TIDMNUT
RNS Number : 8143S
NeutraHealth Plc
16 September 2010
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
16 September 2010
RECOMMENDED CASH ACQUISITION OF
NEUTRAHEALTH PLC BY
ELDER INTERNATIONAL FZCO
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Summary and highlights
· Elder and the Independent Directors of Neutrahealth are pleased to announce
they have reached agreement on the terms of a recommended cash acquisition of
Neutrahealth.
· Under the terms of the Acquisition, Neutrahealth Shareholders will receive
6.5 pence in cash per Scheme Share, valuing the fully diluted ordinary share
capital of Neutrahealth at approximately GBP12.19 million.
· Neutrahealth Shareholders representing 28.6 per cent. of the issued share
capital of Neutrahealth entitled to vote on the resolution at the Court Meeting
and 21.9 per cent. of the issued share capital of Neutrahealth entitled to vote
on the Special Resolution at the General Meeting have given irrevocable
undertakings or letters of intent to vote in favour of the Acquisition at the
meetings at which they are entitled to vote. Elder itself holds 37,101,786
Neutrahealth Shares representing 21.1 per cent. of the issued share capital of
Neutrahealth entitled to vote on the Special Resolution at the General Meeting,
which it intends to vote in favour of such resolution.
· The Cash Consideration to be received under the Acquisition represents a
premium of approximately:-
· 20.9 per cent. to the Closing Price of 5.38 pence per Neutrahealth Share,
on 15 September 2010 (being the last Business Day prior to the commencement of
the Offer Period);
· 31.5 per cent. to the average Closing Price of 4.94 pence per Neutrahealth
Share for the one month period up to and including 15 September 2010, being the
last Business Day prior to the commencement of the Offer Period;
· 47.0 per cent. to the average Closing Price of 4.42 pence per Neutrahealth
Share for the three month period up to and including 15 September 2010, being
the last Business Day prior to the commencement of the Offer Period; and
· 33.6 per cent. to the average Closing Price of 4.87 pence per Neutrahealth
Share for the twelve month period up to and including 15 September 2010, being
the last Business Day prior to the commencement of the Offer Period.
· Subject to, and conditional upon, the Scheme becoming Effective, the
Deferred Shares will be transferred to Elder for nil consideration.
· The Elder Directors believe that the Acquisition would assist Elder
Pharmaceuticals in entering into new European markets and enable the backward
integration of products manufactured by the Neutrahealth Group. It is expected
that this backward integration would result in cost-efficiencies in the
long-term as the Elder Directors believe that Elder Pharmaceuticals would be
able to supply to the Neutrahealth Group many of the raw materials and active
pharmaceutical ingredients required on a more cost-effective basis. It will also
enable the Neutrahealth Group's products to be sold into India. The Elder
Directors believe that the Acquisition will also reduce the Neutrahealth Group's
dependency on its outsourcing partners for a significant part of its product
range.
· The Elders Directors believe that the Acquisition would enable the
Neutrahealth Group to work with Elder's international export partners spread
across the globe to enhance their product reach.
· The Elder Directors believe that both Elder and Neutrahealth benefit
individually from strong management teams and staff experienced in the
nutraceutical market. Elder intends to enhance Neutrahealth's competitive
position in the UK through product development and raw material savings, and to
provide a strong platform for further European expansion and penetration of
export markets.
· The Acquisition will be effected by means of a scheme of arrangement under
Part 26 of the Act. The implementation of the Scheme will be subject to the
Conditions set out in Appendix I to this Announcement and to be set out further
in the Scheme Document.
· Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders irrespective of whether or not they attend or vote in favour of the
resolutions proposed at the Court Meeting or at the General Meeting.
· The Scheme Document (setting out the full details of the Proposals, an
indicative timetable and the procedure to be followed to approve the Scheme) and
the Forms of Proxy will be posted to Neutrahealth Shareholders and, for
information only, to participants in the Neutrahealth Share Option Schemes.
· The Independent Directors, who have been so advised by Cenkos Securities,
consider the terms of the Proposals to be fair and reasonable. In providing
advice on the Proposals to the Independent Directors, Cenkos Securities has
taken into account the Independent Directors' commercial assessments.
· Accordingly, the Independent Directors recommend that Neutrahealth
Shareholders vote in favour of the resolutions to be proposed at the Court
Meeting and the General Meeting as the Independent Directors, have irrevocably
undertaken to do (or directed to be done) in respect of their entire beneficial
holdings of Neutrahealth Shares eligible to be voted at the Neutrahealth
Meetings amounting to, in aggregate 4,079,880 Neutrahealth Shares, representing
approximately 3.03 per cent, of the Scheme Shares entitled to vote at the Court
Meeting and approximately 2.32 per cent, of the Neutrahealth Shares entitled to
vote on the Special Resolution at the General Meeting.
Commenting on the Acquisition, Ray Myers, Chief Executive of Neutrahealth, said:
"The Board welcome this cash offer from Elder at 6.5p, and believe it represents
good value for shareholders. The Acquisition is also in the best interest of
Neutrahealth's other stakeholders, allowing the group to benefit from Elder
Pharmaceutical's significant scale, resources and experience within our
industry."
Commenting on the Acquisition, Mr Jagdish Saxena, Executive Chairman of Elder,
said:
"European expansion, which we believe the Acquisition of Neutrahealth can offer
us, is an important part of our growth strategy. The Acquisition would not only
offer us entry into major European markets but create potential
cost-efficiencies through the backward integration of products manufactured by
Neutrahealth."
This summary should be read in conjunction with the full text of the following
Announcement and Appendices.
Appendix I sets out the proposed conditions to the implementation of the
Proposals.
Appendix II contains source notes relating to certain information contained in
this Announcement.
Appendix III sets out definitions of certain terms used in this Announcement
(including in this summary).
In accordance with Rule 2.10 of the City Code, Neutrahealth confirms it has
175,985,127 Neutrahealth Shares in issue and admitted to trading on AIM under
the UK ISIN Code GB00B062Q126.
Enquiries:
+-----------------------------------------+--------------------+
| Elder | Tel: +91 222 673 |
| S.P. Date | 0058 |
+-----------------------------------------+--------------------+
| Grant Thornton | Tel: (0) 20 7383 |
| Financial adviser to Elder and Elder | 5100 |
| Pharmaceuticals | |
| Fiona Owen/Salmaan Khawaja | |
+-----------------------------------------+--------------------+
| Neutrahealth | |
| Ray Myers, Chief Executive | Tel: 07768 940 630 |
| Robin Hilton, Finance Director | Tel: 07738 018 411 |
+-----------------------------------------+--------------------+
| Cenkos Securities | Tel: (0) 207 397 |
| Financial and Rule 3 adviser to | 8900 |
| Neutrahealth | |
| Camilla Hume/Stephen Keys | |
+-----------------------------------------+--------------------+
| Pelham Bell Pottinger | Tel: (0) 207 861 |
| PR adviser to Neutrahealth | 3232 |
| Dan de Belder/ Lucy Frankland | |
| | |
+-----------------------------------------+--------------------+
In accordance with Rule 2.10 of the City Code, Neutrahealth confirms it has
175,985,127 Neutrahealth Shares in issue and admitted to trading on AIM under
the UK ISIN Code GB00B062Q126.
In accordance with Rule 19.11 of the City Code, a copy of this Announcement can
be found at www.neutrahealthplc.co.uk.
Grant Thornton which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Elder and Elder Pharmaceuticals and to no one else in connection with the
matters described in this document. Persons receiving this document should note
that Grant Thornton will not be responsible to anyone other than Elder and Elder
Pharmaceuticals for providing the protections afforded to customers of Grant
Thornton nor for providing advice in relation to the Proposals or any other
matter referred to herein.
Cenkos Securities, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Neutrahealth and no-one else in connection
with the Proposals and will not be responsible to anyone other than Neutrahealth
for providing the protections afforded to customers of Cenkos Securities or for
providing advice in relation to the Proposals or any other matter referred to in
this document.
The Proposals will be made by means of the Scheme Document and the Forms of
Proxy accompanying the Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in favour of the
Acquisition. Neutrahealth Shareholders are advised to read this Announcement in
conjunction with the formal documentation in relation to the Acquisition
carefully, once it has been dispatched. This Announcement and all other
materials related to the Acquisition are directed solely to existing
Neutrahealth Shareholders and to participants in the Neutrahealth Share Option
Scheme.
This Announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise.
The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This Announcement
has been prepared for the purpose of complying with English law and the City
Code and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom.
Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of
and observe any applicable requirements.
Each Neutrahealth Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Proposals.
Forward-looking statements
This Announcement includes statements that are, or may be deemed to be,
forward-looking statements that are based on current expectations or beliefs, as
well as assumptions about future events. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will",
"would", "could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
matters that are not facts. They appear in a number of places throughout this
document and include statements regarding the Neutrahealth Directors' and the
Elder Directors' intentions, beliefs or current expectations concerning, amongst
other things, Neutrahealth's results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in which
Neutrahealth operates. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances. Any
forward-looking statements contained in this document based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the AIM
Rules or other applicable legislation or regulation, none of Neutrahealth,
Elder, Cenkos Securities or Grant Thornton undertakes any obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Undue reliance should not be placed on
forward-looking statements, which speak only as of the date of this document.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward-looking statements are changes in the global, political, economic,
business, competitive, market and regulatory conditions, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Opening Position and dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more
of any class of relevant securities of Neutrahealth must make an Opening
Position Disclosure following the commencement of the Offer Period. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of
Neutrahealth. An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the tenth
business day following the commencement of the Offer Period. Relevant persons
who deal in the relevant securities of Neutrahealth prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Neutrahealth must make a Dealing
Disclosure if the person deals in any relevant securities of Neutrahealth. A
Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of Neutrahealth, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30p.m. (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Neutrahealth, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by Neutrahealth and Elder and
Dealing Disclosures must also be made in respect of Neutrahealth, by Elder and
by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129
Each of Elder and Neutrahealth will be making an Opening Position Disclosure on
the date of this Announcement as required by Note2 to Rule 8 of the City Code.
