Posting of Circular re Dispos

RNS Number : 6241V

DawMed Systems PLC

14 July 2009

 

For Immediate Release

14 July 2009

Dawmed Systems PLC

Proposed sale of Dawmed International Limited

Proposed adoption of New Investing Policy

Change of Name to Adalta Real PLC

Introduction

As announced on 3 July 2009, the Board has agreed terms and signed a conditional share purchase agreement with Wassenburg to sell to Wassenburg all the issued share capital in DIL, the Company's trading subsidiary. The consideration for the Sale is £0.95 million, representing 4.6p per ordinary share, subject to adjustment depending on the net assets of DIL as at 30 June 2009. Under Rule 15 of the AIM Rules, the Sale is a disposal resulting in a fundamental change of business and consequently Shareholder consent is required before the Sale can be completed. The Sale is therefore conditional upon an ordinary resolution being passed at the First GM.

Whilst the Directors believe that the Second Interim Results were relatively satisfactory and pointed to an anticipated continuation of growth and profitability up to the period ended 31 March 2009, the Board considers that there are fundamental reasons why the present business does not provide a long-term basis for the Company's future viability as an independent entity. 

The Continuing Directors consider that the Company's future lies outside the current scope of its business as carried on by DIL. Further details of the Company's proposed New Investing Policy, which is also subject to the approval of Shareholders at the First GM, are set out below.

A Circular convening the first GM and second GM is being sent to shareholders today.

The Sale

Under the terms of the Share Purchase Agreement the Company has agreed to sell all the issued share capital of DIL to Wassenburg for £0.95 million in cash, subject to adjustment depending on the net assets of DIL as at 30 June 2009. Under such adjustment Wassenburg and the Company will share any shortfall or excess of such net assets below or above £75,000.  

The Share Purchase Agreement contains normal warranties and indemnities and liability in respect of these lasts for 18 months from completion (7 years for tax related claims). Wassenburg has taken out warranty insurance to secure any liability in respect of the warranties or tax indemnity subject to an excess of £50,000 and Wassenburg is obliged to claim under such insurance before claiming against the Company. As further security for Wassenburg £35,000 of the consideration will be placed in an escrow account to cover any warranty or indemnity liability under the Share Purchase Agreement that is not covered by the warranty insurance policy.

After related expenses, the net proceeds of the Sale (excluding any excess of, or shortfall in, net assets if any) are anticipated to be approximately £800,000. 

Pursuant to the Share Purchase Agreement the Company is required to change its name to a name other than 'Dawmed'. Consequently, a special resolution is proposed to be put to the Shareholders to change the Company's name to Adalta Real PLC at the Second GM.

Subject to the approval of the Sale by the Shareholders, John Crispin and Mark Adamson will cease to be directors of the Company. 

Reasons for the Sale

Recent public domain announcements by a number of institutions, government departments and analysts, have warned that the NHS will be 'massively underfunded' after 2011. The Directors believe that, as in the year ended September 2007 when massive cuts were made by the NHS following a deficit in its budget, the NHS will face severe financial challenges in the future.

The Directors believe that the NHS is unlikely to be exempted from reductions of expenditure in the medium to long term and in this event it is traditional that the first and easiest area of departmental cost reduction is in capital equipment purchases, upon which your Company is largely dependent. As outlined above, recent reports have also forecast severe underfunding of the NHS as a whole from 2011.  

The Company is largely reliant upon its distribution agreement with Wassenburg for its imported equipment and the vagaries of the Sterling/Euro currency exchange rates mean that any profit margin on sales can be easily wiped out by a small change in the exchange rates.  Although the prospects are not unreasonable for the Company's own AERclens and Clinic machines, they have yet to make any real market impact. Consequently, they do not provide in their own right a sound basis for the Company's ongoing business in the short or medium term.

All of these matters could be accommodated within the Company's business model providing it had sufficient confidence in the NHS business for the medium and long term future, but given the current credit crisis together with the parlous state of the UK economy, the Company's current ability to raise further funds (whether as equity or debt) for a business involved in the manufacture and distribution of capital equipment, is severely limited.  

It should also be noted that the Company's rights to sell Wassenburg products in the UK is on a rolling 12 months' basis, but Wassenburg have indicated that a sale to a third party would result in these rights being validly terminated after one month's notice. As a result there is effectively only one viable purchaser for DIL.

