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Offer for The Medical House PLC

24 Sep 2009 07:00

RNS Number : 5767Z

Consort Medical PLC

24 September 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

EMBARGOED UNTIL 7.00A.M.

24 September 2009

RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE BY CONSORT MEDICAL PLC FOR THE MEDICAL HOUSE PLC

Summary

The Boards of Consort Medical and The Medical House are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Consort Medical to acquire the entire issued and to be issued share capital of The Medical House.

Under the terms of the Offer, The Medical House Shareholders will receive 27.5 pence in cash for each The Medical House Share held. The Offer values the entire issued share capital of The Medical House at approximately £16.5 million. A full Loan Notes Alternative will also be made available.

The Offer represents a premium of approximately:

	-	93.0 per cent to the Closing Price of 14.25 pence per The Medical House Share on 11 August 2009, being the last dealing day prior to the announcement by The Medical House that it had received a preliminary approach;
	-	102.8 per cent to the average Closing Price of 13.56 pence per The Medical House Share over the three months prior to and including 11 August 2009, being the last dealing day prior to the announcement by The Medical House that it had received a preliminary approach; and
	-	5.8 per cent to the Closing Price of 26.0 pence per The Medical House Share on 23 September 2009, being the last dealing day prior to the date of this Announcement.
●	Consort Medical has received irrevocable undertakings to accept, or to procure the acceptance of, the Offer from each of The Medical House Directors and their respective connected persons in respect of their entire beneficial interests, amounting to, in aggregate, 21,184,173 The Medical House Shares, representing approximately 35.2 per cent of The Medical House's existing issued share capital. These undertakings continue to be binding in the event of a higher competing offer being made for The Medical House.
●	Consort Medical views the acquisition of The Medical House as an attractive opportunity to enhance Consort Medical's existing position as a leading global supplier of drug delivery device and airway management product technologies.
●	The acquisition of The Medical House is consistent with Consort Medical's stated strategy of expanding into adjacent drug delivery markets where it can leverage the core competencies of its Bespak division in device design, industrialisation and high volume manufacturing to exacting quality standards.
●	The parenteral drug delivery sector is expected to show strong and sustained growth largely driven by the large and increasing proportion of biological drugs in the pipelines of the world's pharmaceutical and biotechnology companies. The Consort Medical Board believes that The Medical House's range of auto-injector devices and needle-free injectors will complement Consort Medical's existing technology platforms and that the combination will give rise to potentially significant commercial, technical and financial synergies.
●	The Consort Medical Board further believes that combining The Medical House with an established and respected design, industrialisation, precision manufacturing and supply chain management partner, such as Consort Medical, will significantly strengthen The Medical House's standing within the pharmaceutical and biotechnology industries.
●	The Consort Medical Board expects the Acquisition to be earnings enhancing in the first full financial year following the Acquisition. The Consort Medical Board has identified potential annual cost saving opportunities totalling not less than £0.5 million.
	Such statements are not intended to be profit forecasts and should not be interpreted to mean that earnings per Consort Medical share will, following the Acquisition, necessarily be greater than those for the preceding financial period.

It is intended that the Offer will be implemented by way of a takeover offer. The Offer Document, containing further information about the Offer, will be posted to The Medical House Shareholders later today.

The Medical House Board's recommendation

The Medical House Board, which has been so advised by Nomura Code, in its capacity as Rule 3 adviser to The Medical House, considers the terms of the Offer to be fair and reasonable. In providing its advice to The Medical House Board, Nomura Code has taken into account the commercial assessments of The Medical House Board.

Accordingly, The Medical House Board unanimously recommends that The Medical House Shareholders accept the Offer.

All of The Medical House Directors have irrevocably undertaken to accept (or procure the acceptance of) the Offer in respect of their entire and their connected persons' entire beneficial holdings of The Medical House Shares amounting to, in aggregate, 21,184,173 The Medical House Shares, representing approximately 35.2 per cent of the existing issued share capital of The Medical House. All of these irrevocable undertakings will continue to be binding if a higher offer is made.

Commenting on the Offer, Jonathan Glenn, Chief Executive of Consort Medical said:

"The combination of The Medical House's expertise in auto-injector technology with Consort Medical's world leading design for manufacture capabilities and expertise in high volume precision manufacturing, will significantly expand our drug delivery offering to our global pharmaceutical customers. The expanding range of recently launched and to be launched biological drugs should ensure strong sustainable growth for this segment of our market."

Ian Townsend, Chairman of The Medical House said:

"The Offer represents a good premium to the share price prior to the announcement of the approach and The Medical House Board is pleased to recommend it to shareholders. Like many small companies, the market has not recognised the full value of The Medical House and this offer provides a more certain investment outcome for shareholders in an uncertain economic environment. We also believe that the technology and staff will benefit from this deal as well as our partners who will undoubtedly benefit from the manufacturing expertise and overall standing within the marketplace of Consort Medical."

Other matters

This summary should be read in conjunction with the full text of this Announcement and the Appendices. The Offer will be subject to the further terms and conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document.

A meeting for analysts and investors will be held today at 9.00 a.m. BST at Investec's offices at 2 Gresham Street, London, EC2V 7QP. A copy of the presentation to be given at the meeting will shortly be available to download from the Consort Medical website: www.consortmedical.com.

Enquiries:

For further information please contact:

Consort Medical	+44 (0)1442 867 920
Jonathan Glenn	www.consortmedical.com
Toby Woolrych

Hawkpoint (Financial adviser to Consort Medical)	+44 (0)20 7665 4500
Paul Baines
Ben Mingay
Jonathan Coddington

Investec (Corporate broker to Consort Medical)	+44 (0)20 7597 5000
Keith Anderson

Brunswick (PR adviser to Consort Medical)	+44 (0)20 7404 5959
Jon Coles
Justine McIlroy

The Medical House	+44 (0)114 261 9011
Ian Townsend	www.themedicalhouse.com
Bryan Bodek

Nomura Code (Nominated adviser and corporate broker to The Medical House)	+ 44 (0)20 7776 1200
Chris Collins
Richard Potts

Buchanan Communications (PR adviser to The Medical House)	+ 44 (0)20 7466 5000
Tim Anderson

Hawkpoint, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Consort Medical and no one else in connection with the Offer and will not be responsible to anyone other than Consort Medical for providing the protections afforded to clients of Hawkpoint nor for providing advice in relation to the Offer or to the matters referred to herein.

Investec, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Consort Medical and no one else in connection with the Offer and will not be responsible to anyone other than Consort Medical for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or to the matters referred to herein.

Nomura Code, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for The Medical House and no one else in connection with the Offer and will not be responsible to anyone other than The Medical House for providing the protections afforded to clients of Nomura Code nor for providing advice in relation to the Offer or to the matters referred to herein.

Further information on the Offer

The availability of the Offer (including the Loan Notes Alternative) to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Such persons should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Unless otherwise determined by Consort Medical, the Offer (including the Loan Notes Alternative) will not be made, directly or indirectly, in or into any jurisdiction (including the United States) where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction (including the United States) where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

This Announcement is not and does not form any part of an offer to sell or an invitation to purchase any securities or the solicitation of any offer to sell in any jurisdiction pursuant to the Offer or otherwise. The Offer will be carried out solely through the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer (including details of how the Offer may be accepted). Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance. The Medical House Shareholders are strongly advised to read carefully the formal documentation in relation to the Offer once it has been despatched.