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
16 September 2010
RECOMMENDED CASH ACQUISITION OF
NEUTRAHEALTH PLC BY
ELDER INTERNATIONAL FZCO
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
1. Introduction
Elder and the Independent Directors of Neutrahealth are pleased to announce that
they have reached agreement on the terms of a recommended cash acquisition of
Neutrahealth by Elder to be implemented by means of a scheme of arrangement.
2. The Proposals
It is intended that the Acquisition will be effected by way of a Court approved
scheme of arrangement under Part 26 of the Act, involving a reduction of
capital. The Proposals will be subject to the Conditions and to the further
terms set out below, full details of which will be set out in the Scheme
Document.
Under the terms of the Scheme, Scheme Shareholders on the register of members of
Neutrahealth at the Scheme Record Time are entitled to receive:
for each Neutrahealth Share held 6.5 pence
in cash
The terms of the Acquisition value the fully diluted ordinary share capital of
Neutrahealth at approximately GBP12.19 million.
The consideration to be received under the Acquisition represents a premium of
approximately:
20.9 per cent. to the Closing Price of 5.38 pence per Neutrahealth Share, on 15
September 2010 (being the last Business Day prior to the commencement of the
Offer Period);
31.5 per cent. to the average Closing Price of 4.94 pence per Neutrahealth Share
for the one month period up to and including 15 September 2010, being the last
Business Day prior to the commencement of the Offer Period;
47.0 per cent. to the average Closing Price of 4.42 pence per Neutrahealth Share
for the three month period up to and including 15 September 2010, being the last
Business Day prior to the commencement of the Offer Period; and
33.6 per cent. to the average Closing Price of 4.87 pence per Neutrahealth Share
for the twelve month period up to and including 15 September 2010, being the
last Business Day prior to the commencement of the Offer Period.
As a result of the resolution to sub-divide the share capital of Neutrahealth
passed on 28 April 2009, 175,985,127 Deferred Shares were created. By such
resolution, the Company was authorised to appoint any person to execute on
behalf of the holders of Deferred Shares a transfer of the Deferred Shares to
Neutrahealth or a person nominated by it, without any payment and without
sanction of the holders of the Deferred Shares. Accordingly subject to, and
conditional upon, the Scheme becoming effective, the Deferred Shares will be
transferred to Elder for nil consideration.
3. Background to and reasons for the Acquisition
Backward Integration
The Elder Directors believe that the Acquisition would assist Elder
Pharmaceuticals in entering into new European markets and enable the backward
integration of products manufactured by the Neutrahealth Group. It is expected
that this backward integration would result in cost-efficiencies in the
long-term as Elder Pharmaceuticals would be able to supply to the Neutrahealth
Group many of the raw materials and active pharmaceutical ingredients required
on a more cost-effective basis. It will also enable the Neutrahealth Group's
products to be sold into India. The Elder Directors believe that the Acquisition
will also reduce the Neutrahealth Group's dependency on its outsourcing partners
for a significant part of its product range.
Dedicated Manufacturing Facility
Elder Pharmaceuticals has a manufacturing base across nearly all pharmaceutical
and neutraceutical dosage forms. The Elder Directors believe that this will
allow the manufacture within the Elder Group of many products currently
outsourced by Neutrahealth resulting in further cost synergies.
Enhanced manufacturing and distribution network
The Neutrahealth Group currently has a large distribution network in the UK
which serves healthcare practitioners, independent retailers, multiple retailers
and customers directly. The Elder Directors believe that this distribution
network is well positioned to distribute a range of their niche products across
the UK, such as its Eldervit, Phytomega, Elmecob, I-vit and Thrive products and
that the recent launch of its Shelcal HD (a high dose calcium supplement) will
help the Neutrahealth Group's practitioner sector, BioCare. Furthermore, Elder
Pharmaceuticals also has an active product liaison strategy with 24
international partners and the Elder Directors believe that there is an
opportunity for tie-ups with the Neutrahealth Group which would enable the
distribution of its products across the UK, through the Neutrahealth Group's
distribution network.
Elder Pharmaceuticals works with a large number of pharmaceutical research
companies in India for the manufacturing and marketing of their products in
India and certain other licensed territories. Some of the products are unique
and have a ready market available in the UK given the current distribution
network of the Neutrahealth Group and the Elder Directors believe many of these
companies working with Elder Pharmaceuticals will be interested in looking at
business opportunities with Neutrahealth. Elder Pharmaceuticals has a
distribution channel across India for both prescription and "over the counter"
products. Products of the Neutrahealth Group aimed at improving quality of life
would be able to be marketed in India using Elder Pharmaceuticals' distribution
network.
Increased Market Exposure
Another key area of growth to the Neutrahealth Group is the globally expanding
weight management market. The Elder Directors believe that the Neutrahealth
Group will be well positioned to gain greater traction in this market following
completion of the Acquisition. India is fast becoming a lifestyle conscious
country and the demand for dietary products and sugar substitutes is increasing,
in common with other developing markets. The Elder Directors also believe that
there would be significant demand in India for the Neutrahealth Group's Holford
and Vertese ranges, which currently are predominantly marketed in the UK.
As set out above, the Acquisition would enable Elder Pharmaceuticals to enter
into the major European markets but also enable the Neutrahealth Group to work
with Elder Pharmaceuticals' international export partners spread across the
globe to enhance their product reach.
4. Background to and reasons for recommending the Proposals
Neutrahealth was admitted to AIM in February 2005. Since that time Neutrahealth
has encountered mixed fortunes. Earnings grew steadily through the first few
years as the business expanded. However, since October 2007 the share price has
slowly eroded, in common with many other AIM quoted companies, as changes in the
economic conditions have affected the Neutrahealth Group. The Company's share
price has shown little improvement in the last 18 months, despite reported
increases in revenue and EBITDA in the last financial year.
Neutrahealth's board of directors recently undertook a review of Neutrahealth's
status in the light of concerns over performance and the risk of needing to
downgrade market expectations. The review concluded that uncertainty in future
performance, reinforced by weaker trading than expected in the first half of
2010, and the small market capitalisation made significant share price growth
for the next few years unlikely. The Neutrahealth board investigated a range of
options for the future of the group, and concluded that a sale or break up would
be in the best interests of shareholders, with the potential to realise up to
6.5p per share. Shortly thereafter Elder Pharmaceuticals approached the
Neutrahealth board with an intention to make an offer for the whole group.
The consideration offered under the Acquisition represents a premium of 20.9 per
cent. to the Closing Price of 5.38 pence per Share on 15 September 2010 (being
the last Business Day prior to the commencement of the Offer Period) and a
premium of 33.6 per cent to the average Closing Price of 4.87 pence for the 12
months to 15 September 2010. The Independent Directors believe that the Offer
makes strong strategic sense for Elder and Neutrahealth, potentially allowing
both companies to exploit the operating synergies that exist between them.
The Elder Directors believe that both Elder and Neutrahealth benefit
individually from strong management teams and staff experienced in the
nutraceutical market. Elder intends to enhance Neutrahealth's competitive
position in the UK through product development and raw material savings, and to
provide a strong platform for further European expansion and penetration of
export markets.
On the basis of these and such other factors as the Independent Directors
considered relevant, the Independent Directors have concluded that the terms of
the Proposals are fair and reasonable and should be recommended to Neutrahealth
Shareholders.
5. Management, directors and employees
Elder has stated that it attaches great importance to the skills and experience
of the existing management and employees of Neutrahealth. Elder has given
assurances to the Independent Directors that, following the completion of the
Proposals, the existing employment rights, including pension rights, of all
senior management and employees of the Neutrahealth Group will be fully
safeguarded.
6. Financing the Acquisition
The Cash Consideration payable by Elder under the terms of the Acquisition is
being financed by a drawdown under the US$18,000,000 demand loan agreement (the
"Loan Agreement") entered into between Elder and Axis Bank Limited, DIFC Branch
on 7 September 2010.
Elder has arranged for the amount needed to satisfy the maximum amount of the
Cash Consideration payable, if the Scheme becomes Effective, to be advanced
under the Loan Agreement and deposited in an escrow account opened in the joint
names of Elder and Grant Thornton with the London Branch of the State Bank of
India (the "Escrow Account"). In the event that the Scheme becomes Effective,
Grant Thornton has the authority to instruct the payment of an amount equal to
the Cash Consideration due to Scheme Shareholders from the Escrow Account.
Axis Bank Limited have undertaken that it will not seek to exercise any of its
rights against Elder under the Loan Agreement which might prevent the proceeds
standing to the credit of the Escrow Account being able to be used to pay the
Cash Consideration until the earlier of (i) the Scheme lapsing or being
withdrawn (ii) the date 15 days after the Effective Date and (iii) 16 December
2010.
Grant Thornton is satisfied that sufficient resources are available to Elder to
satisfy in full the Cash Consideration payable under the Acquisition.
7. Recommendation
The Independent Directors, who have been so advised by Cenkos Securities,
consider the terms of the Proposals to be fair and reasonable. In providing
advice on the Proposals to the Independent Directors, Cenkos Securities has
taken into account the Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend that Scheme Shareholders vote
in favour of the resolution to be proposed at the Court Meeting and the Special
Resolution at the General Meeting as the Independent Directors, have irrevocably
undertaken to do (or directed to be done) in respect of their entire beneficial
holdings of Neutrahealth Shares eligible to be voted at the Neutrahealth
Meetings amounting to, in aggregate 4,079,880 Neutrahealth Shares representing
approximately 3.03 per cent of the Neutrahealth Shares entitled to vote at the
Court Meeting and 2.32 per cent of the Neutrahealth Shares entitled to vote on
the Special Resolution at the General Meeting.