In spite of the Board's stated anticipation of a return to profitability in the third half year ended 31 March 2009, a small DIL loss was sustained in that period due entirely to the continued deterioration of the GBP against the Euro. In the full 18 months period to 31 March 2009, DIL reported a loss on ordinary activities before taxation of £473,410 (year ended 30 September 2007: £571,508) on a turnover of £12,209,849 (year ended 30 September 2007: £4,976,158) and had at that date net assets of £83,870 (30 September 2007 net liabilities: £1,627,220). The cost of the Company's investment in 100 percent of DIL is £2,651,860.  For the purposes of the financial statements for the 18 months ended 31 March 2009, the carrying value of the investment in DIL will be adjusted to net realisable value less costs to sell. The net proceeds of the Sale as described above of approximately £800,000 will result in a profit of around £655,000 for the Group. 

These factors have led the Directors to the conclusion that, rather than attempt to trade predominantly as a capital equipment supplier to the NHS, it would be wiser to realise as much value within the current business as possible.  

The Company's share capital was admitted to trading on AIM on 14 October 2002 following a placing at 25p per Share. The middle market price of Shares has fallen steadily over a long period prior to the announcement of the Second Interim Results on 26 February 2009. Since then the Share Price rose on the back of approaches to the Company received from third parties. Following the withdrawal of those approaches due to the prohibitive clause in the Wassenburg distribution agreement, the Share price has fallen back to 2.75p, the closing price as at the 6 July 2009 being the first business day following the date of the Announcement.

The consideration for DIL represents a value per share of 4.6p, which is a premium to the closing position as at the 6 July 2009 being the first business day following the date of the Announcement.

The immediate financial effects of the Sale will be net cash on the Company's balance sheet from which the expenses of the Sale will be paid and the remainder, expected to be in the order of £800,000, will be used initially to set up the new arrangements including, but not limited to a redesigned web site, change of name, various registrations, overheads and funding for property agency and transactions.

Set out below is the unaudited balance sheet as at 30 September 2008 and a pro forma balance sheet showing the potential effects of the Sale of DIL:

	Unaudited 30 September 2008	Disposal of DIL	Net assets following disposal
	£'000	£'000	£'000
Non-current assets
Intangible assets	40	(40)	-
Property, plant and equipment	100	(100)	-
	140	(140)	-
Current assets
Inventories	938	(938)	-
Trade and other receivables	1,778	(1,708)	70
Cash and cash equivalents	62	703	765
Total assets	2,918	(2,083)	835
Current liabilities
Trade and other payables	(2,169)	2,134	(35)
Financial liabilities	(571)	571	-
	(2,740)	2,705	(35)
Net assets	178	622	800
Called up share capital	1,031	-	1,031
Share premium account	1,878	(320)	1,558
Merger reserve	(350)	350	-
Profit and loss account	(2,381)	592	(1,789)
Total equity	178	622	800

Liquidation Option 

Subject to the approval of the Sale by Shareholders, the Company could be wound up and its assets (ie. the net proceeds from the Sale) distributed to Shareholders.  The costs of implementing such a strategy would be substantial and would include, inter alia, Insolvency Practitioner costs and significant compensation costs under existing consultancy contracts.

The Directors estimate that the net proceeds available for distribution on a winding up would be approximately £450,000 representing circa. 2.2p per share.

Proposed New Investing Policy

Following completion of the Sale the Continuing Directors propose that, instead of winding up the Company, the Company's share capital should remain admitted to trading on AIM and that the Company's New Investing Policy should be based predominantly upon property agency, the acquisition and development of and/or investment in commercial property, the acquisition of land and development of high end residential property, together with potential corporate acquisitions, the latter mainly in the property sector.

There have been recent and significant falls in the value of commercial and residential property as well as associated land in the UK and many companies in the property sector are suffering in the downturn. The Continuing Directors believe therefore that there are opportunities to acquire development land, built property and/or property companies, with the potential for significant uplifts from the current low levels of property values and for ongoing generation of profit over the medium and long term.

The proposed New Investing Policy is intended to be split between commercial agency, development property and investment property and this overall split will be subject to available opportunities from time to time as well as the Company's ability to make such investments in as tax efficient manner as possible, for example through compliance with current HMRC Tax Exemption Rules following the Sale.

The Company will be an active investor. Such investments may result in the Company acquiring the whole or part of a company or project. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Continuing Directors deem appropriate. 