This Announcement has been prepared for the purposes of complying with the 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 and regulations of any jurisdiction outside of the United Kingdom.

Loan Notes

The Loan Notes which may be issued pursuant to the Loan Notes Alternative have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Loan Notes, or determined if this document is accurate or complete. Any representation to the contrary is a criminal offence. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the Loan Notes have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

Cautionary note regarding forward looking statements

This Announcement, oral statements made regarding the Offer, and other information published by Consort Medical and The Medical House contain statements about Consort Medical and The Medical House that are or may be "forward looking statements". All statements other than statements of current or historical fact included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "would", "could", "may", "anticipates", "estimates", "synergies", "cost savings", "goals", "projects", "strategy", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following:

a)	the expected timetable for completing this transaction, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Consort Medical or The Medical House or the Enlarged Consort Medical Group;
b)	business and management strategies and the expansion and growth of Consort Medical's or The Medical House's or the Enlarged Consort Medical Group's operations and potential synergies resulting from the acquisition; and
c)	the effects of government regulation on Consort Medical's or The Medical House's or the Enlarged Consort Medical Group's business.

These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Consort Medical or The Medical House. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ materially from the actual results, performance or achievements expressed or implied by such forward looking statements. These risks, uncertainties and other factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory and economical environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward looking statements, which speak only as of the date they were made. All subsequent oral or written forward looking statements attributable to Consort Medical or The Medical House or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this Announcement are based on information available to Consort Medical and The Medical House on the date hereof. Investors should not place undue reliance on such forward looking statements, and Consort Medical and The Medical House undertake no obligation to publicly update or revise any forward looking statements.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent or more of any class of "relevant securities" of The Medical House, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of The Medical House, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of The Medical House by Consort Medical or The Medical House, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you or whether or not you are required to disclose a "dealing" under Rule 8, you should consult an independent financial adviser authorised under FSMA or the Panel.

Rule 19.11 disclosure

In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the Consort Medical website: www.consortmedical.com and on The Medical House website: www.themedicalhouse.com.

EMBARGOED UNTIL 7.00A.M.

24 September 2009

RECOMMENDED CASH OFFER OF 27.5 PENCE PER SHARE BY CONSORT MEDICAL PLC FOR THE MEDICAL HOUSE PLC

1. Introduction

2. The Offer

The Offer, which will be subject to the conditions and further terms set out in Appendix I to this Announcement and to the terms and conditions to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

For each The Medical House Share 27.5 pence in cash

The Offer values the entire issued share capital of The Medical House at approximately £16.5 million. A full Loan Notes Alternative will also be made available, as described in paragraph 5 below.

The Offer represents a premium of approximately:

	-	93.0 per cent to the Closing Price of 14.25 pence per The Medical House Share on 11 August 2009, being the last dealing day prior to the announcement by The Medical House that it had received a preliminary approach;
	-	102.8 per cent to the average Closing Price of 13.56 pence per The Medical House Share over the three months prior to and including 11 August 2009, being the last dealing day prior to the announcement by The Medical House that it had received a preliminary approach; and
	-	5.8 per cent to the Closing Price of 26.0 pence per The Medical House Share on 23 September 2009, being the last dealing day prior to the date of this Announcement.

The Medical House Shares will be acquired by Consort Medical fully paid up and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

3. Background to and reasons for the Offer

In Consort Medical's preliminary results announcement for the year ended 30 April 2009, Consort Medical outlined its strategy to build and strengthen its core business through new product innovation, increased market reach and higher value business models. Furthermore, Consort Medical stated its intention to diversify into adjacent markets and technologies which leverage its existing design, manufacturing and assembly capabilities and customer relationships and credibility in inhaled drug delivery and device technologies.

Acquisition Rationale

The Consort Medical Board believes that the market for parenteral drug delivery devices is an important and fast growing adjacent market segment and has the potential for sustained growth as pharmaceutical and biotechnology companies seek differentiated devices with proprietary features as a means to create competitive advantages for their drugs, whether those drugs are proprietary or generic. The Medical House's innovative range of auto-injector devices and needle-free injectors and its global pharmaceutical and biotechnology industry customers make it an attractive acquisition for Consort Medical, in line with its stated strategy.

A large and increasing proportion of the development pipelines of pharmaceutical and biotechnology companies consist of biological drugs which are required to be injected because of molecular size. The development of innovative auto-injector devices and needle-free injectors is being driven by the fact that such devices enable patients themselves, or non trained carers, to administer the drugs. This demand is being driven by a combination of the aversion that many people feel to injecting themselves with manual syringes (which may lead to non-compliance with prescribed treatment regimes), the significant degree of cost and inconvenience involved if healthcare professionals are required to administer injections on a regular basis, and concern about needle-stick injuries and contamination to clinicians, carers and patients when using manual syringes.

Consort Medical views the acquisition of The Medical House as an attractive opportunity to enhance its existing position as a leading global supplier of drug delivery device technologies. The Consort Medical Board believes that The Medical House's range of auto-injector devices and needle-free injectors will complement Consort Medical's existing products, technologies, and customer relationships. Additionally, the combination will give rise to potentially significant commercial, technical and financial synergies as a result of The Medical House's combination with an established and respected design, industrialisation, precision manufacturing and supply chain management partner.

The Medical House's business model is currently primarily based around technology licenses, development contracts and profit sharing arrangements with pharmaceutical and biotechnology industry customers. The Consort Medical Board believes these higher value added income streams will be complementary to its existing business model. In addition, as part of the Enlarged Consort Medical Group, The Medical House has the potential to secure further profits from manufacturing in the future.

Benefits to The Medical House

The Consort Medical Board believes the success of The Medical House's business will be enhanced as part of the Enlarged Consort Medical Group. Consort Medical's reputation, together with its size and strength in its market, should be an advantage in gaining market share and brand awareness for The Medical House's technologies and products. Furthermore, it believes that the product offering of The Medical House will be enhanced by the combination with the capabilities in supply chain management, quality enhancement and regulatory process compliance of Consort Medical's Bespak division.

In the short to medium term, the Consort Medical Board expects The Medical House to be able to offer customers a complete range of services, including supply chain management and manufacturing capabilities, enabling the business to be more competitive in the marketplace. Over the longer term, the benefits of Consort Medical's device design and design for manufacture expertise may lead to the introduction of improved auto-injection and needle-free drug delivery devices to further extend the range of delivery device platforms available to existing and potential pharmaceutical and biotechnology customers.

Benefits to Consort Medical

The Consort Medical Board expects the combination with The Medical House to be earnings enhancing in the first full financial year following the Acquisition.

The Consort Medical Board has identified potential annual cost saving opportunities totalling not less than £0.5 million associated with The Medical House's public listing and duplication of corporate functions.

Such statements are not intended to be profit forecasts and should not be interpreted to mean that earnings per Consort Medical share will, following the Acquisition, necessarily be greater than those for the preceding financial period.

4. The Medical House Board's recommendation

Accordingly, The Medical House Board unanimously recommends that The Medical House Shareholders accept the Offer.