8. Irrevocable undertakings and Letters of Intent
Elder Pharmaceuticals has received irrevocable undertakings or letters of intent
to vote (or procure the vote) in favour of:
· the resolutions at the Court Meeting from Neutrahealth Shareholders in
respect of, in aggregate, 38,584,281 Neutrahealth Shares representing
approximately 28.6 per cent. of the Neutrahealth Shares entitled to vote at the
Court Meeting; and
· the Special Resolution from Neutrahealth Shareholders in respect of, in
aggregate, 38,584,281 Neutrahealth Shares representing approximately 21.9 of the
Neutrahealth Shares entitled to vote on the Special Resolution.
In addition Elder has confirmed that it will vote in favour of the Special
Resolution in respect of its holding of 37,101,786 Neutrahealth Shares
representing approximately 21.1% of the entire issued ordinary share capital of
Neutrahealth entitled to vote on the Special Resolution.
The irrevocable undertakings and letters of intent referred to above comprise
the following:
(a) the Independent Directors have each irrevocably undertaken to vote in favour
of the resolutions at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in respect of their entire beneficial holdings
of Neutrahealth Shares, amounting to 4,079,880 Neutrahealth Shares in aggregate,
representing 3.03 per cent. of the Neutrahealth Shares now entitled to vote at
the Court Meeting and approximately 2.32 per cent. of the Neutrahealth Shares
entitled to vote on the Special Resolution. The undertaking given by the
Independent Directors will remain binding if a competing proposal is made for
Neutrahealth.
(b) Artemis Investment Management and Nigel and Janet Hill have each irrevocably
undertaken to vote in favour of the resolutions at the Court Meeting and the
Special Resolution to be proposed at the General Meeting in respect of their
beneficial holdings of Neutrahealth Shares in aggregate amounting to 25,896,905
Neutrahealth Shares representing 19.2 per cent. of the Neutrahealth Shares
entitled to vote at the Court Meeting and approximately 14.7 per cent. of the
Neutrahealth Shares entitled to vote on the Special Resolution. Such
undertakings will cease to be binding, inter alia, in the event that;(i) a
recommended proposal is made for Neutrahealth at an offer price which exceeds
the value of the Cash Consideration by at least 10%; and (ii) Elder fails to
improve the terms of the Proposals to exceed the value of the offer by such
third party.
(c) Axa Investment Managers UK Limited, Rathbones Investment Management Limited
and Williams de Broë have each provided a letter of intent to vote in favour of
the resolution at the Court Meeting and the Special Resolution to be proposed at
the General Meeting in respect of their beneficial holdings of Neutrahealth
Shares, amounting to 12,687,376 Neutrahealth Shares in aggregate, representing
approximately 9.4 per cent of the Neutrahealth Shares entitled to vote at the
Court Meeting and approximately 7.2 per cent. of the Neutrahealth Shares
entitled to vote on the Special Resolution.
The Independent Directors hold options to subscribe for 11,570,369 Neutrahealth
Shares under the Neutrahealth Share Option Scheme and have undertaken to
exercise such options following the sanction of the Scheme and prior to the
Effective Date.
In the event that Elder Pharmaceuticals or one of its wholly owned subsidiaries
decides to affect the Acquisition by means of an Offer, the undertaking and
letters of intent provide that they will apply to such Offer.
9. Structure of the Proposals
It is intended that the Acquisition will be effected by way of the Scheme. The
Scheme is an arrangement made between Neutrahealth and its shareholders under
Part 26 of the Act and is subject to the approval of the Court. The Acquisition
involves an application by Neutrahealth to the Court to sanction the Scheme and
to confirm the related Reduction. The purpose of the Scheme is to provide for
Elder to become the owner of the entire issued and to be issued share capital of
Neutrahealth. The means by which this will occur are set out below.
Scheme Shareholders whose names appear on the register of members of
Neutrahealth at the Scheme Record Time will receive Cash Consideration on the
basis set out in paragraph 2 above.
To become Effective, the Scheme will require, amongst other things, the
satisfaction or waiver of the Conditions contained in Appendix I, the approval
of the Scheme by a majority in number representing 75 per cent. or more in
nominal value of the Neutrahealth Shareholders (other than the holders of
Excluded Voting Shares) at the Voting Record Time who are present and voting,
either in person or by proxy at the Court Meeting or any adjournment of that
meeting and the passing of the Special Resolution to implement the Scheme at the
General Meeting. Following the Neutrahealth Meetings, to become Effective the
Scheme will also require the sanction of the Court and the confirmation by the
Court of the Reduction. The hearings by the Court to sanction the Scheme and to
confirm the Reduction comprised in the Scheme are expected to be held on 11
November 2010 and 15 November 2010, respectively.
The Scheme will become Effective in accordance with its terms on delivery of an
office copy of the Scheme Order, the Reduction Order and the Statement of
Capital to the Registrar of Companies and, if so ordered by the Court, on the
registration by the Registrar of Companies of the Reduction Order and the
Statement of Capital. Provided that the conditions in section 651 of the Act are
met, it is intended that Neutrahealth will be re-registered as a private company
as part of the Scheme.
· The Neutrahealth Meetings
Before the Court's approval can be sought to sanction the Scheme, the Scheme
will require approval by the Neutrahealth Shareholders (other than holders of
Excluded Voting Shares) at the Court Meeting and the passing of the Special
Resolution at the General Meeting.
Notices of the Court Meeting and the General Meeting will be set out in the
Scheme Document. Entitlements to attend and vote at the Meetings and the number
of votes which may be cast at them will be determined by reference to, in the
case of the Court Meeting, holdings of Neutrahealth Shares at the Voting Record
Time (save that holders of Excluded Voting Shares will not be able to vote at,
or take part in, the Court Meeting) and, in the case of the General Meeting,
holdings of Neutrahealth Shares at the Voting Record Time.
The Court Meeting
The Court Meeting will be held with the permission of the Court for Neutrahealth
Shareholders (other than the holders of Excluded Voting Shares) to consider and,
if thought fit, approve, with or without modification, the Scheme.
At the Court Meeting, voting will be by poll and not a show of hands and each
member present in person or by proxy will be entitled to one vote for each
Neutrahealth Share held as at the Voting Record Time (other than the Excluded
Voting Shares). The approval required at the Court Meeting is a majority in
number representing 75% or more in nominal value of such Neutrahealth Shares
(other than the Excluded Voting Shares).
As a result of their interest in the Proposals, the holders of the Excluded
Voting Shares are excluded from voting at the Court Meeting and therefore the
Neutrahealth Shares held by them will not count towards the majority required to
approve the Scheme. Mr Jagdish Saxena cannot be treated as an independent
director, as he is also a director of Elder Pharmaceuticals. Sir Gulam Noon is
deemed to be interested in the Proposals and cannot be treated as an independent
director by virtue of his interest in the share capital of Elder
Pharmaceuticals. The holders of the Excluded Voting Shares will however be
represented by counsel at the Scheme Hearing so as to separately consent to the
Scheme and to undertake to the Court to be bound thereby, in respect of their
interests in Neutrahealth Shares.
It is important that, for the Court Meeting, as many votes as possible are cast
so that the Court may be satisfied that there is a fair and reasonable
representation of the opinion of Neutrahealth Shareholders. Neutrahealth
Shareholders are therefore strongly urged to sign and return the Forms of Proxy
that they will receive in connection with the Scheme Document as soon as
possible after receipt.
The General Meeting
At the General Meeting, voting will be by show of hands unless a poll is
demanded. The Chairman reserves his right to demand that the vote be held by
way of a poll and, in such event, each Neutrahealth Shareholder present in
person or by proxy will be entitled to one vote in respect of each Neutrahealth
Share held at the Voting Record Time. The purpose of the meeting will be to
consider and, if thought fit, pass the Special Resolution (which requires a vote
in favour of not less than 75 per cent. of the votes cast in person, or by
proxy) to approve:-
· the Reduction by the cancellation and extinguishing of the Scheme Shares;
· subject to the Reduction taking effect, the reserve arising in the books of
account of Neutrahealth being applied in paying up in full at par the New
Neutrahealth Shares and the giving of authority to the Directors pursuant to
section 551 of the Act to allot the New Neutrahealth Shares to Elder; and
· to amend the articles of association of Neutrahealth in the manner
described in paragraph 15 below.
The quorum for the General Meeting will be two or more Neutrahealth Shareholders
present in person or by proxy.
· Modifications to the Scheme
The Scheme contains a provision for Neutrahealth and Elder jointly to consent
(on behalf of all persons affected) to any modification of, or addition to, the
Scheme or to any condition approved or imposed by the Court. The Court would be
unlikely to approve any modification of, or additions to, or impose a condition
to the Scheme which might be material to the interests of Scheme Shareholders
unless Scheme Shareholders were informed of any such modification, addition or
condition. It would be for the Court to decide, in its discretion, whether or
not a further meeting of Neutrahealth Shareholders (other than holders of
Excluded Voting Shares) should be held in these circumstances. Similarly, if a
modification, addition or condition is put forward which, in the opinion of the
Independent Directors, is of such a nature or importance that it requires the
consent of such Neutrahealth Shareholders, the Independent Directors will not
take the necessary steps to enable the Scheme to become Effective unless and
until such consent is obtained.
· Conditions to the Scheme
The Acquisition and, accordingly, the Scheme are subject to a number of
conditions which are set out in full in Appendix I of this Announcement. These
include, amongst others:-
· The approval by a majority in number representing not less than 75 per
cent. in value of the holders of the Neutrahealth Shares (other than the holders
of the Excluded Voting Shares) who are on the register of members at the Voting
Record Time present and voting either in person or by proxy at the Court Meeting
(or any adjournment thereof);
· the Special Resolution required to approve and implement the Scheme and the
Reduction being duly passed at the General Meeting (or any adjournment thereof);
and
· the sanction of the Scheme and the confirmation of the Reduction by the
Court (in either case, with or without modification (but subject to such
modification being acceptable to Neutrahealth and to Elder)) and an office copy
of the Court Orders and the Statement of Capital being delivered to the
Registrar of Companies.
The Scheme can become Effective only if all of the Conditions have been
satisfied (or waived) by no later than 1 December 2010, or such later date as
Neutrahealth and Elder may agree and (if required) the Panel and the Court may
allow. Details of the Conditions are contained in Appendix I to this
Announcement.
