Proposed 16 for 31 Rights Issue to Raise £7m
Advanced Medical Solutions Group PLC
17 November 1999
ADVANCED MEDICAL SOLUTIONS GROUP PLC.,
Proposed 16 for 31 Rights Issue to Raise £7 million
Winsford, 17 November 1999, Advanced Medical Solutions Group plc., (AMS),
announces a Proposed Rights Issue,
16 for 31 Rights Issue at 22p per share to raise £7 million underwritten by
Greig Middleton. The proceeds will:
* Provide resources for the forthcoming launch of the Novartis SavlonR
ActivHealTM product range into the consumer market;
* Fund further investment in research and development in the fields of
aqueous polymers, tissue engineering, device coatings and drug delivery; and
* Allow the continuing transition from a research-based organisation to one
with greater emphasis on manufacturing, sales development and profitability.
The Rights Issue will be subject to the passing of the necessary resolutions
by shareholders at an Extraordinary General Meeting to take place on 10
December 1999, notice of which is contained in a circular being posted to
shareholders today. More details follow.
Review
Roy Smith, Chief Executive Officer of AMS said:
'We are delighted with this vote of confidence from our Shareholders. We will
continue to invest to capitalise on the potential of our products in the
Consumer Woundcare market to justify their support.'
'The recent agreement with Novartis Consumer Healthcare UK to market and
distribute the ActivHealTM range of products as SavlonR ActivHealTM in the UK
and the Republic of Ireland confirms our confidence in our product range. We
look forward to expanding this agreement to cover additional European
markets.'
'We recognise that our investment in marketing and promotion is better served
through relationships with strong marketing partners such as Novartis and
negotiations are at an advanced stage for marketing and distribution
agreements for our skin care product range with leading companies in the US.'
Godfrey Axten, Chief Executive of Novartis Consumer Healthcare UK added, 'The
ActivHealTM range of products provides us with an excellent opportunity to
enter a new sector of the first-aid market. We are delighted to add these
products to our existing range and look forward to developing further our
relationship with AMS.'
For further information, please contact:
Advanced Medical Solutions Group plc
Roy Smith, Chief Executive
Mary Tavener, Finance Director Tel: 01606 863500
Gavin Anderson & Company
Philip Ward Tel: 0171 457 2345
Greig Middleton & Co. Ltd.
Robert Clinton
Jonathan Becher Tel: 0171 655 4000
Greig Middleton & Co. Limited, which is regulated by The Securities and
Futures Authority Limited, is acting exclusively for Advanced Medical
Solutions Group plc in connection with the matters described in this document,
Greig Middleton & Co. Limited is not acting for any recipient of this document
and will not be responsible to any such recipient for providing to him the
protections afforded to customers of Greig Middleton & Co. Limited or for
advising any such person on the contents of this document or any transaction
or arrangement referred to in this document.
Part B follows.
ADVANCED MEDICAL SOLUTIONS GROUP PLC.,
Proposed 16 for 31 Rights Issue to Raise £7 million
AMS is today announcing a proposed rights issue to raise £7 million before
expenses, which has been underwritten by Greig Middleton. Further information
on the Rights Issue, which has been extracted from the circular which is
expected to be posted to shareholders today, is set out below.
Background
As described in the 1998 Annual Report and Accounts, 1998 marked another year
of significant change for the Group as it continued to make the transition
from a research based company to a fully commercial business. Turnover in the
year ended 31 December 1998 increased to £5.4 million (1997: £3.3 million), a
rise of nearly 65 per cent, and the Group reported a reduced pre-tax loss of
£4.9 million (1997: loss of £5.6 million).
At the same time, the Board continued to review the business strategy of the
Group and, in October 1998, announced a rights issue to raise £10 million
(before expenses) to permit the implementation of a more focused three year
business plan. This plan highlighted the need to put extra resources into the
Consumer Woundcare business and Research and Technology, rather than solely
targeting the business to business Professional Woundcare market. The net
proceeds of that rights issue, to the extent expended to date, have largely
been utilised to fund the continuing trading losses of the Group including the
higher than expected costs of launching the new Consumer Woundcare products
and the costs incurred in improving manufacturing processes as the Consumer
Woundcare business is established.
The success of the Consumer Woundcare strategy is already apparent, and is
described within the Current Trading and Prospects section below.
The Board has concentrated on rationalising the operations in the Group.
During the final quarter of 1998, the decision was taken to relocate the
manufacturing facility in Denver, Colorado, to Winsford, Cheshire. The Group
has successfully completed this programme and it is leading to operational
synergies.
Current Trading and Prospects
The Group is divided into three business units, these being Advanced Woundcare
(comprising Consumer Woundcare and Professional Woundcare), Advanced
Healthcare and Research and Technology.