5. Loan Notes Alternative

The Medical House Shareholders (other than those resident in a Restricted Jurisdiction) will be able to elect, as an alternative to all or part of the cash consideration to which they would otherwise be entitled under the Offer, to receive Loan Notes issued by Consort Medical on the following basis:

for each £1 of cash consideration £1 in nominal value of Loan Notes

The Loan Notes will be fully guaranteed by National Westminster Bank plc and will be issued, credited as fully paid, in amounts and integral multiples of £1 in nominal value; all fractional entitlements will be disregarded and not issued.

The Loan Notes will bear interest (from the date of issue to the relevant holder of Loan Notes) payable every six months in arrears (other than the first instalment, which will be payable on 30 May 2010). The rate of interest on the Loan Notes will be the rate per annum of 0.25 per cent below LIBOR.

The Loan Notes will be redeemable at par (together with accrued interest) at the option of the Loan Note Holders, in whole or in part, on the date falling six months following the issue of the Loan Notes and on each subsequent Interest Payment Date thereafter (or, if not a Business Day, on the first Business Day thereafter).

Any Loan Notes not previously so redeemed or purchased or cancelled will be redeemed in full at par on the second anniversary of the date of issue of the Loan Notes together with accrued interest (subject to any requirement to deduct income tax therefrom) up to (but excluding) that date. The Loan Notes will not be (save in certain restricted circumstances) transferable and no application will be made for the Loan Notes to be listed on or dealt on any stock exchange or other trading facility.

The Loan Notes Alternative is conditional on the Offer becoming or being declared wholly unconditional and will remain open for so long as the Offer remains open for acceptance. The Loan Notes Alternative is not being made available to The Medical House Shareholders in the United States or any other Restricted Jurisdiction.

Investec has advised that, based on market conditions as at the close of business on 22 September 2009, in its opinion, the value of the Loan Notes (had they been in issue at that time) would have been not less than 99 pence per £1 in nominal value.

Further details of the Loan Notes are set out in Appendix IV to this Announcement.

6. Irrevocable undertakings to accept the Offer

Consort Medical has received irrevocable undertakings from The Medical House Directors to accept (or procure the acceptance of) the Offer in respect of their entire and their connected persons' entire beneficial holdings of The Medical House Shares amounting to, in aggregate, 21,184,173 The Medical House Shares, representing approximately 35.2 per cent of The Medical House's existing issued share capital.

Ian Townsend, Chairman of The Medical House, has irrevocably undertaken to elect for the Loan Notes Alternative in respect of his entire holding of 20,225,909 The Medical House Shares, representing approximately 33.6 per cent of The Medical House's existing issued share capital.

Further details of the irrevocable undertakings are set out in Appendix III.

7. Inducement Fee Agreement

The Medical House and Consort Medical have entered into the Inducement Fee Agreement in relation to the Offer which governs their relationship during the period until the Offer becomes wholly unconditional or lapses or is withdrawn.

The Inducement Fee Agreement provides that The Medical House shall pay Consort Medical a fee of one per cent of the value of The Medical House's fully diluted issued ordinary share capital at the date of this Announcement calculated on the basis of the price per ordinary share payable by Consort Medical under the terms of the Offer, in the following circumstances:

	(a)	The Medical House Directors: (i) withdraw or adversely modify or qualify their approval or recommendation of the Offer, or approve the announcement of or recommend any Independent Competing Offer; or (ii) agree or resolve to take any of the foregoing actions; or
	(b)	an Independent Competing Offer for The Medical House is announced within the Offer Period and subsequently any Independent Competing Offer made or announced during the Offer Period or 3 months thereafter subsequently becomes or is declared wholly unconditional or is otherwise completed.

Nothing in the Inducement Fee Agreement shall oblige The Medical House to pay any amount to Consort Medical which the Panel determines would not be permitted by Rule 21.2 of the Code.

The Medical House has agreed that it will not directly or indirectly solicit interest in relation to an offer for The Medical House or all or substantially all of the assets and undertakings of The Medical House, including any of its subsidiary undertakings.

The Medical House has also agreed, inter alia, that it will inform Consort Medical promptly of any bona fide proposal or approach from a third party in relation to any Alternative Proposal or if The Medical House provides any information to a third party with a view to that third party investigating or entering into any Alternative Proposal. The Medical House shall notify Consort Medical promptly if The Medical House Board determines that any bona fide approach relating to an Independent Competing Offer constitutes a proposal which it intends to recommend instead of the Offer. In that event, The Medical House Board has agreed to provide Consort Medical with 48 hours in which to reconsider its Offer.

These rights do not restrict The Medical House from entering discussions with, or providing information to, a bona fide third party who has made an unsolicited approach in relation to an Alternative Proposal.

8. Financing arrangements and cash confirmation

The consideration payable under the Offer will be financed from a new bank facility to be provided by The Royal Bank of Scotland plc to Consort Medical. This new facility can be utilised by way of cash drawing or loan note guarantee or a combination of both of these.

As required by the Code, Hawkpoint, as financial adviser to Consort Medical, confirms that it is satisfied that sufficient resources are available to Consort Medical to satisfy in full the consideration payable to The Medical House Shareholders under the terms of the Offer as a result of full acceptance of the Offer.

9. Information on The Medical House

The Medical House (LSE: MLH) specialises in the design, development, licensing and supply of delivery devices for parenteral drugs to global pharmaceutical and biotechnology industry clients. The Medical House is based in Sheffield, UK and its shares were admitted to trading on AIM in 2000.

The Medical House is focused on customising its proprietary, patented technologies to create delivery devices which address particular challenges associated with specific drug formulations, therapies and patient populations. The Medical House's technology portfolio incorporates disposable auto-injector systems and reusable needle-free jet injectors.

The Medical House's drug delivery devices are primarily designed to enable patients to inject themselves without a need for specific clinical expertise, whilst also addressing patients' aversion to needles. The Medical House's devices are also designed to eliminate the risk of accidental injury arising from exposure to used needles. Demand for The Medical House's devices has been driven primarily by pharmaceutical companies seeking means to create competitive advantages for their products.

For the six months ended 30 June 2009, The Medical House generated sales of £1.9 million (2008: £1.4 million) and operating profit before exceptional items of £0.6 million (2008: £0.4 million). For the year ended 31 December 2008, The Medical House generated sales of £2.9 million (2007: £1.8 million) and operating profit before exceptional items of £0.8 million (2007: £0.2 million).

10. Information on Consort Medical

Consort Medical (LSE: CSRT) is a healthcare company focused on medical device technologies for drug delivery and hospital products for the management of patient airways. It is focused primarily on developing and manufacturing devices for drug delivery and anaesthesia through its two operating divisions: Bespak and King Systems.

For the year ended 30 April 2009 Consort Medical generated sales of £129.9 million (2008: £133.0 million) and operating profit before special items of £18.9 million (2008: £19.1 million).

11. Compulsory acquisition, cancellation of AIM listing and re-registration

If Consort Medical receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent or more of The Medical House Shares to which the Offer relates and assuming all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Consort Medical intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining The Medical House Shares on the same terms as the Offer.

Assuming the Offer becomes or is declared wholly unconditional and subject to any applicable requirements of the UKLA and AIM, Consort Medical intends to procure the cancellation of the admission to trading on AIM of The Medical House Shares. If this cancellation occurs, it will significantly reduce the liquidity and marketability of any The Medical House Shares not acquired pursuant to the Offer. It is anticipated that the cancellation of admission to trading will take effect no earlier than the expiry of 20 Business Days after either:

	(a)	the date on which Consort Medical has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent of the voting rights of The Medical House; or
	(b)	the first date of issue of compulsory acquisition notices under the relevant provisions of the Companies Act.