The Continuing Directors propose that the New Investing Policy should enable it to pursue and exploit the following opportunities in the UK:-

• commercial and industrial agency services;

• commercial development (including acquisition and refurbishment opportunities) subject to pre-lets to prime covenant tenants; 

• sales of such  completed and let developments as profit generators; 

• acquisition of existing individual residential property with expansion and/or refurbishment potential for early profit;

• acquisition of high end value individual residential land and development for the generation of later and greater profit;

• future retention of its own completed and let commercial developments as held investments for medium and/or long term quality revenue generation;

• subject to tenant covenant status, future acquisition of existing completed and let property as an active investor for long term quality revenue generation; 

• future acquisition of a compatible property company for potential expansion; and

• future corporate investment for passive or active gain.

If the New Investing Policy is approved, there is no limit on the number of projects in which the Company may invest. The Continuing Directors are currently reviewing potential investment and acquisition opportunities in line with the Company's New Investing Policy. The Company intends to be both a short-term and a long-term investor and the Continuing Directors will place no minimum or maximum limit on the length of time that any investment may be held. 

At the same time the Company would maintain low office and personnel overheads to achieve significantly reduced fixed annual costs compared with previous levels. Admission to AIM would be retained to facilitate future fund raising options whilst maintaining an exit route for shareholders.

The Continuing Directors intend that commercial property endeavours will be related to high grade tenant covenant. Residential endeavours will be active developments for short-term gain from sales of completed properties prior to certified habitation.  Commercial investments will be a mixture of short term sales of pre-let property with high grade tenant covenant and long term pre-let investment potential according to magnitude and funding. It is envisaged that initially there will be a relatively small number of development investments due, inter alia, to financial limitations, but over time the intention will be to broaden the scope and to increase the volume. Whilst the Company is expected to enjoy early revenue from the property agency business it will be exposed to some extent in the short-term to the success or otherwise of one or two initial development projects. 

Subject to the availability of advantageous bank or other sources of funding, the Continuing Directors propose that the Company be geared up to 75% ie. borrowings will not normally exceed three times its equity investment depending on the type of property and the covenant status of the tenant in the case of commercial property.

Shareholders should note that the consideration for any acquisition or investment, including any debt element of the consideration, will be subject to compliance with the AIM Rules. Should any of the provisions of AIM Rule 14 be met, then this may result in the Company having to treat the transaction as a reverse take-over necessitating shareholder approval and a re-application to trading on AIM.

As an investing company, the Company will be required to implement its Investment Policy within 12 months of the First GM, or otherwise make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules, failing which the Company's Shares would then be suspended from trading on AIM. If the Company's Investing Policy has not been implemented on or before 30 January 2011, the admission to trading on AIM of the Company's Shares would be cancelled and the Continuing Directors would convene a General Meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders. In making the assessment of whether or not an investing company has substantially implemented its investing policy, this is normally considered to mean that the investing company has invested a substantial portion (usually at least 50 per cent) of all funds available to it, including funds available through agreed debt facilities, in accordance with its investing policy.

The Continuing Directors have already received a satisfactory initial 'Letter of Intent' from a major UK Bank for a secured debt funding facility of up to the initial planned level of £2 million. This is subject to reasonable financial and other normal terms such as, inter alia, the agreed viability of each property project.  

It is the intention of the Continuing Directors to target the restoration of share value in the medium and long term to a level which properly represents the potential value of the Company.  Once the financial market conditions are more favourable, the Company will contemplate raising further equity funding from the capital .markets whether through a rights issue, placing of shares, or otherwise. 

The Directors consider that the adoption of the New Investing Policy would be more beneficial to the Shareholders (and in their best interests) than liquidation on the grounds that: 

• the value of the net proceeds available to the Shareholders would be heavily compromised by the costs referred to above; 

• if the New Investing Policy is successful the net asset value of the Company will increase and there should be a potential uplift in value of the shares which the Continuing Directors believe is reasonably likely to be substantial over time and ongoing; and 

• for those Shareholders who prefer to sell their shareholdings immediately or at any time, an exit route for Shareholders will be maintained on AIM for the foreseeable future.

Director Information  

Kevin Michael Gilmore FRICS, Executive Chairman

Kevin Gilmore has wide corporate experience, not only as a successful businessman in general and in a broad range of different companies, but also a particular qualification, expertise and experience in the real estate sector.

Kevin began his career as a Chartered Quantity Surveyor, set up in private practice at age 25 and remained as Senior Partner for some 30 years, having expanded the practice with offices in Birmingham, Liverpool, Chichester and later in London. 

