and the 4 million redeemable C preference
shares in HOLDCO (the "C Preference Shares"), both subscribed for in 1999
as part of the Joint Venture with Elan Corporation plc ("Elan") are to be
re-purchased by HOLDCO and cancelled. HOLDCO is a wholly owned subsidiary of the
Company incorporated in Bermuda.

The re-purchase will be satisfied by the issue of an aggregate of 30,804,706 new
ordinary shares of 1 pence each in the Company (the "New Ordinary Shares")
to Kings Road Investments Ltd, a company not connected to Elan, which has
acquired the rights to the New Ordinary Shares.

Admission of the New Ordinary Shares to listing on the Official List of the UK
Listing Authority and to trading on the London Stock Exchange is expected to
take place on 19 January 2005 whereupon the re-purchase of the A Preference
Shares and the C Preference Shares will be completed.

Kings Road Investments Ltd has agreed to a six months orderly market staged
lock-up restriction in respect of market disposals of the New Ordinary Shares.


Background

In 1999, Medisys announced that it had entered into a joint venture with Elan,
the Irish speciality pharmaceutical group and certain affiliated companies, for
the development of biosensor-based blood glucose diagnostic products. In
addition, the Joint Venture acquired the rights to certain technologies relating
to the in-vivo monitoring of blood glucose in diabetics from Marathon Medical
Technologies, Inc. ("Marathon"), a joint venture company owned by BioJect
Medical Technologies, Inc. and Elan.

Under the terms of the Joint Venture, Hypoguard Limited (a wholly owned
subsidiary of Medisys) and Elan each provided a worldwide exclusive licence to
certain technologies to Hypoguard Development Co Limited ("JVCO"), a newly
incorporated wholly owned subsidiary of Medisys. In addition, Hypoguard licensed
to JVCO its Arrow technology and Elan granted a licence to JVCO of an enabling
pump technology. JVCO acquired from Marathon certain patent and intellectual
property rights licensed from the Elan Group relating to technologies used in
in-vivo monitoring of blood glucose in diabetics.

In order to enable JVCO to fund the licence and assignment fees and the
development of the technologies, certain funding was provided by Elan.

Elan International Services Ltd. ("EIS") subscribed for 13 million
redeemable A preference shares in HOLDCO for a total subscription price of US$13
million. The A Preference Shares were subsequently sold by EIS to Elan
Pharmaceutical Investments III, Ltd. ("EPIL III"), a wholly owned
subsidiary of EIS. The shares are generally redeemable at par plus a premium of
5% per annum at any time between the second and ninth anniversaries of their
issue, although Medisys has the right to apply the proceeds of redemption
towards the issue to the holder of new Medisys Ordinary Shares at a price of
US$0.7505 per share.

The holder also had the right to require that the proceeds of redemption be
applied towards the purchase by the holder from HOLDCO of 50% of the issued
share capital of JVCO (the "JVCO Share Exchange Right") save that Medisys
could, at its option, deny this right by (a) the issue to the holder of new
Medisys Ordinary Shares at a price of US$0.4938 per share and (b) the payment to
the holder of a royalty based on market sales of products developed by JVCO. The
JVCO Share Exchange Right was effectively cancelled as part of the joint venture
termination arrangements announced by the Company on 2 December 2004.

EIS subscribed for 5 million redeemable B preference shares in HOLDCO for a
total subscription price of US$5 million. The shares were generally redeemable
by the holder at par plus a premium of 6% per annum at any time between the
second and ninth anniversaries of their issue, although Medisys had the right to
apply the proceeds of redemption towards the issue to the holder of new Medisys
Ordinary Shares at a price of US$0.6518 per share provided the market price of
Medisys Ordinary Shares was greater than US$0.6518. In the event that the market
price of Medisys Ordinary Shares was less than US$0.6518, then the market price
of Medisys Ordinary Shares would become the conversion price and the applicable
redemption premium increased on a scale from 6% to a maximum of 15% per annum.
The maximum applicable redemption premium was reached when the market price for
Medisys Ordinary Shares was US$.4120 per share. The Company announced, as part
of the joint venture termination arrangements, the purchase and cancellation of
the redeemable B preference shares on 2 December 2004, the consideration for
which was satisfied by the issue of 17 million new ordinary shares of 1 pence in
the Company to EIS and the payment of #560,000 in cash. The cash element of the
consideration is to be paid in eight equal quarterly instalments of #70,000, the
first of which was paid on 31 December 2004 and the last of which is due and
payable on 30 September 2006.

EIS also subscribed for 4 million redeemable C preference shares in HOLDCO for a
total subscription price of US$4 million. The C preference shares were
subsequently sold by EIS to EPIL III. The shares are generally redeemable by the
holder at par plus a premium of 15% per annum at any time between the second and
ninth anniversaries of their issue, although Medisys has the right to apply the
proceeds of redemption towards the issue to the holder of 8,101,266 new Medisys
Ordinary Shares.

                                    - Ends -
Enquiries:

Medisys PLC                                                020 7563 5200
Michael Barry, Chief Financial Officer


Weber Shandwick Square Mile                                020 7067 0700
Kevin Smith/Sarah MacLeod


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

STRUORARVWRAAUR

MDY Healthcare (LSE:MDY)
Historical Stock Chart
Von Jun 2024 bis Jul 2024

MDY Healthcare (LSE:MDY)
Historical Stock Chart
Von Jul 2023 bis Jul 2024