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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND, SUBJECT TO APPLICABLE SECURITIES LAWS, ON THE COMPANY'S WEBSITE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

30 September 2014

Consort Medical plc

Proposed acquisition of Aesica Holdco Limited and

5 for 8 fully underwritten £98.9 million Rights Issue

The Board of Consort Medical plc ("Consort Medical" or the "Company") today announces that it has agreed terms to acquire the entire issued and to be issued share capital of Aesica Holdco Limited ("Aesica"), a leading European pharmaceutical Contract Development and Manufacturing Organisation ("CDMO"), based on an enterprise value of £230.0 million (calculated on a cash-free debt-free basis at a locked box date of 30 June 2014) ("the Acquisition").

Aesica is one of Europe's leading pharmaceutical CDMO's, providing contract development and manufacturing services for Finished Dose and Active Pharmaceutical Ingredients ("API") to the global pharmaceutical industry. Since the Aesica business was established in 2004, it has grown both organically and through acquisitions and has established key strategic relationships with major global blue-chip pharmaceutical companies. For the financial year ended 31 December 2013, Aesica generated adjusted EBITDA of £20.0 million on revenues of £179.0 million (FY2011-FY2013 CAGR of 15.5% and 7.6% respectively).

The Board believes that the Acquisition represents an excellent opportunity for Consort Medical and is directly in line with Consort Medical's stated strategy of diversifying into adjacent markets and technologies to capture additional value in the drug/device supply chain. The Board believes that the Acquisition optimises drug and delivery devices in a single group and will bring a number of benefits to Consort Medical, including:

· Reduces cost and complexity of drug/device development, manufacturing and supply chain with an integrated pharma services offering

· Provides customers with a streamlined and accelerated drug route to market

· Provides increased scale and critical mass, regarded by Consort Medical's customers as important

· Broadens geographic manufacturing footprint and second sourcing for customers, together with opportunities to expand Bespak manufacturing into mainland Europe

The Board believes that the Acquisition, pre-synergies, will be materially enhancing to underlying earnings per share ("EPS") in the first full financial year following Completion (FY2016)[1] [2] and materially enhancing to EPS in subsequent financial years.

Consort Medical proposes to finance the Acquisition and associated expenses through a combination of £115.9 million to be drawn down under a new debt facility, £10.0 million of existing cash, a fully underwritten rights issue raising net proceeds for the Company of approximately £95.3 million ("Rights Issue"), and the issue of £11.8 million of Consideration Shares to be issued to Aesica Management (at the theoretical ex-rights price of the Ordinary Shares following commencement of the Rights Issue).

The Rights Issue is being fully underwritten by Investec and will consist of the issue of 5 Rights Issue Shares for every 8 existing Ordinary Shares at 540 pence per Rights Issue Share. The Rights Issue Price represents a discount of approximately 33.9 per cent. to the theoretical ex-rights price of 816.92 pence per Rights Issue Share[3].

The Company has entered into a New Facility Agreement in respect of a £160 million revolving facility and optional accordion facility of up to an additional £65 million with a group of four Banks. The Board expects leverage on Completion of the Acquisition to be approximately 2.3 times net debt/adjusted EBITDA (based on the pro forma profits for the 2014 Financial Year for the Enlarged Group). The Enlarged Group is expected to generate free cash flow and the Board expects that this leverage ratio will reduce to a targeted level of less than 2 times net debt/adjusted EBITDA within the first full financial year. The Board intends to pay shareholders dividends with cover in the range of 2 to 3 times adjusted EPS reflecting the Enlarged Group's performance, prospects and investment opportunities. The New Facility is conditional on, inter alia, the Rights Issue completing and all of the conditions to the Acquisition being satisfied, save for the Consideration Shares being admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange.

The Rights Issue is not conditional upon the Acquisition completing. In the unlikely event that the Rights Issue proceeds but the Acquisition does not complete, the Directors will consider how best to return the net proceeds of the Rights Issue to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed in the Rights Issue.

Due to its size in relation to Consort Medical, the Acquisition constitutes a Class 1 transaction for Consort Medical under the UK Listing Rules and therefore requires the approval of Consort Medical Shareholders. Consort Medical Shareholders will also be asked to approve certain other resolutions and authorities in connection with the Rights Issue and certain other matters.Accordingly, the Consort Medical General Meeting is expected to be convened for 11:00 a.m. on 16 October 2014 at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH.

Jon Glenn, Consort Medical's Chief Executive Officer, said:

"We are excited by the acquisition of Aesica which represents a very strong fit with our existing strategy of diversifying into adjacent markets and technologies to capture additional value in the drug/device supply chain. As one of Europe's leading pharmaceutical CDMOs, Aesica is highly complementary to Bespak's existing business and provides a number of clear strategic, competitive and value-enhancing benefits for the Enlarged Group."

This preceding summary should be read in conjunction with the full text of this announcement and its appendices.

A meeting for analysts will be held today at 9:30 a.m. at the Chartered Accountant's Hall, 1 Moorgate Place, EC2R 6EA United Kingdom.

A combined Class 1 circular and prospectus (the "Prospectus") is expected to be published on or around 30 September 2014. The prospectus will set out the detailed timetable of the Rights Issue and the Acquisition. Each of the times and dates in the table below and used throughout this announcement are indicative only, and therefore may be subject to change.

The defined terms set out in Appendix 2 to this announcement apply in this announcement.

The following is an indicative timetable assuming publication of the prospectus on 30 September 2014. A further announcement detailing the updated timetable will be published in due course if necessary.