In the middle 1960s he personally founded, chaired and managed the first of a new type of Housing Association in the UK under the 1962 Housing Act. He also founded, recruited a chairman and members of each Board, and spearheaded as a Board member and driving force a further four similar Housing Associations spread across England.

In the 1970s he was appointed by Barclays Bank PLC as a Law of Property Act Receiver to manage a number of failing property development projects that had been initiated with bank funding by a number of builder developers.  His appointment resulted in the successful completion of all of the developments and sales of the completed properties to the Bank's financial satisfaction by recovering 100% of their lending, including all interest charges, as well as generating credit balances which were paid to the failed companies' receivers or liquidators over a period of circa. 3 years. 

During and since the period of 26 years between 1964 and 1990, he also founded, chaired and managed a number of property development and investment companies, some of which were joint ventures with other larger companies, operating in the residential, retail, commercial and industrial sectors countrywide.

Gordon Arbib BSc (First Class Hons), Non-Executive Director 

Gordon is an experienced businessman who began his career at Multicore Solders Ltd obtaining knowledge of all facets of the company before being promoted to Managing Director in 1974 and later to the position of Chairman. He built 'Multicore' from being a British Manufacturer of an outdated product to being a global leader in the electronic assembly materials market.

In 1991 he was appointed Chief Executive of Kelsey Industries Plc, a public company quoted on the London Stock Exchange. 1999 sales totalled £77 million. He was also CEO of its largest subsidiary Multicore Solders Ltd and continued to spend most of his time concentrating on the development of the Multicore Solders Group globally.

He later led the successful sale of Kelsey Industries Plc for £53.2 million to Henkel KGaA, the international chemicals group based in Dusseldorf, which was primarily interested in acquiring 'Multicore'. During the process he was dealing with Merchant Banks and Lawyers in the City, thereby gaining valuable experience.

Nicholas Trigg, Non-Executive Director

Nick Trigg is currently head of Innovation Management of the Science and Technology Facilities Council (STFC)and is responsible for forming spin-outs from the intellectual property the STFC. This involves forming early stage companies based on technology developed by the research council including the raising of finance.  

Previously in his career he has been Chief Operating Officer of a pan-European division providing repair and maintenance services for capital goods. He has also held positions in Venture Capital investment management, multi-national engineering M&A and has been an oilfield service engineer for Schlumberger Wireline Services in west and north Africa.  

He has an engineering degree from Oxford University and a MBA from INSEAD, France. He also has a Certified Diploma in Accounting and Finance.

Proposed Director

The Company has also identified an MRICS qualified Chartered Surveyor and Estate Agent who holds a BSc (Hons) degree and has extensive experience in the commercial property sector who the Company intends, subject to the Sale being completed, to appoint as a Director of the Company. The Company further intends that the appointee will, inter alia, establish and run a commercial property agency department within the Company.

This individual has been responsible for establishing a new commercial property agency department for his current employer, of whom he is currently a Director, and has dealt with sales, lettings, acquisitions, rent reviews and lease renewals in Industrial, Office and Retail property throughout the UK for over eight years. 

For the latter five years he has acted for, and still acts for a major supermarket in a land acquisition and development consultancy capacity throughout the West Midlands which includes all the acquisitions of land and existing buildings for large new store developments and existing store extensions, involving but not limited to day to day negotiations with neighbouring land or building owners and the sale of investments in surplus properties. 

For reasons of confidentiality it is not possible to name this individual as the handing in of his notice to his current employer depends on Shareholders approving the Sale and the New Investing Policy and the Sale being completed.  A further announcement in compliance with the AIM Rules will be made when appropriate.

The Continuing Directors believe that, following the completion of the Sale and the recruitment of the individual referred to above, the Board will have sufficient experience and human resources within the Company to implement the New Investing Policy.

The current remuneration for each of Kevin Gilmore, Gordon Arbib and Nick Trigg will be altered with effect from the completion of the Sale. At that point, in recognition of the Company's needs to conserve cash, the Continuing Directors have agreed that the annual amount that the Company pays to executive chairman Kevin Gilmore in fees and to Imseco Holdings Limited for the provision of his management services under its service contract will be reduced by 15% to a total of £89,250 per annum and Gordon Arbib's and Nick Trigg's annual fees as non-executive directors will each be reduced by 10% to £13,500 per annum.