· Sanction of the Scheme by the Court
Under the Act, the Scheme will require the sanction of the Court at the Scheme
Hearing and the Reduction requires the confirmation of the Court at the
subsequent Reduction Hearing. Elder and Sir Gulam Noon (being the holders of the
Excluded Voting Shares) will be represented by counsel at the Court Hearing so
as to consent to the Scheme and to undertake to the Court to be bound by the
Scheme.
The Scheme will become Effective in accordance with its terms on delivery of an
office copy of the Scheme Order, the Reduction Order and the Statement of
Capital to the Registrar of Companies and if so ordered by the Court on the
registration by the Registrar of Companies of the Reduction Order and the
Statement of Capital. Provided that the conditions in section 651 of the Act are
met, it is intended that Neutrahealth will be re-registered as a private company
as part of the Scheme.
If the Scheme becomes Effective, it will be binding on all Scheme Shareholders
irrespective of whether or not they attended or voted in favour of the Scheme at
the Court Meeting or in favour of the Special Resolution at the General Meeting.
10 Information relating to the Elder Group
Elder Pharmaceuticals was established as a private company in 1983 in the state
of Maharashtra, India. Elder Pharmaceuticals started its commercial activities
in 1988 and started its own pharmaceutical production in 1989. Elder
Pharmaceuticals is currently listed on both the National and Bombay Stock
Exchanges in India and is recognised as one of the fastest growing mid-sized
domestic formulations pharmaceutical companies in India.
Elder Pharmaceuticals is engaged in the manufacture of a range of pharmaceutical
products through research and development and also in the manufacturing and
marketing of diverse products through licensing agreements with international
pharmaceutical companies. Additionally, Elder Pharmaceuticals is involved in the
manufacture of active pharmaceutical ingredients and has manufacturing
facilities in Nerul, Pawane and Patalganga (all in the state of Maharashtra,
India). Elder Pharmaceuticals currently has a portfolio of brands, including
Shelcal, Eldervit, Chymoral, Somazina, Carnitor, Formic, Enzar and Chymoral and
the Elder Directors believe that Elder Pharmaceuticals has a leading presence in
the niche therapeutics market in India.
Elder Pharmaceutical's business can broadly be classified under five key
divisions, namely (i) women's healthcare, (ii) pain management & wound care,
(iii) nutraceuticals, (iv) anti-infective and (v) cardiac. Elder Pharmaceuticals
has a large base of in-licensing agreements and alliances with 24 international
companies.
11 Information relating to the Neutrahealth Group
` Neutrahealth was established in November 2004 and admitted to AIM in
February 2005 with a strategy of consolidating the nutraceutical market through
acquisition and organic growth, focusing initially on the vitamin, mineral and
supplements sector in the UK and Europe.
The Neutrahealth Group has made several acquisitions since admission to AIM and
has two major operating divisions: the BioCare division formed by the
acquisition of BioCare Limited in August 2005 and Brunel formed through
acquisitions in January 2007 and June 2008.
BioCare is a provider of premium quality branded vitamins, minerals, probiotics,
fish oils and other food supplements to healthcare practitioners and
specialists. Brunel is a manufacturer and supplier of vitamins, minerals and
supplements to multiple retailers with private label products and to brand
owners.
Through acquisition and growth Neutrahealth has achieved a market leading
position with these two business divisions in their respective channels and
established itself as one of the leading UK vitamins and supplements suppliers
in the nutraceutical market.
12 Current trading of Neutrahealth
The last financial year ended 31 December 2009 as a whole was focused on
achieving operational improvements across the Neutrahealth Group.
Neutrahealth announced its financial results for the year ended 31 December 2009
on 16 March 2010.
For the financial years ending 31 December 2009, 31 December 2008 and 31
December 2007 the Neutrahealth Group recorded revenues of approximately GBP34.6
million, GBP28.9 million and GBP21.3 million respectively and a profit before
tax of approximately GBP0.9 million GBP1.8 million and GBP1.9 million
respectively. As at 31 December 2009 Neutrahealth reported net assets of
GBP24.4 million and cash and cash equivalents of approximately GBP1.0 million
for the Neutrahealth Group.
As described in Neutrahealth's interim results released earlier today,
Neutrahealth has experienced a difficult 2010 to date. Brunel has continued to
suffer gross margin erosion through increases in raw material prices, and sales
growth faltered earlier this year. Despite BioCare performing well, and a
nascent recovery in Brunel, the prospects for significant profit improvement
across the Neutrahealth Group are uncertain.
13 Inducement Fee
In consideration of Elder Pharmaceuticals and its advisors conducting a due
diligence exercise in relation to the Neutrahealth Group and making preparations
in connection with the Proposals and as an inducement to Elder making this
Announcement, Elder Pharmaceuticals and Neutrahealth have entered into a
non-solicitation and break fee agreement dated 24 August 2010. Under this
agreement, Neutrahealth has agreed to make a payment to Elder Pharmaceuticals in
certain circumstances. The sum of approximately GBP121,911 (equal to 1% of the
fully diluted issued ordinary share capital of Neutrahealth calculated by
reference to the offer price per Scheme Share under the Acquisition and
including VAT) would be payable by Neutrahealth to Elder Pharmaceuticals if, in
summary (i) following this Announcement but before the Scheme (or, if
applicable, the Offer) lapses or is withdrawn, a third party announces a
competing proposal to acquire Neutrahealth which is publicly recommended by the
Directors or Independent Directors; or (ii) following this Announcement the
Independent Directors of Neutrahealth withdraw or adversely qualify their
recommendation of the Acquisition.
14 Implementation Agreement
Neutrahealth, Elder and Elder Pharmaceuticals have entered into the
Implementation Agreement which sets out, inter alia, various matters in relation
to the implementation of the Scheme (or if applicable, the Offer) and the
conduct of Neutrahealth's business prior to the Effective Date or the lapse or
withdrawal of the Acquisition.
Pursuant to the Implementation Agreement, Neutrahealth, Elder and Elder
Pharmaceuticals have agreed, amongst other things, to use all reasonable
endeavours to implement the Acquisition on a timely basis in accordance with an
agreed timetable.
15 Neutrahealth Share Option Scheme
Neutrahealth operates the Neutrahealth Share Option Scheme under which the
participants have the right to acquire Neutrahealth Shares. Certain of the
Independent Directors (James McEuen, Robin Hilton and Ray Myers) have been
granted options to subscribe for an aggregate of 11,570,369 Neutrahealth Shares
under such scheme exercisable at 4.25 pence per share. In addition, Martin Gatto
has outstanding options to acquire Neutrahealth Shares which were granted during
his tenure as a director of Neutrahealth and have an exercise price of more than
6.5 pence per Neutrahealth Share.
The terms of the Scheme, if it becomes Effective, will bind all Scheme
Shareholders, including persons acquiring Neutrahealth Shares prior to the
Scheme Record Time under the terms of the Neutrahealth Share Option Scheme.
Impact of the Scheme on the Neutrahealth Share Option Scheme
The Neutrahealth Share Option Scheme has been amended to allow the option
holders to exercise their options between the sanction of the Scheme and the
Effective Date. The Neutrahealth Share Option Scheme has also been amended such
that, the cost of employer's national insurance contributions payable upon the
exercise of the options will be borne by Neutrahealth. This amendment will
enable Neutrahealth to receive a statutory corporation tax deduction broadly
equal to the gain realised by the option holders upon exercise of their options.
This corporation tax deduction, on the assumption that it is fully utilised,
will exceed and offset the cost to Neutrahealth of the employer's national
insurance contribution and result in a net benefit to Neutrahealth.
The option holders whose options carry an exercise price of less than 6.5p per
Neutrahealth Share, will be allowed to effect a cashless exercise of their
options subject to them directing that the exercise price and any income tax and
employees national insurance contributions payable as a result of the exercise
of the options, for which they are liable to indemnify Neutrahealth under the
Neutrahealth Share Option Scheme, will be deducted from the Cash Consideration
due to them under the Scheme and such Cash Consideration will be remitted by
Elder to the Company to satisfy the exercise price and tax liability, as the
case may be, of the option holders.
The net cash proceeds (after deducting the exercise price and tax liability)
will be paid to the option holders who have exercised their options, by
Neutrahealth through Neutrahealth's payroll system directly into the bank
account into which the option holder's salary is normally paid.
The options granted to Martin Gatto carry an exercise price of more than 6.5p
per Neutrahealth Share. Mr Gatto has executed a deed of release in favour of
Neutrahealth under which he has agreed to release Neutrahealth from any
obligations in respect of his options with effect from the Effective Date and
has irrevocably undertaken not to exercise, or procure the exercise of, any of
his options prior to 17 December 2010. In the event that the Scheme has not
become Effective by 17 December 2010 Mr Gatto's obligations under the deed of
release shall fall away and he shall be entitled once again to seek to exercise
his options.
Amendments to the Neutrahealth Articles
It is proposed, as part of the Special Resolution to be proposed at the General
Meeting relating to the Scheme, to amend Neutrahealth's articles of association
so as to ensure that any Neutrahealth Shares issued or transferred between the
date of adoption of the amendment and the Scheme Record Time will be subject to
the terms of the Scheme.
It is also proposed to amend Neutrahealth's articles of association so that any
Neutrahealth Shares issued or transferred to any person other than Elder, or a
nominee of Elder, after the Scheme Record Time will be automatically transferred
to Elder (or as it may direct) in exchange for the Cash Consideration that would
have been payable were such shares held at the Scheme Record Time. This will
avoid any person (other than Elder or its nominee(s)) being left with
Neutrahealth Shares after completion of the Proposals. Neutrahealth is also
taking the opportunity to implement certain amendments required by virtue of the
final implementation of the Act on 1 October 2009. This involves removing
references to Neutrahealth's objects and authorised share capital which would
otherwise be deemed to be incorporated into the articles of association by
virtue of Section 28 of the Act. The Special Resolution proposed to be passed
at the General Meeting seeks the approval of Neutrahealth Shareholders for these
amendments.