It is also proposed that following the Offer becoming or being declared wholly unconditional and after the cancellation of admission to trading of The Medical House Shares on AIM, The Medical House will be re-registered as a private company under the relevant provisions of the Companies Act.

12. Management and employees and fixed assets

Consort Medical confirms that, following the Offer becoming or being declared wholly unconditional, the existing contractual and statutory employment rights, including pension rights, of all management and employees of The Medical House Group will be fully safeguarded, other than in respect of Ian Townsend who has agreed to resign as an employee of The Medical House once the Offer has been declared wholly unconditional.

Pursuant to pre-existing contractual arrangements, David Urquhart, the Managing Director of The Medical House, will be entitled to a one off and specific bonus following completion of the Offer. Ian Townsend, the Executive Chairman, has entered into a consultancy agreement with a subsidiary of Consort Medical for a fixed period of two years, conditional upon the Offer being declared wholly unconditional. Further details of these arrangements will be set out in the Offer Document. Nomura Code, in its capacity as Rule 3 adviser to The Medical House has reviewed the terms of these arrangements and considers these to be fair and reasonable.

Consort Medical has indicated that it does not currently intend to change the location of either its or The Medical House Group's place of business or redeploy its fixed assets, although it will be carrying out a strategic review of the current business operations of The Medical House Group after the Offer has become or been declared wholly unconditional.

13. The Medical House Share Schemes

The Offer will be extended to any The Medical House Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or, subject to the Code, by such earlier date as Consort Medical may decide), including any The Medical House Shares unconditionally allotted or issued pursuant to the exercise of options or vesting of awards granted under The Medical House Share Schemes.

If the Offer becomes or is declared wholly unconditional, to the extent options remain unexercised or have not lapsed, Consort Medical will make appropriate proposals to the participants in The Medical House Share Schemes in due course.

14. Disclosure of interests in The Medical House

Except as disclosed in this paragraph or save for the irrevocable undertakings referred to in paragraph 6 above, as at 23 September 2009 (the latest practicable date prior to the publication of this announcement), Consort Medical, nor any of the directors of Consort Medical, nor their close relatives and related trusts, nor, so far as Consort Medical are aware, any person acting in concert with Consort Medical for the purposes of the Offer has any interest in, right to subscribe for, or has borrowed or lent any The Medical House Shares or securities convertible or exchangeable into The Medical House Shares ("The Medical House Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to The Medical House Securities, nor does any such person have any arrangement in relation to a The Medical House Security. For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to The Medical House Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy before the Announcement, Consort Medical has not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Offer. Enquiries of such parties will be made as soon as is practicable following the date of the Announcement and any material disclosure in respect of such parties will be included in the Offer Document.

15. Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. 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 of that jurisdiction. If you are in any doubt about your position or the action you should take, you should consult an appropriate financial adviser.

16. General

It is intended that the Offer will be implemented by way of a takeover offer. The Offer Document and Form of Acceptance setting out the full terms and conditions of the Offer will be posted to The Medical House Shareholders (other than to those in any Restricted Jurisdiction) and, for information purposes, to participants in The Medical House Share Schemes, later today.

In deciding whether or not to accept the Offer in respect of their The Medical House Shares, The Medical House Shareholders should rely on the information contained in, and the procedures described in, the Offer Document and, if relevant, the Form of Acceptance.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Conditions and further terms of the Offer are set out in Appendix I to this Announcement.

Appendix II contains the bases and sources and other information used in this Announcement.

Appendix III contains the terms relating to the irrevocable undertakings entered into by The Medical House Directors.

Appendix IV contains a summary of the terms relating to the Loan Notes.

Appendix V contains the definitions of terms used in this Announcement.

Enquiries:

For further information please contact:

Consort Medical	+44 (0)1442 867 920
Jonathan Glenn	www.consortmedical.com
Toby Woolrych

Hawkpoint (Financial adviser to Consort Medical)	+44 (0)20 7665 4500
Paul Baines
Ben Mingay
Jonathan Coddington

Investec (Corporate broker to Consort Medical)	+44 (0)20 7597 5000
Keith Anderson

Brunswick (PR adviser to Consort Medical)	+44 (0)20 7404 5959
Jon Coles
Justine McIlroy

The Medical House	+44 (0)114 261 9011
Ian Townsend	www.themedicalhouse.com
Bryan Bodek

Nomura Code (Nominated adviser and corporate broker to The Medical House)	+ 44 (0)20 7776 1200
Chris Collins
Richard Potts

Buchanan Communications (PR adviser to The Medical House)	+ 44 (0)20 7466 5000
Tim Anderson

Further information on the Offer

Loan Notes

Cautionary note regarding forward looking statements

a)	the expected timetable for completing this transaction, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Consort Medical or The Medical House or the Enlarged Consort Medical Group;
b)	business and management strategies and the expansion and growth of Consort Medical's or The Medical House's or the Enlarged Consort Medical Group's operations and potential synergies resulting from the acquisition; and
c)	the effects of government regulation on Consort Medical's or The Medical House's or the Enlarged Consort Medical Group's business.

Dealing disclosure requirements

Rule 19.11 disclosure

APPENDIX I

Part A

CONDITIONS AND FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer will be subject to the following conditions (the "Conditions"):