Enquiries:

Consort Medical plc

Tel: +44 1442 867 920

Jonathan Glenn, Chief Executive

Richard Cotton, Group Finance Director

Evercore Partners International LLP (Financial Adviser and Joint Sponsor)

Tel: +44 20 7653 6000

Julian Oakley / Alan Beirne

Investec Bank plc (Bookrunner, Underwriter and Joint Sponsor)

Tel: +44 20 7597 4000

Christopher Baird / David Flin / Carlton Nelson

Brunswick Group (Financial PR)

Tel: +44 20 7404 5959

Jon Coles / Pip Green / Anna Carruth

The defined terms set out in Part XVIII of the Prospectus apply in this announcement. A copy of the Prospectus when published will be available from the registered office of the Company and the Company's website at www.consortmedical.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to the Company's shareholders in the Excluded Territories.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, The Republic of South Africa and New Zealand or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States of America, Australia, Canada, Japan, The Republic of South Africa and New Zealand or any other jurisdiction in which such offer or solicitation would be unlawful.

This announcement has been issued by, and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec Bank plc ("Investec") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Evercore Partners International LLP ("Evercore") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

Investec is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority. Evercore is authorised and regulated by the Financial Conduct Authority. Investec and Evercore are acting exclusively for the Company in connection with the matters set out in this announcement and the proposed Acquisition and Rights Issue. lnvestec and Evercore are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the proposed Acquisition and Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Investec and Evercore accept no responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with the Company, the proposed Acquisition or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. lnvestec and Evercore accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares have not been, and will not be, registered under the U. S. Securities Act of 1933, as amended, ("Securities Act') and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any states or other jurisdiction of the United States. There will be no public offer of any securities of the Company in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act or in transactions otherwise exempt from the registration requirements of the US Securities Act.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the prospectus expected to be published by the company in connection with the Acquisition and Rights Issue.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement has been prepared in accordance with English law, the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in the Company or any other entity. Any such offer will be made solely by means of a combined prospectus and circular to be published in due course and any supplement or amendment thereto and any acquisition of securities in the Company should be made solely on the basis of the information contained in such combined prospectus and circular.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the Directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor lnvestec nor Evercore assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

Proposed acquisition of Aesica Holdco Limited and 5 for 8 fully underwritten £98.9 million Rights Issue

1. Introduction

The Company announces today that it has entered into conditional agreements to acquire the entire issued and to be issued share capital of Aesica based on an enterprise value of £230 million (calculated on a cash-free debt-free basis as at a locked box date of 30 June 2014) which includes limited rights to deferred consideration capped at £1.65 million.

The Primary Sale and Purchase Agreement, dated 30 September 2014, is for the sale and purchase of the Aesica Shares free and clear of all encumbrances, together with all rights attaching to the Aesica Shares, including the right to vote and represent the Aesica Shares and the right to receive all dividends or distributions and other benefits deriving therefrom. The parties to the Primary Sale and Purchase Agreement are the Company, the Aesica Shareholders and the Aesica Management. The Secondary Sale and Purchase Agreement dated 30 September 2014 is for the sale and purchase of the Aesica Option Shares free and clear of all encumbrances, together with all rights attaching to the Aesica Option Shares including the right to vote and represent the Aesica Option Shares and the right to receive all dividends or distributions and other benefits deriving therefrom. The parties to the Secondary Sale Agreement are the Company and the Aesica Optionholders.

Under the Primary Sale and Purchase Agreement, the Aesica Shareholders will receive £75.1 million in cash in aggregate for their shareholding and the Aesica Management will receive a combination of an aggregate of £17.0 million in cash and 1,366,770 Consideration Shares in consideration for their respective shareholdings. In addition, under the Secondary Sale and Purchase Agreement, the Aesica Optionholders will receive a combination of an aggregate of £12.4 million in cash and 75,517 Consideration Shares in consideration for their Aesica Option Shares. Under the Primary Sale and Purchase Agreement the Aesica Shareholders also have limited rights to deferred consideration capped at £1.65 million.

The Company also announced today that it proposes to raise £95.3 million, net of expenses, by the issue of 18,317,532 Ordinary Shares through a 5 for 8 Rights Issue at a price of 540 pence per Rights Issue Share. The Rights Issue is being fully underwritten by Investec on, and subject to, the terms of the Underwriting Agreement.

The Company proposes to use the net proceeds of the Rights Issue (£95.3 million), funds to be drawn down from the New Facility (£115.9 million), the Consideration Shares (£11.8 million) and existing cash (£10.0 million) to fund the Acquisition and to refinance all of the Aesica's Group's existing debt facilities.

The Acquisition, because of its size in relation to the Company, is a Class 1 transaction for Consort Medical under the Listing Rules and is therefore conditional, inter alia, upon the approval by Shareholders of all of the Resolutions. A General Meeting is to be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH for the purpose of seeking such approval. A notice convening the General Meeting, at which the Resolutions will be proposed, will be included in the Prospectus.

The Board unanimously considers the Acquisition and the Rights Issue to be in the best interests of Consort Medical and its Shareholders as a whole.

2. Information on the Consort Medical Group

Consort Medical is an international healthcare company, focused primarily on developing and manufacturing disposable medical devices for drug delivery. The Group has more than 50 years' experience providing services to the pharmaceutical industry. The principal business of Consort Medical is the management of its core operating division, Bespak, a developer and manufacturer of drug delivery devices for pharmaceutical partner companies, including inhaled, nasal, and injectables products. Consort Medical works in partnership with more than 50 pharmaceutical companies (excluding its Bespak medical device customer base for medical check valves) including some of the world's largest, such as GSK, Teva, Chiesi, Dr. Reddy's laboratories, Merck and Boehringer Ingelheim. With its headquarters in Hemel Hempstead, the Group employs approximately 830 people across its manufacturing and R&D facilities in King's Lynn, Cambridge, Milton Keynes and Nelson in the UK.