Advanced Woundcare
Consumer Woundcare
In the October 1998 rights issue document, the Group stated its intention to
start a new business in the consumer woundcare market which would incur
significant start-up investment costs. The additional costs relating to the
required changes in manufacturing processes and the additional sales,
marketing and promotional expenditure necessary to promote the ActivHealTM
and SpyroflexR brands were significant and contributed to the increased loss
described above. The Group achieved the launch of 15 new products within
Consumer Woundcare in the first six months of 1999.
The benefit of this investment can already be seen, with Consumer Woundcare
sales for the first six months of 1999 being £710,000 (324 per cent)ahead of
the same period last year, and, while the investment in launching ActivHealTM
and SpyroflexR has proved to be more costly than anticipated, the demand for
our Consumer Woundcare products continues to increase.
The launch of Consumer Woundcare has resulted in a distribution agreement with
Novartis which was signed in September 1999. Under this agreement, Novartis
will market and distribute our current ActivHealTM range as SavlonTM
ActivHealTM to the consumer market within the UK and Republic of Ireland. The
agreement provides for an initial payment, future royalties and minimum
purchase quantities by Novartis over a five year period.
The Group will focus on agreements similar to that with Novartis, as it
recognises that the investment in marketing and promotion is better served
through relationships with larger organisations such as Novartis. Other
leading pharmaceutical organisations have also shown interest in marketing our
Consumer Woundcare product range in various countries, and more agreements are
expected to be signed in the coming months.
As a result of the strong growth within Consumer Woundcare, the Group is
becoming a more balanced manufacturer of high technology woundcare products.
Professional Woundcare
Professional Woundcare sales of approximately £1.8 million in the first six
months of 1999 have been disappointing, largely as a result of a major
shortfall in sales of foam, primarily MitraflexTM and FlexzanTM, in the very
difficult US market. Excluding these two products, Professional Woundcare
sales in the first six months of 1999 were £213,000 (14 per cent) ahead of
last year. The Board expects an improvement in this business segment during
the second half of 1999.
Advanced Healthcare
The Group has successful commissioned a new pilot dipping plant which is
utilising the Group's proprietary polymer formulation to provide coatings for
the high value, clean room glove market.
The Group has received interest from leading medical glove companies which are
very interested in alternatives to the currently available latex brands, now
identified as having the potential to cause serious skin allergies. The
Board believes that the Group's proprietary polymer formulations could provide
such an alternative.
Research and Technology
In the field of tissue engineering, patent applications have been submitted
during the current year and strong links have been established with academic
institutions in the UK and USA which have quality research capabilities within
this exciting new area of business development. While it is too early to be
specific with regard to the achievements to date, the Board remains confident
that there is significant merit in continuing to invest in this field with a
view to using our core proprietary base for cell culture, cell growth and skin
regeneration.
Outlook
The Board is well aware of the progress required to meet Shareholder
expectations, the focus going forward will be to increase revenue streams, to
improve manufacturing productivity and operating efficiencies and to ensure
that the development of the core technology continues within Professional and
Consumer Woundcare, Advanced Healthcare and Research and Technology.
The Group critically depends for its success on generating sufficient revenues
coupled with a level of manufacturing efficiency which would allow it to
achieve profitability. The Board remains optimistic that this can be
achieved.
Management and Board Changes
The senior executive management team is now in place following the appointment
in July this year of Mary Tavener as Finance Director. Prior to joining the
Group, Mary held positions with BTP plc as group financial controller and
Churchill Tableware Ltd as finance director. To continue the reduction in
operating expense at a senior level, it is intended to reduce the number of
non-executive directors by the end of this year.
Reasons for the Right Issue
The Rights Issue will provide the resources necessary for the Company's
continuing transition from a research-based organisation to one with greater
emphasis on manufacturing, sales development and profitability.
The net proceeds from the Rights Issue will be approximately £6.5 million.
These proceeds will be used to fund the cash requirements of the Group arising
from the continuing trading losses of the business as the Group is transformed
into a fully commercial business, as well as to:
finance sales, marketing and manufacturing investments to exploit
identified growth opportunities within the consumer woundcare market;
continue investment in Research and Technology in order to create new
product development, particularly in the fields of aqueous polymers, tissue
engineering and drug delivery; and
continue the development of Advanced Healthcare in order to maximise the
commercialisation of the Group's core polymer technology in non-woundcare
applications.
Terms and Conditions of the Rights Issue
The Company is proposing to offer up to 31,848,144 New Ordinary Shares, in
aggregate, by way of rights to Qualifying Shareholders at 22 pence per share,
payable in full on acceptance.
The Rights Issue will be made on the basis of:
16 New Ordinary Shares for every 31 Ordinary Shares
held by Qualifying Shareholders on the Record Date and so in proportion for
any number of Ordinary Shares then held. The entitlement of Qualifying
Shareholders to New Ordinary Shares under the Rights Issue will be rounded
down to the nearest whole number of New Ordinary Shares. Fractions of New
Ordinary Shares will not be allotted.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions hereafter declared, made or paid.