(a)	valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Consort Medical may, subject to the rules of the Code, decide) in respect of not less than 90 per cent (or such lesser percentage as Consort Medical may decide) in nominal value of The Medical House Shares to which the Offer relates and not less than 90 per cent (or such lesser percentage as Consort Medical may decide) of the voting rights carried by The Medical House Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless Consort Medical and/or its wholly-owned subsidiaries have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, The Medical House Shares carrying, in aggregate, over 50 per cent of the voting rights then normally exercisable at general meetings of The Medical House on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for the purpose of this condition (i) the expression "The Medical House Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 of the Companies Act (the "Regulations"); and (ii) for the purposes of the proviso to this condition (a), The Medical House Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue;
(b)	no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened in writing any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or reasonably might:
	(i)	restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any The Medical House Shares by Consort Medical or any matters arising therefrom;
	(ii)	result in a delay in the ability of Consort Medical, or render Consort Medical unable, to acquire some or all of The Medical House Shares;
	(iii)	require, prevent, delay or affect the divestiture by Consort Medical or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent or more of the voting capital is held by the Consort Medical Group or any partnership, joint venture, firm or company in which any of them may be interested) (together the "wider Consort Medical Group") or The Medical House or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent or more of the voting capital is held by The Medical House Group or any partnership, joint venture, firm or company in which any of them may be interested) (together the "wider Medical House Group") of all or any material portion of their businesses, assets or property or of any The Medical House Shares or other securities in The Medical House or impose any limitation on the ability of the wider Medical House Group to conduct its businesses or own its assets or properties or any part thereof;
	(iv)	impose any significant limitation on the ability of any member of the wider Consort Medical Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of The Medical House Shares (whether acquired pursuant to the Offer or otherwise);
	(v)	require any member of the wider Consort Medical Group or the wider Medical House Group to offer to acquire any shares or other securities or rights thereover in any member of the wider Medical House Group owned by any third party;
	(vi)	make the Offer or its implementation or the proposed acquisition of The Medical House illegal, void or unenforceable in or under the laws of any jurisdiction;
	(vii)	impose any significant limitation on the ability of any member of the wider Medical House Group to co-ordinate its business, or any part of it, with the business of any other member of the wider Consort Medical Group or the wider Medical House Group; or
	(viii)	otherwise materially adversely affect any or all of the businesses, prospects or profits of any member of the wider Consort Medical Group or the wider Medical House Group.
(c)	save as fairly disclosed to Consort Medical prior to the date of the announcement of the Offer, there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the wider Medical House Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Offer or the acquisition of The Medical House or because of a change in the control or management of The Medical House or any member of The Medical House Group reasonably could have the result that:
	(i)	any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the wider Medical House Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement except to the extent provided for in the Annual Report;
	(ii)	any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the wider Medical House Group (whenever arising) becomes enforceable;
	(iii)	any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the wider Medical House Group therein, is terminated or materially adversely modified or affected or any material action is taken or onerous obligation arises thereunder; or
	(iv)	the value of any member of the wider Medical House Group or its financial or trading position is materially prejudiced or adversely affected except to the extent provided for in the Annual Report.
(d)	since 31 December 2008 (being the date to which the latest published audited report and accounts of The Medical House were made up) save as announced publicly and in each case delivered to a Regulatory Information Service prior to the date upon which the Offer was announced or save as fairly disclosed to Consort Medical prior to the date upon which the Offer was announced, no member of The Medical House Group having:
	(i)	issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital;
	(ii)	sold or transferred or agreed to sell or transfer any Treasury Shares;
	(iii)	recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to The Medical House or wholly-owned subsidiaries of The Medical House;
	(iv)	authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of material assets or shares or any change in its share or loan capital;
	(v)	issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability in each case to a material extent;
	(vi)	disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so;
	(vii)	entered into, or varied the terms of, any contract or agreement with any of the directors of The Medical House;
	(viii)	taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; or
	(ix)	waived or compromised any claim other than in the ordinary course of business;
	(x)	been unable or admitted that it is 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.
(e)	since 31 December 2008 (being the date to which the latest published audited report and accounts of The Medical House were made up) save as announced publicly and in each case delivered to a Regulatory Information Service prior to the date upon which the Offer was announced or save as fairly disclosed to Consort Medical prior to the date upon which the Offer was announced:
	(i)	no material litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or remained outstanding by or against any member of the wider Medical House Group or to which any member of the wider Medical House Group is or may become a party (whether as plaintiff, defendant or otherwise); or
	(ii)	no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the wider Medical House Group.

(f)	Consort Medical not having discovered that any member of the wider Medical House Group is subject to any material liability, actual or contingent, which is not disclosed or provided for in the Annual Report.
(g)	Consort Medical not having discovered that:
	(i)	there is or is likely to be any material liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any present member of the wider Medical House Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise; or
	(ii)	circumstances exist whereby a person or class of persons might have any material claim or claims against a present member of the wider Medical House Group in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the wider Medical House Group.

Consort Medical reserves the right to waive all or any of conditions (b) to (g) (inclusive) above, in whole or in part. Conditions (b) to (g) (inclusive) must be satisfied as at, or waived on or before, 21 days after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each case such later date as the Panel may agree) provided that Consort Medical shall be under no obligation to waive or treat as satisfied any of conditions (b) to (g) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer 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.

If Consort Medical is required by the Panel to make an offer for The Medical House Shares under the provisions of Rule 9 of the Code, Consort Medical may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

2. Satisfaction or waiver of Conditions

Except with the consent of the Panel, the Offer will lapse unless Conditions (b) to (g) (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Consort Medical in its opinion to be or to remain satisfied by midnight on whichever is the later of the date which is 21 days after the first closing date and the date on which Condition (a) is satisfied.

If the Offer lapses, the Offer will cease to be capable of further acceptance and Consort Medical and holders of The Medical House Shares shall thereupon cease to be bound by prior acceptances. Consort Medical shall be under no obligation to waive or treat as fulfilled or satisfied any of Conditions (b) to (g) (inclusive) by a date earlier than the latest date specified above for the fulfilment or satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment or satisfaction.

The Offer will be on the terms and will be subject, inter alia, to the Conditions which are set out in this Appendix I to this Announcement and such further terms as may be required to comply with the AIM Rules, the Listing Rules of the UK Listing Authority and the provisions of the Code.

Consort Medical reserves the right to elect to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

Part B

FURTHER TERMS OF THE OFFER

1. Certain Further Terms of the Offer

		(a)	The Offer will be made on the terms and will be subject to the conditions which are set out in this Appendix I, those terms which will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code. The Offer and any acceptance of the Offer will be governed by English law and be subject to the jurisdiction of the English courts. This Announcement does not constitute, or form part of, any offer for or any solicitation of an offer for securities in any jurisdiction.
		(b)	Consort Medical reserves the right to elect, with the consent of the Panel, to implement the acquisition of The Medical House by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.
		(c)	The Medical House Shares will be acquired by Consort Medical fully paid up and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date hereof.

2. Overseas Shareholders

(a)

The making of the Offer (including the Loan Notes Alternative) in, or to certain persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or to nominees of, or custodians, trustees or guardians for such persons ("Overseas Shareholders") may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to accept the Offer (whether or not he also elects for the Loan Notes Alternative) to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities. Any such Overseas Shareholder will be responsible for the payment of any issue, transfer or other taxes or duties due in that jurisdiction of whomsoever payable and Consort Medical and Hawkpoint and any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes as such person may be required to pay. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

APPENDIX II

BASES AND SOURCES AND OTHER INFORMATION

1.	The value placed by the Offer on the existing issued share capital, and other statements made by reference to the existing share capital, of The Medical House (approximately £16.5 million) is based on 60,118,869 The Medical House Shares in issue on 23 September 2009, the last Business Day prior to this Announcement. In accordance with Rule 2.10 of the Code, The Medical House confirms that there are 60,118,869 The Medical House Shares in issue, the ISIN number for which is GB0009246835.
2.	Unless otherwise stated:
		a)	financial information and other information relating to The Medical House in this Announcement has been extracted, derived or provided (without material adjustment) from The Medical House's annual report and accounts for the year ended 31 December 2008 and the interim results announcement for the six months ended 30 June 2009; and
		b)	financial information and other information relating to Consort Medical in this Announcement has been extracted, derived or provided (without material adjustment) from Consort Medical's annual report and accounts for the year ended 30 April 2009.
3.	All prices for The Medical House Shares are stated at the Closing Price.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Consort Medical has received irrevocable undertakings from The Medical House Directors dated 23 September 2009 to accept the Offer in respect of their entire respective holdings and, in the case of Ian Townsend, to procure the acceptance of the Offer from connected persons in respect of their respective holdings amounting to an aggregate of 21,184,173 The Medical House Shares, representing approximately 35.2 per cent of The Medical House's existing issued share capital. The Medical House Directors who have given these irrevocable undertakings are as follows:

	Number of The Medical House Shares	% of issued share capital
Ian Townsend	20,847,878*	34.7
Bryan Bodek	127,777	0.2
David Urquhart	26,000	0.0
John Pool	15,300	0.0
Margaret Scott	167,218	0.3
Total	21,184,173	35.2

*consisting of 20,225,909 held by Ian Townsend; 78,207 held by his daughter, Georgina Townsend; 514,500 held by his son, James Townsend; and 29,262 held by his father, Gordon Townsend.