3. Consort Medical's Strategy

Following the completion of the sale of its King Systems division in February 2013, Consort Medical is a more focused pharmaceutical services provider with a clear strategy for growth. Consort Medical's strategy has been for Bespak to focus on medical device technologies for drug delivery.

Bespak's business model has been focused on supporting two principal goals: (i) helping its customers succeed in commercialising their own designs of drug delivery devices; (ii) and developing proprietary designs of drug delivery devices for sale to blue chip pharmaceutical customers. Consort Medical's stated strategy is to diversify the drug delivery segments in which Bespak operates, as well as to increase Consort Medical's share of the value-added content in the supply chain.

To date, the range of Bespak's drug delivery opportunities has evolved from its origins in the respiratory segment to include injectables and nasal, as well as in complementary areas adjacent to drug delivery such as point of care ("POC") diagnostics. Through Consort Medical's strategy, Bespak has also further enhanced its share of value-added services in the supply chain beyond that of device design, development, industrialisation and commercial manufacturing operations into the handling of drugs for the purposes of clinical trials and final market release on behalf of its customers. Securing Bespak's first MHRA licence for commercial drug handling in August 2013 was a significant development in Consort Medical's expansion strategy into complementary, high value areas of the pharmaceutical market supply chain.

Consort Medical's strategy is to build on and strengthen its core businesses through new product innovation, increased market reach and other high value product and service offerings such as drug handling, volume manufacturing, design for manufacturing, prototype development and concept generation across its existing drug delivery segments. The Company is also diversifying into adjacent markets and technologies to focus increasingly on pharmaceutical services and drug delivery opportunities which leverage Bespak's core competencies and capabilities and capture a greater share of the drug/device supply chain. Whilst this diversification will be mostly organic in focus, Consort Medical has also been seeking to pursue its strategy through selective, relevant and value-enhancing acquisitions.

4. Background to and strategic rationale for the Acquisition

The Board believes that the Acquisition of Aesica, one of Europe's leading pharmaceutical CDMOs, represents an excellent opportunity for the Company and is highly complementary to Bespak's existing business. Aesica's oral delivery capabilities and drug formulation and manufacturing service offering mean that it is directly in line with Consort Medical's stated strategy of diversifying into adjacent markets and technologies to capture additional value in the drug/device supply chain.

Aesica is a pharmaceutical CDMO with manufacturing and development facilities in the UK, Germany and Italy, supplying products globally. Aesica has customer relationships with more than 15 pharmaceutical companies, such as Abbvie, GSK, Johnson & Johnson (Noramco), Merck and UCB. With both Aesica and Consort Medical focused on providing services to pharmaceutical companies, the individual target customer universes of both companies are almost identical. However, whilst Consort Medical and Aesica have several customers in common, currently a number are exclusive to either Consort Medical or Aesica. The Directors believe that this will give rise to significant opportunities for cross-selling between highly complementary pharmaceutical customer bases in the medium term.

The focus of Aesica's business is divided between three core service offerings:

1. Finished Dose Manufacturing (84.0% of FY2013 revenue) - contract manufacturing and packaging (fill and finish) of bulk formulated pharmaceutical products for pharmaceutical customers;

2. API (12.3% of FY2013 revenue)- contract manufacturing of active pharmaceutical ingredients ("API") for individual customers using the customer's own IP; the manufacture of generic API products for sale to multiple pharmaceutical customers; and API development and production for use in clinical trials and scaling up to commercial production; and

3. Finished Dose Development (3.7% of FY2013 revenue) - development, formulation and smaller scale production of formulated pharmaceutical products for use in clinical trials.

The Board believes that there is an inherent benefit to Consort Medical and its customers from placing and optimising drug and device within a single group. There is a significant overlap between Consort Medical's and Aesica's respective skills and competencies. Both have expertise in operating within highly regulated environments specialising in manufacturing from pilot scale to volume scale, complex and cleanroom manufacturing and both engage in continuous improvement activities. The Board believes that bringing Aesica's drug development, formulation, manufacturing and packaging capabilities into the same group as Consort Medical's delivery device development and manufacturing will create a leading, global, single source drug and device contract manufacturing partner for pharmaceutical customers.

Both Consort Medical and Aesica are pharmaceutical services companies. Recently the global pharmaceutical industry has seen a wave of consolidation that has transformed the face of the industry. Under increasing pressure to contain fixed costs and improve efficiency and productivity, many pharmaceutical companies have been reducing their internal capacities in R&D, manufacturing and even marketing. They have, instead, relied more heavily on outsourcing certain services, traditionally conducted in-house, to pharmaceutical services companies to improve their efficiency and reduce costs.

With the continuing trend to outsource, a number of large pharmaceutical companies are under pressure to simplify their supply chains. Such pharmaceutical companies are looking increasingly to form strategic partnerships with fewer CDMOs which can offer a greater depth of capabilities, larger scale and a broader range of manufacturing sites in different geographic regions, rather than try and manage multiple manufacturing contracts with a much larger group of CDMOs.

The patents of a number of major branded pharmaceutical products are due to expire over the next few years (also referred to as the "patent cliff"). Generic pharmaceuticals are already a large segment of the pharmaceutical industry and are expected to surpass branded pharmaceuticals in sales value, as well as sales volume, within a few years. This is leading to an increased demand for contract manufacturing of small molecule generic drugs and their associated delivery devices.

The global pharmaceutical contract manufacturing market is estimated to have generated approximately US$13.43 billion in revenue in 2012. The market is forecast to grow to approximately US$18.49 billion in 2017, a CAGR of 6.6% over this period (Source: Global Pharmaceutical Contract Manufacturing Market, August 2013, Frost & Sullivan). If the trend towards outsourcing in the pharmaceutical market continues as expected, the Board believes that the demand for an integrated service offering from a single provider will increase. The Board believes that combining two such complementary pharmaceutical services companies as Consort Medical and Aesica into one larger group will allow the Enlarged Group to provide a much broader, deeper and more integrated drug/device contract manufacturing and supply chain solution to its customers in this growing market.