16 Disclosure of interests in Neutrahealth
Save for the irrevocable undertakings referred to in paragraph 8 above, as at
the date of this Announcement, neither Elder, Elder Pharmaceuticals, nor, so far
as the Elder Directors are aware, any person acting in concert with either of
them, has any interest in or right to subscribe for any relevant securities of
Neutrahealth nor are they a party to any short positions (whether conditional or
absolute and whether in the money or otherwise) relating to relevant securities
of Neutrahealth, including any short positions under derivatives, agreements to
sell or any delivery obligations or rights to require another person to take
delivery. Neither Elder nor Elder Pharmaceuticals, so far as the Elder Directors
are aware, nor any person acting in concert with either of them, has borrowed
or lent any relevant securities of Neutrahealth.
17 Cancellation of admission to trading on AIM and re-registration
Prior to the Scheme becoming Effective, application will be made to the London
Stock Exchange for the cancellation of the admission of the Neutrahealth Shares
to trading on AIM as from the Effective Date.
Assuming the Scheme becomes Effective, the last day of dealings in Neutrahealth
Shares is expected to be the day of the Reduction Hearing, following which all
Neutrahealth Shares will be cancelled from trading on AIM.
It is proposed that, provided that the conditions in Section 651 of the Act are
met, Neutrahealth will be re-registered as a private limited company as part of
the Scheme.
18 Anticipated timetable
Neutrahealth anticipates that it will despatch the Scheme Document together with
notices of the Court Meeting and the General Meeting and the expected timetable
to Neutrahealth Shareholders and, for information only, to participants in the
Neutrahealth Share Option Scheme within the next 28 days (or such later date as
may be agreed with the Panel), that the Court Meeting and General Meeting will
take place on 25 October 2010 and subject to the Scheme becoming unconditional
and effective in accordance with its terms, that the Effective Date will occur
on or around 17 November 2010. An indicative timetable will be set out in the
Scheme Document.
19 Overseas Shareholders
The implications of the Scheme and the Proposals for Overseas Persons may be
affected by the laws of jurisdictions outside the UK. Overseas Persons should
inform themselves about, and observe, any applicable legal requirements. It is
the responsibility of any Overseas Persons to satisfy themselves as to the full
observance of the laws and regulatory requirements of the relevant jurisdiction
in connection with the Proposals, including the obtaining of any governmental,
exchange control or other consents which may be required, the compliance with
other necessary formalities and the payment of any issue, transfer or other
taxes or duties or payments due in such jurisdiction.
This document has been prepared for the purposes of complying with English law,
the City Code and the AIM Rules and the information disclosed herein may not be
the same as that which would have been disclosed if this document had been
prepared in accordance with the laws of any other jurisdiction.
Overseas Persons should consult their own legal and tax advisers with respect to
the legal and tax consequences of the Scheme.
20 Other
The Acquisition will be subject to the requirements of the City Code and will be
on the terms and subject to the Conditions set out in Appendix I to this
Announcement, and to be set out in the Scheme Document. In deciding whether or
not to vote in favour of the Scheme and the related matters in respect of their
Scheme Shares, Scheme Shareholders should rely on the information contained in,
and follow the procedures described in, the Scheme Document and Forms of Proxy.
If Elder elects to implement the Acquisition by way of an Offer, such Offer
will be implemented on the same terms (subject to appropriate amendments and
with the consent of the Panel, where necessary), so far as applicable, as those
which would apply to the Scheme, unless Elder elects in its absolute discretion,
to improve the terms. Furthermore, if sufficient acceptances of such Offer are
received and/or sufficient Neutrahealth Shares are otherwise acquired, it is the
intention of Elder to apply the provisions of Part 28 of the Act to acquire
compulsorily any outstanding Neutrahealth Shares to which such Offer relates.
Certain terms used in this Announcement are defined in Appendix III.
This Announcement does not constitute an offer to sell, or an invitation to
purchase, any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the Scheme will be set out in the
Scheme Document. Neutrahealth Shareholders are advised to read carefully the
formal documentation in relation to the Proposals once it has been despatched.
Enquiries
+---------------------------------------+--------------------+
| Elder | Tel: +91 222 673 |
| S.P. Date | 0058 |
+---------------------------------------+--------------------+
| Grant Thornton | Tel: (0) 20 7383 |
| Financial adviser to Elder and Elder | 5100 |
| Pharmaceuticals | |
| Fiona Owen/Salmaan Khawaja | |
+---------------------------------------+--------------------+
| Neutrahealth | |
| Ray Myers, Chief Executive | Tel: 07768 940 630 |
| Robin Hilton, Finance Director | Tel: 07738 018 411 |
| | |
+---------------------------------------+--------------------+
| Cenkos Securities | Tel: (0) 207 397 |
| Financial and Rule 3 adviser to | 8900 |
| Neutrahealth | |
| Camilla Hume/Stephen Keys | |
+---------------------------------------+--------------------+
| Pelham Bell Pottinger | Tel: (0) 207 861 |
| PR adviser to Neutrahealth | 3232 |
| Dan de Belder/Lucy Frankland | |
| | |
+---------------------------------------+--------------------+
In accordance with Rule 2.10 of the City Code, Neutrahealth confirms it has
175,985,127 Neutrahealth Shares in issue and admitted to trading on AIM under
the UK ISIN Code GB00B062Q126.
In accordance with Rule 19.11 of the City Code, a copy of this Announcement can
be found at www.neutrahealthplc.com.
Grant Thornton, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Elder and Elder Pharmaceuticals and to no one else in connection with the
matters described in this document. Persons receiving this document should note
that Grant Thornton will not be responsible to anyone other than Elder and Elder
Pharmaceuticals for providing the protections afforded to customers of Grant
Thornton nor for providing advice in relation to the Proposals or any other
matter referred to herein.
Cenkos Securities, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Neutrahealth and no-one else in connection
with the Proposals and will not be responsible to anyone other than Neutrahealth
for providing the protections afforded to customers of Cenkos Securities or for
providing advice in relation to the Proposals or any other matter referred to in
this document.
The Proposals will be made by means of the Scheme Document and the Forms of
Proxy accompanying the Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in favour of the
Acquisition. Neutrahealth Shareholders are advised to read this Announcement in
conjunction with the formal documentation in relation to the Acquisition
carefully, once it has been dispatched. This Announcement and all other
materials related to the Acquisition are directed solely to existing
Neutrahealth Shareholders and to participants in the Neutrahealth Share Option
Scheme.
This Announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise. The
Proposals will be made by means of the Scheme Document and the Forms of Proxy
accompanying the Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in favour of the
Acquisition. Neutrahealth Shareholders are advised to read this Announcement in
conjunction with the formal documentation in relation to the Acquisition
carefully, once it has been dispatched. This Announcement and all other
materials related to the Acquisition are directed solely to existing
Neutrahealth Shareholders and to participants in the Neutrahealth Share Option
Scheme.
The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This Announcement
has been prepared for the purpose of complying with English law and the City
Code and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom.
Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of
and observe any applicable requirements.
Each Neutrahealth Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Proposals.
Forward-looking statements
This Announcement includes statements that are, or may be deemed to be,
forward-looking statements that are based on current expectations or beliefs, as
well as assumptions about future events. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will",
"would", "could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
matters that are not facts. They appear in a number of places throughout this
document and include statements regarding the Neutrahealth Directors' and the
Elder Directors' intentions, beliefs or current expectations concerning, amongst
other things, Neutrahealth's results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in which
Neutrahealth operates. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances. Any
forward-looking statements contained in this document based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the AIM
Rules or other applicable legislation or regulation, none of Neutrahealth,
Elder, Cenkos Securities or Grant Thornton undertakes any obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Undue reliance should not be placed on
forward-looking statements, which speak only as of the date of this document.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward-looking statements are changes in the global, political, economic,
business, competitive, market and regulatory conditions, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Opening Position and dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more
of any class of relevant securities of Neutrahealth must make an Opening
Position Disclosure following the commencement of the Offer Period. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of
Neutrahealth. An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the tenth
business day following the commencement of the Offer Period. Relevant persons
who deal in the relevant securities of Neutrahealth prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Neutrahealth must make a Dealing
Disclosure if the person deals in any relevant securities of Neutrahealth. A
Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of Neutrahealth, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30p.m. (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Neutrahealth, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by Neutrahealth and Elder and
Dealing Disclosures must also be made in respect of Neutrahealth, by Elder and
by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129
Each of Elder and Neutrahealth will be making an Opening Position Disclosure on
the date of this Announcement as required by Note2 to Rule 8 of the City Code.
APPENDIX I
CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS
1. The Proposals are conditional upon the Scheme becoming
unconditional and becoming Effective and being implemented by no later than 1
December 2010 or such later date (if any) as, subject to the City Code,
Neutrahealth and Elder may agree and (if required) the Court may allow.
2. The Scheme is conditional upon:-
2.1 its approval by a majority in number representing 75% or more in
nominal value of the Neutrahealth Shareholders (other than the holders of
Excluded Voting Shares) who are on the register of members of Neutrahealth at
the Voting Record Time, present and voting, whether in person or by proxy, at
the Court Meeting (or any adjournment thereof);
2.2 the Special Resolution to be set out in the notice of General
Meeting required to approve and implement the Scheme and to approve certain
related matters being duly passed by the requisite majority at the General
Meeting (or any adjournment thereof); and
2.3 (i) the sanction (with or without modification (but subject to such
modification being acceptable to Elder and Neutrahealth)) of the Scheme and the
confirmation of the Reduction by the Court, (ii) an office copy of the Court
Orders and of the Statement of Capital being delivered for registration to the
Registrar of Companies and (iii) if the Court so orders for the Scheme to become
Effective, the registration of the Reduction Order and the Statement of Capital
by the Registrar of Companies.