In addition, each The Medical House Director undertakes, inter alia, to recommend the Offer, not to convene any general meeting of The Medical House nor to enter into or permit the entry into of any agreement or arrangement or incur any obligation or permit any obligation to arise which would or might restrict or impede the acceptance of the Offer by any person.

The undertakings shall lapse if the Offer Document and appropriate Form(s) of Acceptances are not posted within 28 days of the date of this Announcement. The obligations in the undertakings continue to apply even if a third party announces an offer to acquire the entire issued and to be issued share capital of The Medical House.

Ian Townsend has irrevocably undertaken to elect for the Loan Notes Alternative in respect of his entire shareholding.

APPENDIX IV

Summary of the terms of loan notes

The Loan Notes will be created by a resolution of the Board of Consort Medical or a duly authorised committee thereof and will be constituted by an instrument (the "Loan Note Instrument") to be executed by Consort Medical. The Loan Note Instrument will contain provisions, inter alia, to the effect set out below.

1. Form and Status

The Loan Notes will be evidenced by certificates and will be issued by Consort Medical in registered form and in amounts and integral multiples of £1 and will constitute unsecured (but guaranteed) obligations of Consort Medical. Fractional entitlements will be disregarded and not paid. The Loan Note Instrument will not contain any restrictions on borrowings, disposals or charging of assets by Consort Medical or any member of Consort Medical Group.

2. Interest

		(a)	Interest on the outstanding principal amount of the Loan Notes will be calculated on the basis of a 365 day year (or, in the case of a leap year, a 366 day year) and will be payable (subject to any requirement to deduct income tax therefrom) semi-annually in arrears on 30 November and 30 May or, if any such day is not a Business Day, on the next Business Day immediately following such day ("Interest Payment Dates") in each year in respect of the Interest Periods (as defined below) ending on (and including) the Interest Payment Date at the rate specified in paragraph 2(b) below, except that the first payment of interest on the Loan Notes, which will be made on 30 May 2010, will be in respect of the period from (and including) the date of issue of the relevant Loan Notes up to (and including) 30 May 2010. The period from and including the date of issue of the relevant Loan Notes up to (and including) 30 May 2010 and each subsequent period from (and excluding) an Interest Payment Date and up to (and including) the next following Interest Payment Date is herein called an "Interest Period".
		(b)	The rate of interest on the Loan Notes for each Interest Period will be the rate per annum of 0.25 per cent below LIBOR.

3. Redemption of Loan Notes

		(a)	A Noteholder shall be entitled to require Consort Medical to redeem the whole (whatever the amount) or any part (being £1,000 in nominal amount or any integral multiple thereof) of his holding of Loan Notes at par, together with accrued interest (subject to any requirement to deduct income tax therefrom) up to (but excluding) the date of payment, on the date falling six months following the date of the issue of the Loan Notes and thereafter on any Interest Payment Date by giving not less than 30 days' notice in writing (in the form endorsed on the Loan Note certificate) expiring on or before such Interest Payment Date accompanied by the certificate(s) for all the Loan Notes to be redeemed, provided that no such notice may be given in respect of any Loan Notes in respect of which notice of redemption has previously been given by Consort Medical in accordance with paragraph 3(b) below.
		(b)	If, at any time, the nominal amount of all of the Loan Notes outstanding is from time to time less than 25 per cent of the aggregate principal amount of the Loan Notes issued in connection with the Offer, Consort Medical shall have the right on giving to the remaining Noteholders not less than 30 days' notice in writing, to redeem all (but not some only) of the outstanding Loan Notes by payment of the nominal amount thereof together with accrued interest (subject to any requirement to deduct income tax therefrom) up to (but excluding) the date of payment.
		(c)	Any Loan Notes not previously so redeemed or purchased or cancelled will be redeemed in full at par on the second anniversary of the date of issue of the Loan Notes together with accrued interest (subject to any requirement to deduct income tax therefrom) up to (but excluding) that date.

4. Events of Default

Each Noteholder shall be entitled to require all or any part (being £1,000 in nominal amount or any integral multiple thereof) of the Loan Notes held by him to be repaid at par together with accrued interest (subject to any requirement to deduct any income tax therefrom) whilst any of the following is continuing:

		(a)	any principal or interest on any of the Loan Notes held by that Noteholder shall fail to be paid in full within 30 days after the due date for payment thereof;
		(b)	an order is made or an effective resolution is passed for the winding-up or dissolution of Consort Medical (other than for the purposes of a reconstruction or an amalgamation or a members' voluntary winding-up); or
		(c)	an encumbrancer takes possession or a trustee, receiver or an administrator, administrative receiver or similar officer is appointed over all or substantially all of the undertaking of Consort Medical and such person has not been paid out or discharged within 30 days.

5. Purchase of Loan Notes

Consort Medical will be entitled at any time following the date falling on the sixth month following the issue of the Loan Notes, by agreement with the relevant Noteholder(s), to purchase Loan Notes at any price by tender, private treaty or otherwise.

6. Cancellation of Loan Notes

Any Loan Notes redeemed or purchased shall be cancelled and Consort Medical shall not be at liberty to re-issue the same.

7. Substitution and Exchange

The Loan Notes will contain provisions entitling Consort Medical, without the consent of the Noteholders, to substitute any member or members of Consort Medical Group as the principal debtor or debtors under the Loan Note Instrument in respect of all or any part of the Loan Notes or to require all, or any, of the Noteholders to exchange all or any part of the Loan Notes for loan notes issued on the same terms mutatis mutandis by one or more members of the Consort Medical Group.

8. Guarantee

The Loan Notes will be guaranteed as to principal and interest by National Westminster Bank plc.

9. Registration and transfer

The Loan Notes will be registered in amounts and multiples of £1. The Loan Notes will not be transferable except to members of the Noteholder's family (including the Noteholder's spouse, children and stepchildren) and their descendants or to any trustee on trust for the Noteholder or any of those family members or on death or bankruptcy of the Noteholder or with the prior written consent of Consort Medical and in each case subject to and in accordance with the provisions of the Loan Note Instrument and in amounts of £1,000 or integral multiples thereof.

10. Prescription

Amounts in respect of interest on any Loan Notes which remain unclaimed by the Noteholder for a period of ten years and amounts due in respect of principal which remain unclaimed for a period of 12 years, in each case from the date on which the relevant payment first becomes due, shall revert to Consort Medical and the Noteholder shall cease to be entitled thereto.

11. Modification

The provisions of the Loan Note Instrument and the rights of Noteholders will be subject to modification, abrogation or compromise in any respect with the sanction of an extraordinary resolution signed by the holders of not less than 75 per cent of the outstanding Loan Notes or passed by a majority of not less than 75 per cent of the votes cast at a duly convened meeting of Loan Noteholders and with the consent of Consort Medical. Consort Medical may amend the provisions of the Loan Note Instrument without such sanction or consent if, in the opinion of the financial adviser to Consort Medical, such amendment would not be materially prejudicial to the interests of Noteholders or is of a formal, minor or technical nature or corrects a manifest error. Any opinion of the relevant financial adviser in this regard shall be arrived at in its absolute discretion and no liability shall attach to it in respect thereof.