Taxation 

Following consultation with the Company's tax advisors, the Continuing Directors have been advised in writing that, after the completion of the Sale and the implementation of the New Investing Policy, the Company would be eligible to benefit from the Substantial Shareholding Exemption ('SSE') of taxation on any financial gain to the Company arising from the Sale, subject to compliance with HMRC conditions applicable thereto. The tax advisors have further advised in writing that implementation of the New Investing Policy as soon as possible after the Sale, whether directly by the Company or indirectly via a newly formed subsidiary, would comply with HMRC conditions and thus enjoy the benefit of SSE, ie. exemption from taxation on any financial gain, if any. 

 

Risk Factors

GENERAL

The Company's objectives may not be fulfilled 

The value of an investment in the Company is dependent upon the Company achieving the aims set out in this Document. There can be no guarantee that the Company will achieve the level of success that the Board expects. 

Suitability of Shares as an investment 

The Shares may not be a suitable investment for all recipients of this Document. Before making a decision, investors are advised to consult an appropriate independent investment adviser authorised through FSMA who specialises in advising on investments of this nature. The value of Shares can go down as well as up and investors may get back less than their original investment. 

Attraction and retention of key employees 

The Company's success will depend on its current and future executive management team. The loss of the services of certain employees could have a materially adverse effect upon the Company's business and future. 

Requirement for further funds 

The existing resources of the Company may not be sufficient for the future working capital requirements of the Company or allow the Company to exploit new opportunities. It may therefore be necessary for the Company to raise further funds in the future, which may be by way of issue of further Shares on a non pre-emptive basis. Although it is the Company's intention to issue Shares to satisfy all or part of any consideration payable on an acquisition, vendors of suitable companies or businesses may not be prepared to accept Shares at the quoted market price. 

Market information and nature of Shares 

The market price of the Shares may not reflect the underlying value of the Company's net assets. Potential investors should be aware that the value of shares can rise or fall and that there may not be proper information available for determining the market value of an investment in the Company at all times. An investment in a share which is traded on AIM, such as the Shares, may be difficult to realise and carries a high degree of risk. The ability of an investor to sell Shares will depend on there being a willing buyer for them at an acceptable price. Consequently, it might be difficult for an investor to realise his/her investment in the Company and he/she may lose all of his/her investment. 

AIM 

There can be no assurance that an active trading market for the Shares will be maintained. AIM is a market for emerging or smaller growing companies and may not provide the liquidity normally associated with the Official List or other exchanges. The future success of AIM and liquidity in the market for the Shares cannot be guaranteed. In particular, the market for the Shares may be, or may become, relatively illiquid and therefore the Shares may be or may become difficult to sell. 

SPECIFIC

Lack of Opportunities

The Company's business plan is dependant on the Company's ability to source property transactions and investments in the UK. There can be no guarantee that such deals, at this level and level of gearing, will be available and acceptable to the Board.

Availability of Finance

The Company's business plan is dependant on the availability of securing additional debt finance to leverage the acquisitions and investments. Although the Company has received an initial indication that this may be available there is no guarantee that this will be secured and whether further funding may be available. Any restriction in the level of debt funding would restrain the Company's ability to make acquisitions and investments.

UK Property Market 

Any future downturn in the UK property market could materially adversely affect the value of properties acquired by the Company. 

The market value for properties are generally affected by overall conditions in the local economy, such as growth in gross domestic product, employment trends, inflation and changes in interest rates. Changes in gross domestic product may also impact employment levels, which in turn may impact the demand for premises. 

Conditions within the property market, changes in landlord and tenant law, changes in planning law or changes to rates or treatment of Stamp Duty Land Tax could affect the performance of the properly portfolio the Board are intending to acquire.

Tenant and Guarantor Risk 

Where properties are acquired by the Company with subsisting tenants in the event of tenant default, there may be a rental income shortfall. This may affect investment returns and could lead to an event of default in any bank facilities or other funding arrangements that the Group has at the time. 

Both rental income and properly values may also be affected by other factors, such as the perceptions of prospective tenants, the inability to collect rents because of the bankruptcy or insolvency of tenants or otherwise, the ensuing need to renovate, repair and re-lease space and the costs thereof, the costs of maintenance and insurance, and increased operating costs. In addition, certain significant expenditures, including operating expenses, must be met by the Group even when a unit is vacant. 