Consort Medical has been building a relationship with Aesica since 2013. Initially the relationship centred on evaluating business development opportunities but, over time, has deepened with both management teams appreciating the strategic benefits from combining the two businesses. Consort Medical has an in-depth understanding of Aesica's business, strategy and the opportunities that Aesica offers, both as a stand-alone business, and alongside Bespak as a proposed core division of the Enlarged Group. Aesica has an established management team with a strong track record of operational performance in the pharmaceutical sector as well as successfully integrating previous company and manufacturing site acquisitions. Key members of Aesica's management have either been with the company since its MBO in 2004 or have considerable sector experience. It is expected that they will continue to play an active role in operating and continuing to grow the Enlarged Group following completion of the Acquisition. It is anticipated that Dr Robert Hardy, Aesica's current chief executive officer, will join Consort Medical's Executive Committee following completion of the Acquisition.

The Board believes that the Enlarged Group is well-positioned to capitalise on current market drivers and that the Acquisition will bring a number of clear strategic, competitive and value enhancing benefits to Consort Medical, including:

· Strengthening its strategic market position:

o Combining two pharmaceutical services companies into one larger group and being able to provide a deeper and more integrated drug and device contract manufacturing service offering to the Enlarged Group's customers;

o Offering customers a single source for drug and device development, formulation, manufacturing and fill/finish;

o Optimising drug and device services in a single group to streamline and accelerate the rate of the route to market of customers' drugs and reduce the cost and complexity of drug/device development for the Enlarged Group's pharmaceutical partners; and

o Such an offering is expected to be highly differentiated from Consort Medical's current competitors.

· Expansion into a complementary, high value area of the existing pharmaceutical customer supply chain:

o Allowing Consort Medical to capture greater value from the supply chain; and

o Increasing the depth of customer relationships by embedding the Enlarged Group at multiple levels in the drug and delivery device supply chain.

· Further development and diversification of Consort Medical's geographic footprint:

o Expanding Bespak manufacturing into continental Europe;

o Allows Consort Medical to offer customers a second manufacturing source in a separate geographic location;

o Envisage establishing Bespak production lines in Aesica's overseas regulated facilities in the medium term; and

o Increasing Consort Medical's sales presence and customer access globally.

· Creation of potential operational benefits:

o Opportunities for development, manufacturing and operational efficiencies in the medium term between Consort Medical and Aesica, both of which operate in highly regulated and complex manufacturing environments;

o Opportunities for revenue synergies from new drug/device combinations; and

o Cross selling of services between Consort Medical and Aesica's highly complementary pharmaceutical customer bases in the medium term.

· Enhanced financial performance:

o The acquisition of a cash-generative business with a consistent track record of revenue and EBITDA growth;

o The Acquisition will result in a combined entity which delivered £279 million of revenues and £44.4 million of adjusted EBITDA on a combined pro forma basis in 2014; and

o It is expected, pre synergies, to be materially enhancing to underlying earnings per share in the first full financial year post-Completion (after taking into account the issue of Rights Issue Shares and the Consideration Shares but excluding any costs and benefits of the potential operational efficiencies) and materially enhancing to underlying earnings per share in subsequent financial years.(1)

· Increased scale and critical mass

o Creates a much larger pharmaceutical services business, seen as important by Consort Medical's customer base;

o Combined pro forma revenues of £279 million and adjusted EBITDA of £44.4 million in FY 2014; and

o Significant scale to facilitate further growth, both organically, and through additional acquisitions, in the future.

Note:

(1) This statement does not constitute a profit forecast.

As such, the Board believes that combining Consort Medical and Aesica will have a number of clear strategic, competitive and value-enhancing benefits for both companies. In addition, the Acquisition is expected to accelerate a number of Consort Medical's core strategic objectives and enhance business development opportunities through the deeper integrated drug and device contract manufacturing service offering of the Enlarged Group.

5. Information on Aesica

5.1 Business Overview

Aesica is one of Europe's leading pharmaceutical CDMO's, providing contract development and manufacturing services for Finished Dose Manufacturing and APIs to the global pharmaceutical industry. Since the Aesica business was established in 2004, it has grown both organically and through acquisitions and has established key strategic relationships with major global blue-chip pharmaceutical companies. Aesica's head office is located in Newcastle-upon-Tyne, UK, employing approximately 50 people at head office.

Whilst pharmaceutical companies typically conduct their own drug discovery and development, either directly or through third parties, Aesica operates across several stages of the pharmaceutical services supply chain. Aesica's operations are divided into three business units: Finished Dose Manufacturing, API and Finished Dose Development.

The Finished Dose Manufacturing business unit provides both drug product commercial manufacturing (formulation) and packaging (fill and finish) services from four sites at Queenborough (UK), Monheim (Germany), Zwickau (Germany) and Pianezza (Italy). Finished dosage capabilities include high and low shear granulation, solvent and aqueous granulation, fluid bed drying, controlled drug product manufacture, film coating, liquids manufacture and blister packaging. Finished Dose Manufacturing is the largest business unit, employing approximately 900 people and representing 84.0 per cent. of Aesica's revenue for the financial year ended 31 December 2013.

The API business unit provides full scale contract development, process development and generic drug manufacture from its dedicated API site at Cramlington (UK) and an API facility within Queenborough. The API unit's key products include Flurbiprofen, an anti-inflammatory, and a range of controlled drugs. API employs approximately 250 people and represents 12.3 per cent. of Aesica's revenue for the financial year ended 31 December 2013.