12. No listing

No application has been made, or will be made, for the Loan Notes to be listed or dealt in on any stock exchange.

13. Governing law

The Loan Notes and the Loan Note Instrument will be governed by and construed in accordance with English law.

14. Taxation

The Loan Notes represent a normal commercial loan and will be expressed in sterling and not contain any provision for conversion into, or redemption in, a currency other than sterling to ensure (under current legislation and HM Revenue & Customs Practice) that the Loan Notes constitute qualifying corporate bonds for individual holders and other holders who are not liable to U.K. corporation taxation.

15. Foreign Noteholders

The Loan Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, nor under any of the relevant securities laws of any province or territory of Canada, Australia or Japan. Accordingly, unless an exemption under such Act or laws is applicable, the Loan Notes may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or to or for the account or benefit of any North American person or resident of Australia or Japan. A permitted transfer of Loan Notes will not be registered until the transferee has confirmed to Consort Medical that he is not, inter alia, resident in the United States, Canada, Australia or Japan and is not acquiring or holding Loan Notes for the account or benefit of a person so resident. In addition, prior to such date, payments of interest and principal on, and documents of title in respect of, the Loan Notes will not be made or sent to addresses in the United States, Canada, Australia or Japan.

APPENDIX V

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires.

"acceptance condition"	means the condition as to acceptances set out in paragraph 1(a) of Part A of Appendix I;
"Acquisition"	the proposed acquisition of the entire issued and to be issued share capital of The Medical House by Consort Medical to be implemented by way of a Takeover Offer on the terms and subject to the Conditions set out in this Announcement and any subsequent revision, variation, extension or renewal thereof (such agreed terms and Conditions also being set out in the Offer Document);
"AIM"	the AIM market operated by the London Stock Exchange;
"AIM Rules"	the rules for AIM listed companies issued by the London Stock Exchange;
"Alternative Proposal"	an offer from any person other than Consort Medical for The Medical House for all or substantially all of the assets of The Medical House, including any of its subsidiary undertakings;
"Announcement""	this press release announcing the recommended cash offer by Consort Medical for The Medical House dated 24 September 2009;
"Annual Report"	the annual report and accounts of The Medical House for the year ended 31 December 2008;
"Appendix"	an appendix to this Announcement;
"Australia"	the Commonwealth of Australia, its territories and possessions;
"Board"	the board of directors of Consort Medical or The Medical House as the context requires;
"Business Day"	a day (other than Saturday or Sunday) on which banks are generally open for business in the City of London;
"Canada"	Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division of such territories and areas;
"Code"	the City Code on Takeovers and Mergers;
"Closing Price"	the middle market price of a The Medical House Share at the close of business on the day to which such price relates, derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for that day;
"Companies Act"	the Companies Act 2006;
"Conditions"	the conditions to the Offer, as set out in Appendix I of this Announcement and to be set out in the Offer Document;
"connected persons"	has the meaning given to that term in sections 252-255 of the Companies Act;
"Consort Medical"	Consort Medical plc, a company incorporated in England and Wales with registered number 00406711;
"Consort Medical Board" or "Consort Medical Directors"	the directors of Consort Medical;
"Consort Medical Group"	Consort Medical and its subsidiary undertakings;
"dealing day"	a day on which shares may be traded on AIM;

"Enlarged Consort Medical Group"	the Consort Medical Group (including The Medical House Group) after the date on which the Offer becomes wholly unconditional;
"extension of the Offer"	shall include an extension of the date by which the acceptance condition has to be fulfilled;
"Form of Acceptance"	the form of acceptance, election and authority for use in connection with the Offer, as set out in the Offer Document;
"FSA" or "Financial Services Authority"	the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA;
"FSMA"	the Financial Services and Markets Act 2000;
"Hawkpoint"	Hawkpoint Partners Limited, the financial adviser to Consort Medical;
"Independent Competing Offer"	an offer, tender offer, scheme of arrangement, recapitalisation, merger or business combination or other transaction (whether or not subject to any preconditions) which is to be made (pursuant to Rule 2.4 or 2.5 of the Code) or entered into by a party which is not an associate (as defined in the Code) of Consort Medical and the purpose or effect of which is to enable that third party (and/or its concert parties) to acquire 30 per cent or more of The Medical House Shares or substantially all of the assets and undertakings of The Medical House;
"Inducement Fee"	a fee equal to one per cent of the value of The Medical House's fully diluted issued ordinary share capital as at the date of this Announcement calculated on the basis of the price per ordinary share payable by Consort Medical under the terms of the Offer (as modified from time to time) together with any VAT payable in respect of the fee which is recoverable;
"Inducement Fee Agreement"	the agreement entered into by Consort Medical and The Medical House on 4 September 2009 which contains the terms of an inducement fee arrangement in relation to the Offer, as described in more detail in paragraph 7 of this Announcement;
"Interest Payment Dates"	has the meaning given to it in paragraph 2(a) of Appendix IV;
"Interest Period"	has the meaning given to it in paragraph 2(a) of Appendix IV;
"Investec"	Investec Investment Banking, a division of Investec Bank PLC, the corporate broker to Consort Medical;

