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
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