Capital Reorganisation

Advanced Medical Solutions Grp PLC 27 April 2007 For Immediate Release 27 April 2007 Advanced Medical Solutions Group plc ('AMS' or 'the Company') Capital Reorganisation Proposal for the reduction of the Company's share capital by the cancellation of its Deferred Shares of 5p each and the cancellation of its share premium account Advanced Medical Solutions Group plc (AIM: AMS), the global medical technology company, today announces details of a proposal for a capital reorganisation to give the Company a capital structure that would allow the Company to pay dividends to shareholders at some point in the future should the Board make a recommendation to do so. The Board of the Company has therefore resolved to seek shareholder approval to reduce the Company's share capital by the cancellation of its 93,553,394 Deferred Shares of 5p each (the 'Deferred Shares') and cancel its share premium account at the forthcoming annual general meeting of the Company to be held on 6 June 2007. The Deferred Shares The Deferred Shares arose from a capital reorganisation of the Company which took effect in 2002 and carry no voting rights, do not rank for dividends and will only participate on a winding up of the Company after the sum of £1,000,000 has been paid in respect of each Ordinary Share. The Deferred Shares are not listed or quoted on any stock exchange and no share certificates have been issued in respect of the Deferred Shares. The value of the Deferred Shares is therefore negligible and the Company's articles of association permit the Company to reduce its share capital by cancelling the Deferred Shares for no consideration. The share premium account The Company currently has a balance on its share premium account of £37,977,445 which has arisen as a result of various prior issues by the Company of its shares at prices in excess of their nominal value. Under the Companies Act 1985, the Company's share premium account constitutes a non-distributable reserve of the Company and the sums credited to that reserve are not distributable to shareholders. The cancellation of the deferred shares and the share premium account The Company, as a public company, may not distribute dividends to its shareholders save out of the balance of its accumulated realised profits less its accumulated realised losses ('distributable profits') and provided the amount of the distribution does not exceed the value of its net assets less the aggregate value of its called-up share capital and non-distributable reserves. As at 31 December 2006, the Company had an accumulated net realised loss balance of £36,748,704 as recognised by the deficit on its profit and loss account reserve in its financial statements for the period ended 31 December 2006. Accordingly, the Company is currently unable to distribute dividends to its shareholders and it will continue to be unable to distribute dividends until the deficit on its profit and loss account reserve has been eliminated and it has accumulated sufficient distributable profits to finance any dividend distribution. If approved by shareholders, and confirmed by the court, the proposed reduction and cancellation, taken together, will: • eliminate the deficit of £36,748,704 recorded in the Company's profit and loss account reserve as at 31 December 2006; and • create a distributable profit reserve of approximately £5,900,000 subject to any direction given by the court in confirming the proposed reduction and cancellation, and subject to the Company satisfying the terms of any undertaking given by the Company to the court in connection with the proposed reduction and cancellation. In the opinion of the board, the elimination of the deficit on the Company's profit and loss account reserve, and the subsequent creation of distributable reserves which the board anticipates will be achieved by the proposed reduction and cancellation in due course, will be of benefit to the Company and will be in the best interests of its shareholders as a whole. Confirmation by the court If the proposal is approved by shareholders at the annual general meeting, the Company will then seek confirmation of the proposed reduction and cancellation by the High Court of Justice, subject to an undertaking that it will treat the profit reserve, which will arise as a result of the proposed reduction and cancellation, as non-distributable until certain conditions have been met. These are that prior to confirming the proposed reduction and cancellation the court will need to be satisfied that the interests of the Company's creditors will not be prejudiced by the proposed reduction and cancellation. No guarantee can be given that the court will confirm the proposed reduction and cancellation or that the Company will be able subsequently to satisfy the conditions attached to any undertaking which would permit the profit reserve arising to be treated as realised profit and to be transferred to the distributable reserve account of the Company. Annual general meeting The Company's annual report and accounts for the year ended 31 December 2006 will contain a notice to convene the annual general meeting of the Company to be held on 6 June 2007. The annual general meeting will consider both ordinary business as well as the special business of considering and, if thought fit, passing a special resolution to i) reduce the share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares and ii) cancel the share premium account of the Company. Further details of the proposal are contained in the Report of the Directors and in the Explanatory Statement which is included with the Company's annual report and accounts for the year ended 31 December 2006. -ENDS- For more information please contact: Advanced Medical Solutions Group plc +44 (0) 01606 545508 Don Evans (Chief Executive Officer) Mary Tavener (Group Finance Director) www.admedsol.com Buchanan Communications +44 (0) 020 7466 5000 Mark Court/Mary-Jane Johnson Notes for Editors: Advanced Medical Solutions is a UK based company developing and providing leading edge technology to the $15 billion global woundcare market. Founded in 1991 and quoted on AIM, the Company is focused on the design, development, manufacture and sale of advanced woundcare dressings and products for closing wounds and sealing tissue. AMS provides a full range of advanced woundcare products for sale in hospital, nursing home and community care markets. The main indications are for chronic wounds such as ulcers and pressure sores. These products pioneer the concept of moist wound healing to allow wounds to heal faster and with less pain and scarring if they remain moist. They protect the wound, deal with tissue fluids and provide an optimal environment for healing to occur. AMS' resources ensure a unique position as a vertically integrated 'one stop shop' to provide all categories of moist wound healing products. The Company has the capability to move a product from design and development through to production and delivery ready for distribution into customer markets. The acquisition of MedLogic in 2002 has brought AMS products based upon cyanoacrylate adhesive technology which allow the closure of wounds following trauma or surgical incisions, or seal skin to protect against breakdown or wound infection. These products address the emerging tissue adhesives and sealants segment of the wound closure market. AMS' technology and products currently serve the majority of the key global markets and strategic partners. This information is provided by RNS The company news service from the London Stock Exchange
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