"Japan"	Japan, its cities, prefectures, territories and possessions;
"LIBOR"	the rate per annum for the six months corresponding to the relevant Interest Period quoted at or about 11.00 a.m. (London time) on the first day of the applicable Interest Period that appears on that page of the Telerate Screen (currently designated as page 3750) which displays British Bankers Association Interest Settlement Rates for deposits of such amount as Consort Medical shall determine having regard to the aggregate principal amount of the Loan Notes then in issue in pounds for such period or if no such page appears on the relevant page referred to above or such service is discontinued, the rate per annum (rounded upwards to the nearest four decimal places) at which deposits in sterling for a period of six months are quoted by any leading bank in the London Interbank Market chosen by Consort Medical at or about 11.00 a.m. on the first day of each interest period;
"Listing Rules"	the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the FSMA, and contained in the UK Listing Authority's publication of the same name;
"Loan Notes"	the unsecured guaranteed loan notes of Consort Medical to be issued pursuant to the Loan Note Instrument, particulars of which are set out in Appendix IV;
"Loan Notes Alternative"	the alternative under which The Medical House Shareholders validly accepting the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the offer;
"Loan Note Holder(s)" or "Noteholder(s)"	holders of the Loan Notes;
"Loan Note Instrument"	the document, to be executed by Consort Medical, which constitutes the Loan Notes;
"London Stock Exchange"	London Stock Exchange plc;
"Nomura Code"	Nomura Code Securities Limited, the financial adviser to The Medical House;
"North American person"	a US person and any individual, corporation, partnership, trust or other entity resident in Canada or receiving the Offer in Canada;
"Offer"	the proposed recommended cash offer with Loan Notes Alternative to be made by Consort Medical to acquire The Medical House Shares on the terms and subject to the conditions to be set out in the Offer Document and in the Form of Acceptance and, where the context requires, any subsequent revision, variation, extension or renewal thereof;
"Offer Document"	the document setting out the full terms and conditions of the Offer and, where appropriate, any other document(s) containing and/or constituting the full terms and conditions of the Offer;
"Offer Period"	means the offer period (as defined in the Code and may be extended in accordance with the Code) relating to the Offer;
"Official List"	the official list of the Financial Services Authority;
"Overseas Shareholders"	has the meaning given to it in paragraph 2 of Part B of Appendix I;
"Panel"	the Panel on Takeovers and Mergers;
"Regulatory Information Service"	any of the Regulatory Information Services approved by the Financial Services Authority and set out in Appendix 3 to the Listing Rules;
"Relevant Authority"	has the meaning given to it in paragraph 1(b) of Part A of Appendix I;
"Restricted Jurisdiction"	Australia, Canada, Japan, the United States or any jurisdiction where extension or acceptance of the Offer and/or the Loan Notes Alternative would violate the laws of that jurisdiction;
"Rule"	the relevant rule of the Code;
"Securities Act"	the United States Securities Act of 1933;
"Sterling", "pence" or "£"	the lawful currency of the United Kingdom;
"subsidiary" and "subsidiary undertaking"	having the meanings given to them by section 1159 of the Companies Act;
"Takeover Offer"	a takeover offer as such term is defined in section 974 of the Companies Act;
"The Medical House"	The Medical House Group PLC, a company incorporated in England and Wales with registered number 03966085;
"The Medical House Board" or "The Medical House Directors"	the directors of The Medical House;
"The Medical House Group"	The Medical House and its subsidiary undertakings;
"The Medical House Share Schemes"	The Medical House Group's three share-based payment schemes, being: (a) the approved share option scheme; (b) the unapproved share option scheme; and (c) the EMI share option scheme;
"The Medical House Shareholders"	the registered holders of The Medical House Shares from time to time. References to the masculine gender shall include the feminine;
"The Medical House Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in The Medical House and any further such shares which are unconditionally allotted or issued before the date on which the Offer ceases to be open for acceptance (or such earlier date(s) as Consort Medical may, subject to the Code, determine);
"Treasury Shares"	The Medical House Shares held as treasury shares, as defined in section 162A(3) of the Companies Act 1985;
"UKLA" or "UK Listing Authority"	the Financial Services Authority acting it its capacity as the competent authority for the purposes of Part VI of FSMA;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;
"US person"	a US person as defined in Regulation S under the Securities Act;
"wider Consort Medical Group"	has the meaning given to it in paragraph 1(d)(iii) of Part B of Appendix I; and
"wider Medical House Group"	has the meaning given to it in paragraph 1(d)(iii) of Part B of Appendix I.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement. All references to time in this Announcement are to London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFLJMTTMMMTTJL

Date		Source	Headline
2nd Mar 2020	1:50 pm	RNS	Total Voting Rights
20th Feb 2020	7:15 am	RNS	Despatch of formal compulsory acquisition notices
17th Feb 2020	4:24 pm	RNS	Compulsory acquisition of Consort Shares
6th Feb 2020	5:00 pm	RNS	Notice of Cancellation of Listing
6th Feb 2020	4:31 pm	RNS	Director/PDMR Shareholding
6th Feb 2020	1:30 pm	RNS	Holding(s) in Company
5th Feb 2020	5:30 pm	RNS	Consort Medical
5th Feb 2020	4:51 pm	RNS	Holding(s) in Company
5th Feb 2020	4:00 pm	RNS	Form 8.3 - Consort Medical Plc
5th Feb 2020	3:15 pm	BUS	FORM 8.3 - CONSORT MEDICAL PLC
5th Feb 2020	11:42 am	BUS	Form 8.3 - CONSORT MEDICAL PLC
5th Feb 2020	11:32 am	RNS	Form 8.5 (EPT/RI)
5th Feb 2020	5:00 am	GNW	Form 8.5 (EPT/RI) - Consort Medical plc
4th Feb 2020	4:19 pm	RNS	Offer declared Wholly Unconditional
4th Feb 2020	3:38 pm	BUS	Form 8.3 - Consort Medical plc
4th Feb 2020	3:34 pm	RNS	Form 8.3 - Consort Medical plc
4th Feb 2020	3:25 pm	BUS	Form 8.3 - Consort Medical plc
4th Feb 2020	3:07 pm	RNS	Form 8.3 - Consort Medical Plc
4th Feb 2020	3:00 pm	RNS	Form 8.3 - Consort Medical Plc
4th Feb 2020	12:10 pm	BUS	Form 8.3 - Consort Medical Plc
4th Feb 2020	11:24 am	RNS	Form 8.5 (EPT/RI)
4th Feb 2020	11:08 am	RNS	Form 8.3 - CONSORT MEDICAL PLC
4th Feb 2020	9:20 am	GNW	Form 8.5 (EPT/RI) - Consort Medical plc
4th Feb 2020	7:25 am	BUS	Form 8.3 - Consort Medical Plc
3rd Feb 2020	4:24 pm	BUS	FORM 8.3 - CONSORT MEDICAL PLC AMENDMENT
3rd Feb 2020	1:37 pm	BUS	Form 8.3 - Consort Medical Plc
3rd Feb 2020	12:43 pm	BUS	Form 8.3 - CONSORT MEDICAL PLC
3rd Feb 2020	12:00 pm	RNS	Additional Listing
3rd Feb 2020	10:53 am	RNS	Form 8.5 (EPT/RI)
3rd Feb 2020	9:58 am	GNW	Form 8.5 (EPT/RI) - Consort Medical plc
31st Jan 2020	5:28 pm	RNS	Form 8.3 - [Consort Medical plc]
31st Jan 2020	2:56 pm	BUS	Form 8.3 - CONSORT MEDICAL PLC
31st Jan 2020	10:57 am	RNS	Form 8.5 (EPT/RI)
31st Jan 2020	9:16 am	GNW	Form 8.5 (EPT/RI) - Consort Medical Plc
30th Jan 2020	3:25 pm	BUS	Form 8.3 - Consort Medical plc
30th Jan 2020	2:34 pm	BUS	Form 8.3 - CONSORT MEDICAL PLC
30th Jan 2020	1:30 pm	BUS	Form 8.3 - CONSORT MEDICAL PLC
30th Jan 2020	1:18 pm	RNS	Form 8.3 - Consort Medical plc
30th Jan 2020	10:34 am	RNS	Form 8.5 (EPT/RI)
30th Jan 2020	9:18 am	RNS	Form 8.3 - Consort Medical plc
30th Jan 2020	8:50 am	GNW	Form 8.5 (EPT/RI) - Consort Medical plc
29th Jan 2020	4:21 pm	RNS	Holding(s) in Company
29th Jan 2020	1:18 pm	BUS	Form 8.3 - Consort Medical Plc
29th Jan 2020	11:50 am	RNS	Form 8.3 - Consort Medical PLC
29th Jan 2020	11:19 am	RNS	Form 8.5 (EPT/RI)
29th Jan 2020	10:41 am	RNS	Response to Recipharm Statement
29th Jan 2020	9:45 am	RNS	Holding(s) in Company
29th Jan 2020	7:00 am	RNS	No Extension or Increase & Irish CCPC Clearance
28th Jan 2020	3:25 pm	BUS	Form 8.3 - Consort Medical plc
28th Jan 2020	1:59 pm	RNS	Form 8.3 - Consort Medical Plc

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