The Rights Issue is conditional, inter alia, upon Admission becoming
effective.
Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to the Official List, subject, inter alia, to the
Underwriting Agreement being unconditional. Dealings in the New Ordinary
Shares are expected to commence, nil paid, at 8.00am on 13 December 1999.
The Provisional Allotment Letters will show the number of New Ordinary Shares
allotted to Qualifying Shareholders and contain instructions regarding
acceptance and payment, renunciation, splitting and registration in respect of
the New Ordinary Shares. The Provisional Allotment Letters, which are
temporary documents of title, are expected to be despatched on the day of the
EGM, subject to the passing of the resolution to be considered at the EGM.
The Provisional Allotment Letters are expected to be renounceable until 26
January 2000.
The latest time and date for acceptance and payment in full in respect of the
Rights Issue is expected to be 3.00pm on 6 January 2000.
Further details of the Rights Issue and the procedure for acceptance and
payment are set out in Part II of the circular.
Extraordinary General Meeting
An Extraordinary General Meeting is to be held at the offices of Wragge & Co.,
55 Colmore Row, Birmingham B3 2AS at 12.00 noon on 10 December 1999 at which a
special resolution will be proposed (a) to increase the authorised share
capital of the Company from £8,000,000 to £12,000,000; (b) to give the
Directors the necessary authority pursuant to section 80 of the Act to issue
up to 36,428,228 Ordinary Shares; and (c) to disapply the statutory pre-
emption rights in connection with the Rights Issue and otherwise to an extent
limited to 4,677,696 Ordinary Shares. The authority will, inter alia, permit
the allotment of the New Ordinary Shares.
Share Option Scheme
Holders of options under the Share Option Scheme are not entitled to
participate in the Rights Issue. However, the entitlements of option holders
under the rules of the Share Option Schemes are subject to adjustment as to
the number of shares under option and the option exercise price to reflect the
bonus element of the Rights Issue. In accordance with the rules of the Share
Option Schemes, the adjustment can be effected only upon receipt by the
Directors from the Company's auditors of confirmation in writing that the
adjustment is in their opinion fair and reasonable and are subject to the
approval of the Inland Revenue in the case of the Executive Scheme and the
SAYE Scheme. Option holders will be notified of the adjustments in due
course.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom or who are citizens of countries other than the United
Kingdom is drawn to paragraph 6 of Part II of the circular.
CREST
Following a board resolution passed on 15 October 1996 in accordance with the
CREST Regulations, Ordinary Shareholders have been able to hold shares in the
Company either in the form of share certificates or in electronic form within
CREST.
New Ordinary Shares will be issued in certificated form unless a Shareholder
holds Ordinary Shares in a CREST account, in which case he may elect to hold
his New Ordinary Shares in uncertificated form in his Provisional Allotment
Letter.
Further Information
Further information is set out in the circular to Shareholders being posted
today. Definitions in the circular apply to this announcement.
Directors Undertakings and Recommendations
Roy Smith, Donald Evans, John Berry, Geoffrey Vernon and James Noble, having
entitlements under the Rights Issue in respect of their respective existing
holdings of Ordinary Shares together totalling 117,326 New Ordinary Shares,
representing 0.37 per cent of the New Ordinary Shares, have irrevocably
undertaken to take up their rights in full.
The Directors consider the Rights Issue, the increase in share capital, the
authorisation under section 80 of the Act and the disapplication of pre-
emption rights under section 95 of the Act each to be in the best interests of
the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the resolution to be proposed at the Extraordinary General Meeting,
as they intend to do so in respect of their own beneficial shareholdings of
227,320 Ordinary Shares, representing approximately 0.37 per cent of the
Existing Ordinary Shares.
This news release contains forward-looking statements that reflect the
Company's current expectations regarding future events. Forward-looking
statements involve risks and uncertainties. Actual events could differ
materially from those projected herein and depend on a number of factors
outside the Company's control.
Expected Timetable of Principal Events
Record Date for entitlement to the
Rights Issue 3 December 1999
Latest time and date for receipt of
Forms of Proxy 12.00 noon 8 December 1999
Extraordinary General Meeting 12.00 noon 10 December 1999
Despatch of Provisional
Allotment Letters 10 December 1999
Dealings in the New Ordinary Shares
to commence, nil paid 08.00am on 13 December 1999
Latest time and date for splitting
Provisional Allotment Letters, nil 3.00pm on 4 January 2000
paid
Latest time and date for acceptance
and payment in full 3.00pm on 6 January 2000
Dealings in the New Ordinary Shares
to commence, fully paid 08.00am on 10 January 2000
Latest time and date for splitting
Provisional Allotment Letters,
full paid 3.00pm on 24 January 2000
Latest time and date for
registration of renunciation of
Provisional Allotment Letters, full
paid 3.00pm on 26 January 2000
Definitive certificates for the
New Ordinary Shares despatched and
CREST accounts credited by 2 February 2000