3. In addition, Neutrahealth and Elder have agreed that the Scheme
will also be conditional upon, and accordingly the necessary actions to make the
Scheme become Effective will only be taken upon, the satisfaction or waiver of
the following Conditions:-
3.1 no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body (including without
limitation, any national or supranational anti-trust or competition authority),
court, trade agency, association, institution or any other person or body
whatsoever in any relevant jurisdiction (each a "Third Party") having decided to
take, instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference, or having made, proposed or enacted, any
statute, regulation, decision or order, or taken any other steps which would or
might reasonably be expected to:-
3.1.1 require the divestiture, or alter the terms for any proposed
divestiture, by any member of the Wider Neutrahealth Group or by any member of
the Elder Group of all or any portion of their respective businesses, assets,
undertakings or property or impose any limitation on the ability of any of them
to conduct all or any portion of their respective businesses or own or control
all or any portion of their respective assets or property;
3.1.2 require the divestiture by any member of the Elder Group of any
shares or other securities in any member of the Wider Neutrahealth Group;
3.1.3 impose any limitation on, or result in a delay in, the ability of any
member of the Elder Group to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership of shares or loans or
securities convertible into shares in Neutrahealth or any other member of the
Wider Neutrahealth Group or on the ability of any member of the Wider
Neutrahealth Group to hold or exercise effectively, directly or indirectly, all
or any rights of ownership in respect of shares or other securities in any
member of the Wider Neutrahealth Group or to exercise management control over
any such member of the Wider Neutrahealth Group;
3.1.4 require any member of the Elder Group or the Wider Neutrahealth Group
to acquire, offer to acquire, redeem or repay any shares or other securities (or
interest in) and/or any indebtedness of any member of the Wider Neutrahealth
Group or the Elder Group owned by or owed to any third party;
3.1.5 make the Scheme or its implementation or the acquisition or proposed
acquisition by Elder of any shares or other securities in, or control of,
Neutrahealth or any other member of the Wider Neutrahealth Group void, illegal,
and/or unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, or delay the same, or
impose any additional conditions or financial or other obligations with respect
thereto, or otherwise challenge, hinder or interfere, therewith or require
amendment to the Proposals;
3.1.6 result in any member of the Wider Neutrahealth Group ceasing to be
able to carry on business under any name under which it presently does so or
ceasing to be able to use in its business any name, trademark or other
intellectual property right which it at present uses, in each case on the same
basis and terms as at present apply; or
3.1.7 otherwise adversely affect the business, assets, financial or trading
position, profits or prospects of any member of the Wider Neutrahealth Group or
the Elder Group,
in each case to an extent which is material in the context of the Wider
Neutrahealth Group or the Elder Group (as the case may be) taken as a whole and
all applicable waiting and other time periods during which any Third Party could
take, institute, implement or threaten any action, proceedings, suit,
investigation, enquiry or reference or otherwise intervene under the laws of any
relevant jurisdiction having expired, lapsed or been terminated;
3.2 all necessary filings having been made in connection with the
Proposals and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in connection with the Proposals or the
acquisition by any member of the Elder Group of any shares or other securities
in or under the control of Neutrahealth, and all necessary approvals, including
antitrust approvals, having been obtained and all waiting periods, including
extensions thereto under any applicable legislation and/or regulations of any
relevant jurisdiction having expired, lapsed or been terminated;
3.3 all Authorisations necessary or appropriate for or in respect of the
Proposals and the proposed acquisition of any shares or other securities in or
under the control of Neutrahealth by Elder having been obtained in terms and in
a form reasonably satisfactory to Elder from all appropriate Third Parties or
persons with whom any member of the Neutrahealth Group has entered into
contractual arrangements, in each case where the absence of any such
Authorisations would have a material adverse effect on the Wider Neutrahealth
Group taken as a whole, and all such Authorisations, together with all material
Authorisations necessary or appropriate to carry on the business of any member
of the Wider Neutrahealth Group, remaining in full force and effect and there
being no notice or intimation of any intention to revoke, restrict, suspend or
materially amend or not to renew the same at the time at which the Scheme
becomes Effective and all necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with;
3.4 except as Disclosed, there being no provision of any arrangement,
agreement, licence, permit or other instrument to which any member of the Wider
Neutrahealth Group is a party or by or to which any such member or any of its
assets is or are bound, entitled or subject and which, in consequence of the
Proposals, or the proposed change in the control of Neutrahealth, could or might
reasonably be expected to result (to an extent which is material in the context
of the Wider Neutrahealth Group taken as a whole or the Proposals) in:-
3.4.1 any monies borrowed by, or any other indebtedness (actual or
contingent) of, any such member of the Wider Neutrahealth Group being or
becoming repayable or capable of being declared repayable immediately or prior
to their stated maturity date or repayment date or the ability of such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
3.4.2 the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any such member of
the Wider Neutrahealth Group or any such security (whenever created, arising or
having arisen) being enforced or becoming enforceable;
3.4.3 any such arrangement, agreement, licence, permit or instrument of any
member of the Wider Neutrahealth Group being (or becoming capable of being)
terminated or adversely modified or any adverse action being taken or any
obligation or liability arising thereunder;
3.4.4 any assets or interests of, or any asset the use of which is enjoyed
by, any such member of the Wider Neutrahealth Group being or failing to be
disposed of or charged or ceasing to be available to any member of the
Neutrahealth Group or any right arising under which any such asset or interest
could be required to be disposed of or charged or could reasonably be expected
not to be available to any member of the Neutrahealth Group, otherwise than in
the ordinary course of business;
3.4.5 the rights, liabilities, obligations, interests or business of any
member of the Wider Neutrahealth Group thereunder being terminated or adversely
modified or affected;
3.4.6 any member of the Wider Neutrahealth Group ceasing to be able to
carry on business under any name which it presently does so;
3.4.7 the value of any member of the Wider Neutrahealth Group or its
financial or trading position or prospects being prejudiced or adversely
affected; or
3.4.8 the creation of any liability, actual or contingent, by any member of
the Wider Neutrahealth Group,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, or other instrument to which any member of the
Wider Neutrahealth Group is a party or by or to which, any such member or any of
its assets is bound, entitled or subject, is likely to result in any of the
events or circumstances as are referred to in sub-paragraphs 3.4.1 to 3.4.8 of
this paragraph 3.4 to an extent which is material in the context of the Wider
Neutrahealth Group taken as a whole;
3.5 except as Disclosed or as otherwise contemplated in the
Implementation Agreement, no member of the Neutrahealth Group having, since 31
December 2009, to an extent which is material in the context of the Wider
Neutrahealth Group taken as a whole:-
3.5.1 save as between wholly owned subsidiaries of Neutrahealth or between
Neutrahealth and any of its wholly owned subsidiaries, issued or agreed to issue
or authorised or proposed the issue or grant of additional shares of any class,
or securities convertible into or exchangeable for shares, or rights, warrants
or options to subscribe for or acquire any such shares or convertible or
exchangeable securities;
3.5.2 recommended, declared, paid, made or proposed to recommend, declare,
pay or make any dividend or other distribution (whether payable in cash or
otherwise) other than to another wholly owned member of the Wider Neutrahealth
Group;
3.5.3 save as between wholly owned subsidiaries of Neutrahealth or between
Neutrahealth and any of its wholly owned subsidiaries, effected, authorised or
proposed or announced its intention to effect, authorise or propose any merger,
demerger or scheme (other than the Scheme) or any acquisition, disposal or
transfer of or the creation of any security interests over assets of a material
value or shares or any change in its share or loan capital;
3.5.4 issued, authorised or proposed the issue of or made any change in or
to any debentures or, save in the ordinary course of business, incurred or
increased any indebtedness or become subject to any contingent liability;
3.5.5 disposed of or transferred, mortgaged or encumbered any material
asset or any right, title or interest in any material asset;
3.5.6 proposed or entered into any material contract, any reconstruction or
amalgamation, any material acquisition or material arrangement otherwise than in
the ordinary course of business;
3.5.7 proposed or entered into an agreement, contract, arrangement or
commitment or passed any resolution or made any offer (which remains open for
acceptance) with respect to any of the Acquisitions or events referred to in
this paragraph 3.5;
3.5.8 proposed or entered into or varied the terms of any service agreement
with any of the directors or senior executives of Neutrahealth or any director
or senior executive of any member of the Neutrahealth Group;
3.5.9 proposed or entered into any agreement which consents to the
restriction of the scope of the business of any member of the Wider Neutrahealth
Group;
3.5.10 waived or compromised any material claim;
3.5.11 entered into, varied, authorised or proposed any contract, acquisition
or commitment (whether in respect of capital expenditure or otherwise) which is
of a loss-making, long term, onerous or unusual nature or magnitude or which is
or is likely to be restrictive to the businesses of any member of the Wider
Neutrahealth Group or which involves or could involve an obligation of such a
nature or magnitude;
3.5.12 purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or made any
other change to any part of its share capital or any other securities;
3.5.13 taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up (voluntary or otherwise),
dissolution, striking-off or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
3.5.14 been unable to pay its debts or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business or
proposed or entered into any composition or voluntary arrangement with its
creditors (or any class of them) or the filing at court of documentation in
order to obtain a moratorium prior to a voluntary arrangement or, by reason of
actual or anticipated financial difficulties, commenced negotiations with one or
more of its creditors with a view to rescheduling any of its indebtedness or any
form of insolvency proceeding or event similar or analogous to any of the
aforementioned events in any jurisdiction;
3.5.15 made any alteration to its articles of association or other
constitutional documents save as is necessary to implement the Proposals;
3.5.16 made or announced any proposal to make any change or addition to any
retirement, death or disability benefit or any other employment-related benefit
of or in respect of any of its directors, employees, former directors or former
employees;
3.5.17 experienced any material adverse change or material deterioration of
the businesses, financial or trading position or profits or prospects of the
Neutrahealth Group taken as a whole; or
3.5.18 merged with any body corporate or acquired or disposed (in either case
otherwise than in the ordinary course of business) of any assets (including
shares in subsidiaries, associates and trade investments) or made any change in
its share or loan capital, or authorised or proposed or announced any intention
to propose any merger, de-merger, acquisition, disposal or change as aforesaid;
3.6 except as Disclosed, since 31 December 2009:-
3.6.1 there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of Neutrahealth or any
other member of the Wider Neutrahealth Group which is material in the context of
the Neutrahealth Group taken as a whole;
3.6.2 there having been no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Wider Neutrahealth Group
is or may become a party (whether as plaintiff or defendant or otherwise), no
such proceedings having been threatened against any member of the Wider
Neutrahealth Group and no investigation by a third party against or in respect
of any member of the Wider Neutrahealth Group having been instituted, threatened
or announced by or against or remaining outstanding in respect of any member of
the Wider Neutrahealth Group which in any such case might adversely affect any
member of the Wider Neutrahealth Group in any way which is material in the
context of the Neutrahealth Group taken as a whole;
3.6.3 other than with the consent of Elder, no action having been taken or
proposed by any member of the Wider Neutrahealth Group, following approval of
the shareholders of Neutrahealth under Rule 21.1 of the Code in respect of such
action, where such action would be materially inconsistent with the
implementation by Elder of the Acquisition on the basis contemplated as at the
date of the Announcement;
3.6.4 no member of the Wider Neutrahealth Group having conducted its
business in breach of any applicable laws and regulations to an extent which is
material in the context of the Wider Neutrahealth Group taken as a whole; or
3.6.5 no contingent or other liability having arisen or become apparent or
increased which might be reasonably likely to have a material adverse effect on
the Wider Neutrahealth Group taken as a whole;
3.7 Elder not having discovered:-
3.7.1 that the financial, business or other information concerning the
Wider Neutrahealth Group, as contained in the information Disclosed, contains a
misstatement of a material fact or omits to state a material fact necessary to
make the information contained therein not misleading to a material extent;
3.7.2 except as Disclosed, that any member of the Wider Neutrahealth Group
is subject to any material liability, contingent or otherwise, which is not
disclosed in the Annual Report and Accounts of Neutrahealth for the financial
year ended 31 December 2009;
3.7.3 except as Disclosed, that any partnership or company in which any
member of the Wider Neutrahealth Group has a significant economic interest
(being, in the case of a company, an interest carrying 25 per cent, or more of
the voting capital of that company) and which is not a subsidiary of
Neutrahealth is subject to any material liability, contingent or otherwise,
which is not disclosed in the Annual Report and Accounts of Neutrahealth for the
financial year ended 31 December 2009; and
3.7.4 the Neutrahealth Group has failed to comply with applicable statutory
or regulatory obligations in any relevant jurisdiction to an extent which is
material in the context of the Neutrahealth Group taken as a whole.