The Finished Dose Development business unit in Nottingham employs approximately 50 people and represents 3.7 per cent. of Aesica's revenue for the financial year ended 31 December 2013 and provides formulation and analytics services to the pharmaceutical industry, focusing on early stage development. This includes production of formulated products for clinical trials including tablets, capsules, liquids, suspensions, creams, ointments and inhaled pharmaceuticals.

The nature of Aesica's customer contracts means that it has strong visibility over future revenues with over 90 per cent. of its business being the contract manufacture of drugs.

The senior management team of Aesica is led by Dr Robert Hardy who led the MBO from BASF in 2004 and has over 25 years' experience in the pharmaceutical industry.

5.2.1 Key strengths

The Board considers that Aesica's key strengths include:

· Significant majority of contracted and recurring revenues: results in good visibility of future revenues.

· Strong technology base and significant core capabilities, competencies and processes: Aesica has already made significant investments in facilities and technology with the aim of ensuring "best in class" quality and reliability. Aesica's manufacturing capabilities include continuous, high capacity, high potency and innovative continuous manufacturing.

· Broad geographic footprint: Aesica has approximately 1,250 employees worldwide. It operates six manufacturing and development facilities in the UK, Germany and Italy, supplying products globally. Aesica also has sales offices in the key pharmaceutical markets of the US, Japan, China and Europe.

· Strong blue-chip customer base: Aesica has deep relationships with a number of blue-chip, global pharmaceutical companies. Aesica's customer base is highly complementary to Consort Medical's.

· High barriers to entry: Aesica's competitive position is strong due to deep, long-term customer relationships, technological know-how and local regulatory and legislative environments. In many cases, Aesica is heavily embedded within the supply chains of its customers.

· Strong financial performance: Aesica is a cash generative business with a consistent track record of revenue and EBITDA growth.

· A strong and experienced management team: Aesica has an experienced management team with a strong track record of operational performance in the sector, growing the business as well as successfully integrating previous company and manufacturing site acquisitions. Key members of Aesica's management, such as its experienced divisional heads Dr Ian Muir (Finished Dose) and Chris Gowland (API), have either been with the company since its MBO in 2004 or have considerable sector experience. It is expected that they will continue to play an active role in operating and continuing to grow the Enlarged Group following completion of the Acquisition. It is anticipated that Dr Robert Hardy, Aesica's current chief executive officer, will join Consort Medical's Executive Committee following completion of the Acquisition.

6. Summary financial information on Aesica

The financial information below was prepared in accordance with IFRS and is derived from the historical audited consolidated financial information of Aesica Pharmaceuticals for the years ended 31 December 2011 and 31 December 2012 and of Aesica for the 497 day period from its incorporation on 23 August 2011 to 31 December 2012 and for the year ended 31 December 2013. The Aesica Group purchased Aesica Pharmaceuticals on 11 October 2011, in a transaction which was accounted for as a business combination.

It is anticipated that financial reporting and cash management for Aesica will be integrated into the Group's established consolidated reporting processes in the course of the next financial year.

Financial Year/Period ended 31 December

Consolidated income statement

Consolidated balance sheet

Consolidated statement of cash flows

(1) 497 day period ending 31 December 2012

For the financial year ended 31 December 2011, Aesica Pharmaceuticals achieved a profit before taxation of £10.8 million on revenues of £154.6 million. During the period the Aesica Pharmaceuticals Group acquired three sites in Continental Europe from the biopharmaceutical group UCB. This acquisition contributed to European revenue growth of £66.3 million compared to the prior year. This acquisition resulted in £0.8 million of exceptional costs being incurred in the year.

For the financial year ended 31 December 2012, Aesica Pharmaceuticals achieved a profit before taxation of £10.8 million on revenues of £163.2 million. The revenue increase was principally driven by the Finished Dose Manufacturing business unit (£9.9 million growth) which increased as a result of new business wins and strong underlying performance from the existing customer base.

For the financial period ended 31 December 2012 Aesica achieved a profit before taxation of £5.1 million on revenues of £204.6 million. Aesica was incorporated during 2011 and purchased Aesica Pharmaceuticals on 11 October 2011, resulting in a 497 day financial period from the date of its incorporation to 31 December 2012. During the period the Aesica Group incurred exceptional costs of £1.9 million associated with this acquisition.

For the financial year ended 31 December 2013 Aesica achieved a profit before taxation of £1.8 million on revenues of £179.0 million. The reduction in profit before taxation was driven by an increase in finance costs resulting from the debt structure implemented following the acquisition of Aesica Pharmaceuticals. During the year the Aesica Group continued to invest in its operating facilities to support existing business and future growth.

Other than as set out above there has been no significant change in the financial or trading position of the Company or its subsidiaries during the period covered by the historical key financial information on Aesica set out in this paragraph. There have been no significant changes in the financial or trading position of the Company or its subsidiaries from 31 December 2013, being the end of the last financial period for which audited annual financial statements have been published.

7. Principal terms of the Acquisition

Under the terms of the Sale and Purchase Agreements, which are dated 30 September 2014, Consort Medical has agreed to acquire the entire issued and to be issued share capital of Aesica based on an enterprise value (calculated on a cash-free debt-free basis as at a locked box date of 30 June 2014) of £230 million (equivalent to 11.5 times Aesica's adjusted EBITDA of £20.0 million for the financial year ended 31 December 2013), which includes limited rights to deferred consideration capped at £1.65 million.

The aggregate cash consideration payable by the Company to the Sellers at Completion is £104.5 million (including interest from 30 June 2014 to Completion of the Acquisition). Certain members of the Aesica management team have also elected to receive a portion of their consideration (equal to £11.8 million in aggregate) in the form of 1,442,287 new Ordinary Shares in Consort Medical with a view to sharing in the future growth and success of the Enlarged Group. In the event of a disposal of certain land at the Cramlington site within 3 years from Completion of the Acquisition, the Company has agreed to pay the proceeds of such disposal to the Aesica Shareholders, subject to a cap of £1.65 million.