If any of the tenants in properties to be acquired by the Company were to assign their lease, such a tenant could be required to guarantee the performance of the assignee's obligations under that lease. However, if the assignee were subsequently to assign that lease to another party, the original tenant would then cease to be liable in respect of its covenants under that lease. The relevant company within the Company would usually be required to consent to any sub assignment but such consent could not normally be unreasonably withheld.

Development of properties 

Any development of properties, prior to onward sale, may not be completed within envisaged time scales or at all or may be subject to significant cost overruns. This could therefore input on the profit made on such properties and therefore the value of the Company's business as a whole.

Economic, political, judicial, administrative, taxation or other regulatory matters 

The Group may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors, as well as other unforeseen matters. 

Market information 

The market price of the Shares may not reflect the underlying value of the Group's net assets. 

Rising Interest costs

Investors should be aware the Company's investing policy is based on current interest rates. Should these materially increase above this maximum then the Company may need to re-evaluate their business plan.

Future Capital requirements

There can be no assurances that future capital and lending requirements can be obtained on favourable terms.

General Meetings

The First General Meeting will held at 12.00 noon on 30 July 2009 at the Ibis Hotel Rotherham, Moorhead Way, Bramley, Rotherham, S66 1YY, at which ordinary resolutions will be proposed to authorise and approve the Sale and to approve the New Investing Policy.

The Second General Meeting is scheduled at 12.00 noon on 6 August 2009 at the same location at which a special resolution to change the Company's name to 'Adalta Real Plc' will be proposed.

Recommendation

The Sale and the New Investing Policy cannot proceed unless they are first approved by Shareholders at the First GM.  

For the reasons set out above, the Directors unanimously recommend that shareholders vote in favour of the resolutions to be proposed at the First GM regarding respectively the approval of the Sale and the New Investing Policy and at the Second GM regarding the change of the Company's name. All of the Directors have irrevocably committed themselves to vote in favour of the approval of the Sale and the New Investing Policy at the First GM and the change of the Company's name at the Second GM in respect of their beneficial holdings amounting to 10,632,347 Shares (representing 51.58% of the Company's current issued share capital).

Enquiries:

DawMed Systems Plc Kevin M Gilmore, Executive Chairman	Tel: [phone] Mob: [phone]
Beaumont Cornish Limited Roland Cornish	Tel: [phone]
Bishopsgate Communications Limited Maxine Barnes	Tel: [phone]
For further information about the Company's business please visit www.dawmed.com

Note:    A copy of the Circular and this announcement will be available on the Company's website: www.dawmedsystems .co.uk

Following the passing of the resolution to change the name of the Company and this becoming effective, the Company's website will be www.adaltareal.com and the stock exchange ticker will be ADA..

DEFINITIONS

The following definitions apply throughout the announcement unless the context otherwise requires:

'Act'	the Companies Act 2006 and the Companies Act 1985 (as amended) to the extent that each is in force
'AIM'	AIM, the market regulated by the London Stock Exchange plc
'AIM Rules'	the rules applicable to AIM, published by the London Stock Exchange plc from time to time
'Announcement'	the announcement made by the Company on RNS on 3 July 2009 in respect of the Sale
'Board' or 'Directors'	the directors of Dawmed
'Continuing Directors'	the Directors other than John Crispin and Mark Adamson
'Dawmed' or 'the Company'	Dawmed Systems PLC
'DIL'	Dawmed International Limited, the Company's subsidiary
'CREST'	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) in respect of which CRESTCo Limited is the operator in accordance with which securities may be held and transferred in uncertificated form
'CRESTCo'	CRESTCo Limited
'First GM' 'New Investing Policy'	the general meeting of Dawmed convened for 30 July 2009 the new investing policy of the Company proposed to be adopted following completion of the Sale as referred to in this document
'Overseas Shareholders'	Shareholders who are resident in, or citizens of, countries other than the UK
'Resolutions'	the ordinary and special resolutions proposed to be voted on at the First GM and the Second GM
'Sale' 'Second Interim Results' 'Second GM'	the proposed sale of all the issued share capital in DIL to Wassenburg the interim results of the Company for the 12 month period ended 30 September 2008 the general meeting of Dawmed convened for 6 August 2009
'Shareholders'	holders of Shares
'Shares' 'Share Purchase Agreement'	ordinary shares of 5p each in the capital of the Company the conditional agreement dated 3 July 2009 between (1) the Company (2) Wassenburg and (3) Kevin Gilmore and John Crispin
'SME'	small and medium enterprise
'Wassenburg'	Wassenburg & Co. B.V.

 

END

 

 

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