4. Subject to the relevant requirements of the Panel, Elder reserves
the right to waive, in whole or in part, all or any of the above Conditions,
except Condition 2 which cannot be waived.
5. Elder shall be under no obligation to waive or treat as fulfilled
any such Conditions earlier than the date of the sanction of the Scheme referred
to in Condition 2 notwithstanding that the other Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment or waiver.
6. If Elder is required by the Panel to make a general offer for
Neutrahealth Shares under the provisions of Rule 9 of the City Code, Elder may
make such alterations to any of the above Conditions as are necessary to comply
with the provisions of that Rule.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
(a) The value attributed to the fully diluted ordinary share capital of
Neutrahealth is based upon 175,985,127 Neutrahealth Shares in issue as at the
date of this Announcement, and no more than 11,570,369 options outstanding under
the Neutrahealth Share Option Scheme over Neutrahealth Shares at the date of
this Announcement in respect of which the exercise price is less than 6.5 pence
per Neutrahealth Share. The fully diluted ordinary share capital of Neutrahealth
is 187,555,496 Neutrahealth Shares. The fully diluted ordinary share capital of
Neutrahealth does not take into account Neutrahealth Shares issuable on the
exercise of options over Neutrahealth Shares under the Neutrahealth Share Option
Scheme at the date of this Announcment in respect of which the exercise price is
equal to or greater than 6.5 pence and which have been agreed to be released on
the Scheme becoming Effective.
(b) Unless otherwise stated, all prices for Neutrahealth Shares have been
derived from the AIM Appendix to the Daily Official List of the London Stock
Exchange and represent the Closing Prices on the relevant dates.
(c) The maximum Cash Consideration payable pursuant to the Proposals, if
they become Effective, for the 150,453,710 Neutrahealth Shares representing the
fully diluted ordinary share capital of Neutrahealth (other than the Excluded
Shares) is GBP9,779,491.15.
APPENDIX III
DEFINITIONS
In this document the following words and expressions have the following
meanings, unless the context requires otherwise:-
+--------------------------+-----------------------------------+
| "Act" | means the Companies Act 2006 (as |
| | amended) |
+--------------------------+-----------------------------------+
| "Acquisition" | means the proposed acquisition of |
| | the entire issued and to be |
| | issued share capital of |
| | Neutrahealth by Elder on the |
| | terms set out in this |
| | Announcement |
+--------------------------+-----------------------------------+
| "AIM" | means the AIM market of the |
| | London Stock Exchange |
+--------------------------+-----------------------------------+
| "AIM Rules" | means the rules of the London |
| | Stock Exchange for AIM companies |
| | and their nominated advisers |
| | governing admission to and |
| | operation of AIM, amended from |
| | time to time |
+--------------------------+-----------------------------------+
| "Announcement" | means this announcement of the |
| | Proposals, dated 16 September |
| | 2010 issued pursuant to rule 2.5 |
| | of the City Code |
+--------------------------+-----------------------------------+
| "Authorisations" | means authorisations, orders, |
| | grants, recognitions, |
| | confirmations, consents, |
| | licences, clearances, |
| | certificates, permissions or |
| | approvals |
+--------------------------+-----------------------------------+
| "Biocare" | means Biocare Limited (company |
| | number 01948434) a subsidiary of |
| | Neutrahealth |
+--------------------------+-----------------------------------+
| "Board" | means the board of directors of |
| | Neutrahealth |
+--------------------------+-----------------------------------+
| "Brunel" | means Brunel Healthcare |
| | Manufacturing Limited (company |
| | number 04504895) a subsidiary of |
| | Neutrahealth |
+--------------------------+-----------------------------------+
| "Business Day" | means a day (other than a |
| | Saturday or Sunday or a public |
| | holiday) on which banks are open |
| | for the transaction of business |
| | in London |
+--------------------------+-----------------------------------+
| "Cash Consideration" | means the cash consideration due |
| | to Scheme Shareholders under the |
| | Proposals |
+--------------------------+-----------------------------------+
| "Cenkos Securities" | means Cenkos Securities plc of |
| | 6.7.8 Tokenhouse Yard, London, |
| | EC2R 7AS, United Kingdom |
+--------------------------+-----------------------------------+
| "City Code" | means The City Code on Takeovers |
| | and Mergers |
+--------------------------+-----------------------------------+
| "Closing Price" | means the closing middle-market |
| | quotation of a Neutrahealth Share |
| | as derived from the AIM Appendix |
| | to the Daily Official List of the |
| | London Stock Exchange |
+--------------------------+-----------------------------------+
| "Conditions" | means the conditions to the |
| | implementation of the Proposals |
| | and the Scheme, which are set out |
| | in Appendix I of this document |
+--------------------------+-----------------------------------+
| "Court" | means the High Court of Justice |
| | in England and Wales |
+--------------------------+-----------------------------------+
| "Court Meeting" | means the meeting of the Scheme |
| | Shareholders (other than the |
| | holders of the Excluded Shares) |
| | convened by order of the Court |
| | pursuant to section 899 of the |
| | Act. |
+--------------------------+-----------------------------------+
| "Deferred Shares" | means the non-voting deferred |
| | shares of 9 pence each in the |
| | capital of Neutrahealth |
+--------------------------+-----------------------------------+
| "Disclosed" | means the information disclosed |
| | by or on behalf of Neutrahealth |
| | prior to the date of this |
| | Announcement (i) in the annual |
| | report and accounts of the |
| | Neutrahealth Group for the |
| | financial year ended 31 December |
| | 2009; (ii) in this Announcement; |
| | (iii) in any other announcement |
| | made to a Regulatory Information |
| | Service by or on behalf of |
| | Neutrahealth prior to the |
| | Announcement; or (iv) fairly to |
| | Elder or its advisers by |
| | Neutrahealth or its advisers |
| | prior to the Announcement |
+--------------------------+-----------------------------------+
| "Disclosure Period" | means the period commencing on 16 |
| | September 2009 (being the date 12 |
| | months prior to the commencement |
| | of the Offer Period) and ended on |
| | 15 September 2010 (being the last |
| | practicable date prior to the |
| | publication of this Announcement) |
+--------------------------+-----------------------------------+
| "Elder" | means Elder International FZCO, a |
| | company incorporated in the |
| | United Arab Emirates, with |
| | registered number 02349, whose |
| | registered office is at JAFZ-19, |
| | Office No. 309, Dubai, United |
| | Arab Emirates |
+--------------------------+-----------------------------------+
| "Elder Directors" | means the directors of Elder from |
| | time to time |
+--------------------------+-----------------------------------+
| "Elder Group" | means Elder Pharmaceuticals, its |
| | subsidiaries and subsidiary |
| | undertakings |
+--------------------------+-----------------------------------+
| "Elder Pharmaceuticals" | means Elder Pharmaceuticals |
| | Limited, a company incorporated |
| | in India, with company identified |
| | number L24239 MH1983PL C029714, |
| | whose registered office is at |
| | Elder House, Plot No C-9, Dalia |
| | Industrial Estate, Off Veera |
| | Desai Road, Anderi (W), Mumbai |
| | 400 053, India |
+--------------------------+-----------------------------------+
| "Effective" | means |
| | (i) if the Acquisition is |
| | implemented by means of the |
| | Scheme, the Scheme having become |
| | effective in accordance with its |
| | terms; or |
| | (ii) if the Acquisition is |
| | implemented by means of the |
| | Offer, the Offer having been |
| | declared or become unconditional |
| | in all respects in accordance |
| | with its terms |
+--------------------------+-----------------------------------+
| "Effective Date" | means the date on which the |
| | Scheme becomes effective in |
| | accordance with its terms |
+--------------------------+-----------------------------------+
| "Euroclear" | means Euroclear UK & Ireland |
| | Limited |
+--------------------------+-----------------------------------+
| "Excluded Shares" | means any Neutrahealth Shares |
| | beneficially owned by any member |
| | of the Elder Group |
+--------------------------+-----------------------------------+
| "Excluded Voting Shares" | means the Excluded Shares and any |
| | Scheme Shares beneficially owned |
| | by Sir Gulam Noon |
+--------------------------+-----------------------------------+
| "Forms of Proxy" | means the forms of proxy for use |
| | at the Court Meeting and the |
| | General Meeting and "Form of |
| | Proxy" shall be construed |
| | accordingly |
+--------------------------+-----------------------------------+
| "General Meeting" | means the general meeting |
| | convened by Neutrahealth in |
| | connection with the Scheme |
| | including any adjournment thereof |
| | and to be set out in the Scheme |
| | Document |
+--------------------------+-----------------------------------+
| "Grant Thornton" | means Grant Thornton UK LLP of 30 |
| | Finsbury Square, London, EC2P |
| | 2YU, United Kingdom |
+--------------------------+-----------------------------------+
| "holder" | means a registered holder and |