In addition, the Company has an obligation, at Completion, to procure the repayment of approximately £77.0 million by the Aesica Group pursuant to the terms of the Aesica Facilities Agreement and approximately £33.1 million by the Aesica Group pursuant to the Aesica Loan Note Instrument.

The Acquisition is conditional, inter alia, upon obtaining the approval of Shareholders at the General Meeting, the Underwriting Agreement having become unconditional, the lenders under the New Facility Agreement not having declared prior to the date of draw down that there has been a breach of the major representations, or the occurrence of a major default, under its terms and solely as a result of such breach are exercising their rights under the New Facility Agreement not to participate in the loan and the satisfaction or waiver of other conditions which are considered customary for a transaction of this nature. A break fee equal to the Sellers' costs capped at £2.3 million is payable in certain circumstances if certain of the conditions are not met.

The Primary Sale and Purchase Agreement includes commercial and tax warranties from certain Sellers in favour of Consort Medical. A separate tax indemnity in respect of tax liabilities arising pre or on Completion has also been given by the Aesica Management. Claims by Consort Medical against the Sellers under the warranties and the tax indemnity are subject to certain financial thresholds and caps and are also subject to matters disclosed by the Sellers which are customary for a transaction of this nature.

8. Financial impact of the Acquisition and the use of proceeds of the Rights Issue

The Company has conditionally agreed to acquire all the issued and to be issued and outstanding shares in Aesica, based on an enterprise value (on a cash free and debt free basis) as at a locked box date of 30 June 2014 of £230 million. The consideration will be comprised of cash consideration of £104.5 million (including interest on such sum from 30 June 2014 to Completion of the Acquisition) and the issue of such number of Consideration Shares as is equivalent to £11.8 million as determined by dividing £11.8 million by the theoretical ex-rights price of the Ordinary Shares following commencement of the Rights Issue.

The Company proposes to use the net proceeds of the Rights Issue, funds to be drawn down from the New Facility, the Consideration Shares and existing cash resources to purchase the existing issued and to be issued share capital of Aesica and to refinance all of the Aesica Group's existing debt facilities. The cash consideration for the Acquisition is £104.5 million. In addition, the Company will incur commission, adviser fees and expenses of approximately £10.0 million in connection with the Acquisition, the Rights Issue and the New Facility.

The Company has entered into the New Facility Agreement in respect of a £160 million revolving facility and optional accordion facility of up to an additional £65 million with the Banks, which is available in part to finance the Acquisition, partly to refinance Aesica's and the Company's existing debt and also for general corporate purposes.

The Acquisition is expected, pre-synergies, to be materially enhancing to underlying earnings per share in the first full financial year post-Completion, (after taking into account the issue of the Rights Issue Shares and the Consideration Shares but excluding any costs or benefits from potential operational efficiencies) and materially enhancing to underlying earnings per share in subsequent financial years. This statement does not constitute a profit forecast.

On a pro forma basis and based on the assumptions described in the Prospectus, the unaudited pro forma revenues and adjusted operating profit of the Enlarged Group would be £279.0 million and £33.5 million respectively, while the pro forma net assets of the Enlarged Group would be £220.7 million.

The Company estimates that the net debt of the Enlarged Group following Completion will be approximately £100 million and therefore expects headroom under the New Facility of approximately £60 million to provide ongoing financial flexibility. The Board expects leverage on Completion of the Acquisition to be approximately 2.3 times net debt/adjusted EBITDA (based on the pro forma profits for the 2014 Financial Year). The Enlarged Group is expected to generate free cash flow and the Board expects that this leverage ratio will reduce to a targeted level of less than 2 times net debt/adjusted EBITDA within the first full financial year.

The Company expects the weighted average effective tax rate percentage for the Enlarged Group for the current financial year to be in the range of 20 per cent. to 21 per cent.

9. Principal Terms of the Rights Issue

The Company has entered into an Underwriting Agreement with Investec and Evercore pursuant to which Evercore and Investec will act as joint sponsors to the Company and whereby Investec has agreed to procure subscribers for the Rights Issue Shares not taken up in the Rights Issue at the Rights Issue Price, failing which, Investec shall itself subscribe for the Rights Issue Shares not taken up in the Rights Issue at the Rights Issue Price. The Rights Issue will raise net proceeds of £95.3 million which will be used to part finance the Acquisition. The Rights Issue is not conditional upon completion of the Acquisition.

Subject to the terms and conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter), the Rights Issue Shares will be offered for subscription by way of a Rights Issue to Qualifying Shareholders (other than Excluded Shareholders) on the following basis:

5 Rights Issue Shares at 540 pence each for every 8 Ordinary Shares

held and registered in the name of each such Qualifying Shareholder at the close of business on the Record Date and so in proportion for any other number of Ordinary Shares then held. Qualifying Shareholders with fewer than 2 Existing Shares will not be entitled to any Rights Issue Shares. Holdings of Existing Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to Rights Issue Shares will not be allotted to Qualifying Shareholders but will be rounded down to the nearest whole number of Rights Issue Shares. Fractional entitlements will be aggregated and, if possible, sold in the market as soon as practicable after the commencement of dealings in Nil Paid Rights. The net proceeds (after deduction of expenses) of such sales will accrue for the benefit of Consort Medical.

The Rights Issue Price represents a discount of approximately 45.5 per cent. to the Closing Price on 29 September 2014 (being the last Business Day prior to the announcement of the Rights Issue) and a 33.9 per cent. discount to the theoretical ex-rights price of 816.92 pence per Rights Issue Share calculated by reference to that Closing Price on the same basis.

