Servoca Regulatory News (SVCA)

24 Jan 2006 07:01

Multi Group PLC24 January 2006 Multi Group Plc Acquisition of Global Medics Limited Further to the announcements made on 23 December 2005 and 23 January 2006, thedirectors of Multi Group are pleased to announce that they have agreed revisedterms for the acquisition of Global Medics Limited ("Global Medics")("theAcquisition") The original terms of the Acquisition were such that the aggregate considerationto be paid by the Company of up to £13.7 million was divided into two tranches.The initial consideration, payable upon the ordinary shares of 0.1 pence each inMulti ("Ordinary Shares") being readmitted to trading on AIM ("Admission"),amounted to £9.6 million and was to be satisfied as to £4 million in cash, theissue of 160,000,000 new Ordinary Shares at a deemed price of 1.875 pence pershare and the issue of 2,600,000 preference shares of £1.00 each ("PreferenceShares"). The deferred consideration of up to £4.1 million was payable uponachievement by Global Medics of earnings before interest, taxation, depreciationand amortisation and certain other adjustments of £1.7 million for the yearended 31 May 2006 (excluding the results of the recently acquired business ofDoctors on Call) and was to be satisfied by up to £1.5 million in cash and theissue of up to a further 2,600,000 Preference Shares. Under the revised terms of the Acquisition, the aggregate consideration to bepaid by Multi remains a maximum of £13.7 million, but the initial considerationhas been reduced to £8.6 million and the deferred consideration increased to amaximum £5.1 million. The revised initial consideration will be satisfied as to £1.5 million in cashfrom the Company's existing resources, the issue of £1.0 million nominal valueloan notes ("Loan Notes"), a further £500,000 cash from group banking facilitieswhich are to be established and drawn down following Admission, the issue of160,000,000 new Ordinary Shares at a deemed price of 1.875 pence per share andthe issue of 2,600,000 Preference Shares. The revised deferred consideration will be satisfied as to up to £2.5 millionnominal value loan notes ("Deferred Loan Notes") and the issue of up to2,600,000 Preference Shares, conditional upon Global Medics reporting earningsbefore interest, taxation, depreciation and amortisation of at least £2 millionfor the year ended 31 May 2007. The Loan Notes are to be secured by a second charge and will attract interest of10 per cent. per annum. The Loan Notes may, at the Company's discretion, berepaid at any time up to 31 January 2007. In the event that they are not repaidby that date they will be converted into Ordinary Shares. In the event ofconversion, the number of Ordinary Shares to be issued would be calculated onthe basis of 130 per cent. of the nominal value of the outstanding loan notes,together with the accrued interest thereon, at the average mid market shareprice on the 20 business days prior to conversion. The conversion of the LoanNotes would be limited to the extent that the Vendors would not be able to hold,in aggregate, more than 29.9 per cent. of the issued share capital of theCompany at the time of conversion. The Deferred Loan Notes are anticipated to be redeemed at any time after sixmonths from the date of issue and will not attract any interest during theperiod. A circular containing details of the amendment to the terms of the Acquisitionand a notice convening a new extraordinary general meeting of the Company for 16February 2006 ("EGM") has been posted to Shareholders. Application will be made for the enlarged ordinary share capital of the Companyto be admitted to trading on AIM, subject to approval of the resolutions to beproposed at the EGM, with effect from 17 February 2005. Enquiries to: Oliver Cooke, ChairmanMulti Group Plc Tel: 08701 602 901 William Vandyk, DirectorCorporate Synergy Plc Tel: 020 7448 4400 Emma Kane/Miranda GoodRedleaf Communications Ltd Tel: 020 7955 1410 This information is provided by RNS The company news service from the London Stock Exchange