| | includes any person(s) entitled |
| | by transmission |
+--------------------------+-----------------------------------+
| "Implementation | means the agreement entered into |
| Agreement" | between Neutrahealth, Elder and |
| | Elder Pharmaceuticals on 15 |
| | September 2010 relating to the |
| | Proposals |
+--------------------------+-----------------------------------+
| "Independent Directors" | means the Neutrahealth Directors, |
| | other than Mr. Jagdish Saxena and |
| | Sir Gulam Noon |
+--------------------------+-----------------------------------+
| "London Stock Exchange" | means London Stock Exchange plc |
+--------------------------+-----------------------------------+
| "Neutrahealth" | means Neutrahealth plc, |
| | incorporated in England and Wales |
| | with registered number 05290247 |
+--------------------------+-----------------------------------+
| "Neutrahealth Directors" | means the directors of |
| | Neutrahealth from time to time |
+--------------------------+-----------------------------------+
| "Neutrahealth Group" | means Neutrahealth and its |
| | subsidiaries and subsidiary |
| | undertakings |
+--------------------------+-----------------------------------+
| "Neutrahealth Meetings" | means the Court Meeting and the |
| | General Meeting |
+--------------------------+-----------------------------------+
| "Neutrahealth | means the holders of Neutrahealth |
| Shareholders" or | Shares |
| "Shareholders" | |
+--------------------------+-----------------------------------+
| "Neutrahealth Shares" | means the ordinary shares of 1 |
| | pence each in the capital of |
| | Neutrahealth |
+--------------------------+-----------------------------------+
| "Neutrahealth Share | means share options granted under |
| Options" | the Neutrahealth Share Option |
| | Scheme |
+--------------------------+-----------------------------------+
| "Neutrahealth Share | means the unapproved employee |
| Option Scheme" | share scheme adopted by |
| | Neutrahealth on 4 February 2005 |
+--------------------------+-----------------------------------+
| "New Neutrahealth | means the new ordinary shares of |
| Shares" | 1 pence each in the capital of |
| | Neutrahealth to be allotted and |
| | issued to Elder |
+--------------------------+-----------------------------------+
| "Offer" | means the implementation of the |
| | Acquisition through a takeover |
| | offer (as that term is defined in |
| | section 974 of the Act) |
+--------------------------+-----------------------------------+
| "Offer Period" | means the period commencing on 16 |
| | September 2010 (being the date of |
| | this Announcement) and ending on |
| | the earlier of the date on which |
| | it is announced that the Scheme |
| | has become Effective and/or the |
| | date on which it is announced |
| | that the Scheme has lapsed or has |
| | been withdrawn (or such other |
| | date as the Code may provide or |
| | the Panel may decide) |
+--------------------------+-----------------------------------+
| "Orders" | means the Scheme Order and the |
| | Reduction Order |
+--------------------------+-----------------------------------+
| "Overseas Persons" | means Scheme Shareholders who are |
| | resident in, ordinarily resident |
| | in, or citizens of, jurisdictions |
| | outside the UK |
+--------------------------+-----------------------------------+
| "Panel" | means the Panel on Takeovers and |
| | Mergers |
+--------------------------+-----------------------------------+
| "Proposals" | means the proposed acquisition of |
| | Neutrahealth by Elder, to be |
| | effected by the Scheme as |
| | described in this document (or |
| | should Elder so elect, by means |
| | of an Offer) |
+--------------------------+-----------------------------------+
| "Reduction" | means the reduction of capital |
| | pursuant to section 641 of the |
| | Act, involving the cancellation |
| | and extinguishing of the Scheme |
| | Shares (as defined in the Scheme) |
+--------------------------+-----------------------------------+
| "Reduction Hearing" | means the hearing at which the |
| | Court's order confirming the |
| | Reduction is made |
+--------------------------+-----------------------------------+
| "Reduction Order" | means the order of the Court |
| | confirming under section 648 of |
| | the Act the Reduction |
+--------------------------+-----------------------------------+
| "Registrar of Companies" | means the Registrar of Companies |
| | of England and Wales |
+--------------------------+-----------------------------------+
| "Registrars" | means Capita Registrars of The |
| | Registry, 34 Beckenham Road, |
| | Beckenham, Kent BR3 4TU |
+--------------------------+-----------------------------------+
| "Regulations" | means the Uncertificated |
| | Securities Regulations 2001 (SI |
| | 2001/3755) (as amended) |
+--------------------------+-----------------------------------+
| "Regulatory Information | means any information services |
| Service" | authorised from time to time by |
| | the Financial Services Authority |
| | for the purpose of disseminating |
| | regulatory announcements |
+--------------------------+-----------------------------------+
| "Restricted | any jurisdiction where local laws |
| Jurisdiction" | or regulations may result in a |
| | significant risk of civil, |
| | regulatory or criminal exposure |
| | if information is sent or made |
| | available to Neutrahealth |
| | Shareholders in that jurisdiction |
+--------------------------+-----------------------------------+
| "Scheme" or "Scheme of | means the proposed scheme of |
| Arrangement" | arrangement under sections 895 to |
| | 901 of the Act between |
| | Neutrahealth and holders of |
| | Scheme Shares with or subject to |
| | any modification, addition or |
| | condition approved or imposed by |
| | the Court and agreed to by |
| | Neutrahealth and Elder |
+--------------------------+-----------------------------------+
| "Scheme Document" | means the circular to be |
| | addressed to, amongst others, |
| | Neutrahealth Shareholders |
| | containing, inter alia, the |
| | Scheme, an explanatory statement |
| | in compliance with section 897 of |
| | the Act and the notices of the |
| | Neutrahealth Meetings |
+--------------------------+-----------------------------------+
| "Scheme Hearing" | means the hearing at which the |
| | Court's order sanctioning the |
| | Scheme is made |
+--------------------------+-----------------------------------+
| "Scheme Hearing Date" | means the date of the Scheme |
| | Hearing |
+--------------------------+-----------------------------------+
| "Scheme Order" | means the order of the Court |
| | sanctioning the Scheme under |
| | section 899 of the Act |
+--------------------------+-----------------------------------+
| "Scheme Record Time" | means 6.00 pm on the Business Day |
| | immediately prior to the date of |
| | the Reduction Hearing |
+--------------------------+-----------------------------------+
| "Scheme Shareholders" | means the holders of Scheme |
| | Shares |
+--------------------------+-----------------------------------+
| "Scheme Shares" | means the Neutrahealth Shares:- |
| | (a) in issue at the date |
| | of this document |
| | (b) (if any) issued |
| | after the date of this document |
| | and before the Voting Record Time |
| | and |
| | (c) (if any) issued at |
| | or after the Voting Record Time |
| | but on or before the Scheme |
| | Record Time either on terms that |
| | the original or any subsequent |
| | holder thereof shall be bound by |
| | the Scheme or in respect of which |
| | the holder thereof shall have |
| | agreed in writing to be bound by |
| | the Scheme |
| | in each case excluding the |
| | Excluded Shares |
+--------------------------+-----------------------------------+
| "Special Resolution" | means the resolution proposed to |
| | be passed at the General Meeting |
+--------------------------+-----------------------------------+
| "Statement of Capital" | means the statement of capital |
| | required in connection with the |
| | Reduction pursuant to section 649 |
| | of the Act |
+--------------------------+-----------------------------------+
| "subsidiary" | has the meaning given in section |
| | 1159 of the Act |
+--------------------------+-----------------------------------+
| "subsidiary undertaking" | has the meaning given in section |
| | 1162 of the Act |
+--------------------------+-----------------------------------+
| "UK" or "United Kingdom" | means the United Kingdom of Great |
| | Britain and Northern Ireland |
+--------------------------+-----------------------------------+
| "uncertificated" or "in | means a share or other security |
| uncertificated form" | recorded on the relevant register |
| | as being held in uncertificated |
| | form in CREST and title to which, |
| | by virtue of the Regulations, may |
| | be transferred by means of CREST |
+--------------------------+-----------------------------------+
| "Voting Record Time" | means 6.00 pm on the day which is |
| | two days before the date of the |
| | Court Meeting and the General |
| | Meeting or the date of any |
| | adjournment thereof (as the case |
| | may be) |
+--------------------------+-----------------------------------+
| "Wider Neutrahealth | means the Neutrahealth Group and |
| Group" | associated undertakings of |
| | Neutrahealth and any other body |
| | corporate, partnership, joint |
| | venture or person in which |
| | Neutrahealth and such |
| | undertakings (aggregating their |
| | interests) have an interest of |
| | more than 20 per cent. of the |
| | voting or equity capital or the |
| | equivalent |
+--------------------------+-----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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