Upon completion of the Rights Issue, the Rights Issue Shares will represent 62.5 per cent. of the Company's existing issued share capital and 38.5 per cent. of the Company's enlarged issued share capital following the Rights Issue and prior to the issue of the Consideration Shares. Qualifying Shareholders who do not take up their Nil Paid Rights in full will experience dilution of their shareholding by 38.5 per cent. as a result of the Rights Issue. Further dilution of 2.9 per cent. will result from the issue of the Consideration Shares.

The above calculations assume that no Ordinary Shares are issued as a result of the exercise of any options or awards under the Consort Medical Share Plans between the Latest Practicable Date and the Record Date.

The Rights Issue Shares will be credited as fully paid and will rank equally in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Shares after Admission, save that the Rights Issue Shares will not qualify for the 2014 Final Dividend. The Rights Issue Shares may be held in certificated or uncertificated form.

Application will be made to the UK Listing Authority for the Rights Issue Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the Rights Issue Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. It is expected that admission to listing and admission to trading of the Rights Issue Shares, nil paid, on the premium segment of the Official List will become effective, and dealings for normal settlement in the Rights Issue Shares, nil paid, on the London Stock Exchange will commence at 8.00 a.m. on 17 October 2014. It is further expected that admission to trading of the Rights Issue Shares, fully paid, will become effective, and dealings for normal settlement in the Rights Issue Shares, fully paid, on the London Stock Exchange will commence at 8.00 a.m. on 3 November 2014.

The offer of Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares to persons resident in, or who are citizens of, or who have a registered address in countries other than the United Kingdom may be affected by the laws of the relevant jurisdiction. Subject to certain exceptions, the Rights Issue is not being made in the Excluded Territories. Rights Issue Shares will be provisionally allotted (nil paid) to all Shareholders on the register as at the Record Date, including Excluded Shareholders. However, Shareholders with registered addresses in the United States or in any of the other Excluded Territories will not be sent Provisional Allotment Letters and will not have their CREST stock accounts credited with Nil Paid Rights, except where the Company and Investec are satisfied that such action would not result in the contravention of any registration or other legal or regulatory requirements in such jurisdiction.

Persons in Excluded Territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

The Underwriting Agreement is not subject to any right of termination after Admission (including in respect of any statutory withdrawal rights). The Company reserves the right to decide not to proceed with the Rights Issue at any time prior to Admission and commencement of dealings in Rights Issue Shares. If the conditions to the Underwriting Agreement are not satisfied or waived, the Rights Issue will not proceed.

10. Current trading and prospects

10.1 The Consort Medical Group

On 17 June 2014, Consort Medical published its audited results for the 2014 Financial Year, a summary of which is set out below.1

Notes:

1. Financial performance metrics relate to continuing operations unless stated otherwise.

2. FY 2014 special items includes amortisation of acquired intangible assets (£0.8 million) and acquisition related costs (£0.6 million). FY 2013 special items includes amortisation of acquired intangible assets (£0.8 million), employee severance costs (£0.1 million), plant restructuring costs (£0.5 million) and acquisition related costs (£0.1 million).

3. Adjusted basic earnings per share is calculated using profit after tax from continuing operations before special items.

Financial Highlights

· Strong organic revenue growth of 5.2 per cent., in particular from Chiesi NEXThaler®.

· Growth in adjusted earnings per share of 8.5 per cent. to 48.3 pence per share.

· Increased final dividend to 13.35 pence per share.

· Net cash of £25.8 million despite significant investment in facilities and production capacity.

Operational Highlights

· Regulatory approval and launch of first auto-injector for Dr. Reddy's sumatriptan, a migraine therapy.

· Award of exclusive multi-year commercial supply contract for Bespak's dry powder inhaler ("DPI") programme DEV610.

· Award of Bespak's first MHRA licence for commercial drug handling for Nicoventures' nicotine inhaler.

· Unveiling of Syrina® and Vapoursoft®, delivering the first such liquid gas propelled autoinjector.

· Completion and pilot scale manufacturing of Atlas Genetics io™ Cartridge (POC010).

· Award of development contract for novel PatchPump® infusion device from Steadymed.

At the time of publication, Jonathan Glenn, Chief Executive Officer, made the following comments in relation to the Company's current trading and prospects:

"This was an excellent year for Consort Medical with strong performance and execution of strategy, delivering solid organic revenue growth of 5.2 per cent. and EPS growth of 8.5 per cent. from its diversifying core portfolio. We celebrated a number of 'firsts' during the year: the first year Bespak revenues surpassed £100 million; the approval and launch of our first auto-injector; the award of our first MHRA commercial drug handling licence; the first development contract award for an innovation centre developed product (NAS030); and the unveiling of the first liquid gas powered auto-injector (Syrina®) and the first dual product injector (Lila®)."

"The Board is confident of further future organic growth arising from existing business, from further conversion of the development pipeline programmes and from new opportunities, including the conversion of the innovation pipeline to full development programmes with partners."

In addition, on 4 September 2014, Consort Medical published its Interim Management Statement (IMS), for the period from 1 May 2014 to 4 September 2014, a summary of which is set out below:

At the time of publication of the IMS, Consort Medical continued to trade in line with its expectations, and the Board remained confident of its outlook for the full year.

Consort Medical's consolidated financial position remained strong, with net cash at 31 August 2014 of £33.6 million, reflecting the receipt of $10 million (£5.9 million) in May 2014 of deferred consideration from the disposal of King Systems, following the launch of the King Vision low cost blade.

The Board expected its sustained organic growth initiatives to continue to convert into progressively increased revenue and operating leverage for Consort Medical over time, as well as from further development programme wins. The Group continued to evaluate suitable inorganic opportunities which are consistent with its strategy.

Following the introduction of the UK Government's Patent Box regime from April 2013, Consort Medical has completed a detailed evaluation of the scheme's provisions and its own IP portfolio, consulting with both HMRC and advisers. As a result of this, as at the date of publication of the IMS, the Group provided new guidance on its expected effective tax rate percentage (ETR) for the current financial year ended 30 April 2015. Whereas the actual underlying ETR in FY2014 was 20.6 per cent., following the Patent Box regime and the UK Government's ongoing reduction in the headline Corporation Tax rate, the Group expected its ETR for the current year to be below 16.0 per cent., subject to the actual mix of products sold.

At the time of publication of the IMS, Jonathan Glenn, Consort Medical's Chief Executive commented:

"Consort Medical is continuing to deliver across its diversified portfolio. We welcome the establishment of the UK Government's Patent Box regime, which provides a material uplift in financial returns from our existing IP portfolio, as well as a favourable investment environment for our ongoing Innovation activities."

On 12 September 2014, the Company announced that it had been granted Marketing Authorisation for DEV200 - Bespak's development programme for Nicoventures for the nicotine Voke inhaler - by the MHRA.

Aside from this, there has been no change in the Company's assessment of the matters described above since the publication of the Company's IMS on 4 September 2014. Consort Medical continues to perform in line with the Board's expectations and the Board is confident of the financial and trading prospects of the Company for the current financial year.

10.2 The Aesica Group

Aesica's trading for the first six months of 2014 reports that EBITDA (Aesica's primary measure of financial performance) and revenue are ahead of the same period in 2013. Rolling twelve month EBITDA to the period ending June 2014 has grown.

This growth has been driven by improved performance in Aesica's two largest business units - Finished Dose Manufacturing and API. The Finished Dose Manufacturing business unit opened a new high capacity manufacturing facility at its premises in Queenborough, Kent which supplies bulk tablets to the pharmaceutical industry. The API business unit has a strong commercial pipeline.

Aesica has a good pipeline of new business development opportunities.

Aesica has strong historic revenue and profit growth driven by the continuing trend of pharmaceutical companies to outsource manufacture of their products to contract manufacturing companies such as Aesica. Given Aesica's strong track record of operational performance in the sector, attractive technology base and customer relationships, it is well positioned to take advantage of this strategic outsourcing and grow further.

11. Dividend and dividend policy

The Board has recommended the 2014 Final Dividend of 13.35 pence per Ordinary Share giving a total dividend for the financial year ended 30 April 2014 of 20.7 pence per Ordinary Share, which represents an increase of 5.0 per cent. on the previous year and a dividend cover of 2.35 times underlying earnings. In total, the dividend has been increased by 8.4 per cent. over the last three years. The 2014 Final Dividend will be payable on 24 October 2014 to Shareholders whose names appeared on the register as at 19 September 2014.

The Rights Issue Shares, when fully paid, and the Consideration Shares will rank pari passu with the Existing Ordinary Shares with respect to the right to receive dividends, save that they will not rank for the 2014 Final Dividend. Following the Acquisition, the Board's current intention is to maintain dividend cover in the range of two to three times underlying earnings, reflecting the Enlarged Group's performance, prospects and investment opportunities.

12. Resolutions, authorisations and approvals relating to the Rights Issue

The Acquisition is conditional on Shareholders approving the Resolutions set out below in relation to the Rights Issue and the Acquisition. In addition, the New Facility is conditional on, inter alia, the Rights Issue completing and all of the conditions to the Acquisition being satisfied save for the Consideration Shares being admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange. In summary:

a) Resolution 1 (which is an ordinary resolution) seeks the approval of Shareholders to the Acquisition and to authorise the Directors to take the necessary actions in order to effect the Acquisition.

b) Resolution 2 (which is an ordinary resolution) seeks the approval of Shareholders to grant the Board authority to allot the Ordinary Shares to be issued pursuant to the Rights Issue and as Consideration Shares pursuant to section 551 of the Companies Act 2006; and

c) Resolution 3 (which is a special resolution) seeks the approval of Shareholders to grant the Board authority to allot the Rights Issue Shares for cash for the purposes of the proposed Rights Issue and the issue of the Consideration Shares as if section 561 of the Companies Act 2006 did not apply.

13. Intentions of Directors

All of the Directors who hold Ordinary Shares (specifically, Dr Peter Fellner, Jonathan Glenn, Richard Cotton, Dr William Jenkins and Dr Andrew Hosty) have undertaken to take up in full their rights to subscribe for Rights Issue Shares under the Rights Issue in respect of their holdings. Together such undertakings amount to rights to subscribe for 52,957 Ordinary Shares, representing 0.18 per cent. of Consort Medical's issued ordinary share capital as at the Latest Practicable Date.

14. Recommendation

The Board believes that the Acquisition and Rights Issue are in the best interests of the Company and of Shareholders as a whole and accordingly unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to approve the Acquisition and the Rights Issue as Jonathan Glenn, Richard Cotton, Dr Peter Fellner, Dr William Jenkins and Dr Andrew Hosty (being all of the Directors who hold Ordinary Shares) intend to do in respect of their own beneficial holdings amounting, in aggregate, to 84,732 Ordinary Shares, representing approximately 0.29 per cent. of the issued ordinary share capital of Consort Medical as at the Latest Practicable Date.

15. Further information

Further details in relation to the Acquisition and Rights Issue are set out in the Prospectus which will be published shortly. Shareholders' attention is drawn, in particular, to the risk factors set out in Part II of the Prospectus and the information set out in Parts VII to XVII and the Notice of General Meeting set out in the Prospectus.

APPENDIX 1

Expected timetable of principal events1

Each of the times and dates in the table below is indicative only and may be subject to change.

All references in this document to times are to London time unless otherwise stated. A further announcement detailing the updated timetable will be published in due course if necessary.

Notes:

1. The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company with the agreement of Investec in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

2. Subject to certain restrictions relating to Shareholders with registered addresses outside the United Kingdom.

APPENDIX 2

Definitions and Glossary of Technical Terms