RNS Number:6586K
Advanced Medical Technologies PLC
02 May 2003
EMBARGOED FOR RELEASE AT 7.00 a.m. 2 May 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia, Japan or the Republic of Ireland
Recommended Offer
by British Linen Advisers Limited
on behalf of
Advanced Medical Technologies PLC
for Lombard Medical PLC
Summary
* The board of Advanced Medical Technologies PLC and the Independent
Directors of Lombard Medical PLC announce the terms of a recommended share for
share offer, to be made by British Linen Advisers on behalf of AMT, for the
whole of the issued and to be issued share capital of Lombard.
* The Offer is to be made on the basis of one AMT Ordinary Share for
each Lombard Share. British Linen Advisers has estimated that each AMT Ordinary
Share has a value in the range of 0.9p to 1.8p on a fully diluted basis.
Accordingly the Offer values each Lombard Share in the range of 0.9p to 1.8p and
therefore the entire issued share capital of Lombard is valued in the range of
#0.49 million to #0.97 million.
* On 31 March 2003, the last day of trading prior to the suspension of
Lombard Shares from trading on AIM, the value of the entire issued share capital
of Lombard by reference to the closing mid-market price of 2.125 pence was
approximately #1.15 million.
* AMT has also agreed, subject to the Offer becoming or being declared
unconditional in all respects, to acquire from Stockholders all of the Loan
Stock in issue at the date of the Offer in consideration for the issue of 62.5
million AMT Preference Shares.
* AMT is a public limited company registered in England and Wales and
was formed for the purpose of making the Offer by Lion Capital Advisers and
Camden Partners. The directors of AMT are Antony Canning and Simon Stock.
Alistair Taylor, Stephen Terry and John Kerslake (the "Management Team") are
members of the Concert Party and proposed directors of AMT. The Management Team
has not been involved in the consideration of the Offer by the Independent
Directors nor in their decision to recommend the Offer.
* Conditional upon the Offer becoming or being declared unconditional in
all respects, AMT has received commitments from the Concert Party to subscribe
for 161.5 million AMT Preference Shares at 2.174p per share to raise gross
proceeds of #3.5 million (#2.5 million net of costs and expenses in respect of
the Offer, the Concert Party Subscription and the Subscription Offer). These
funds will provide working capital for the Enlarged Group. In addition, subject
to certain conditions including the provision of security by AMT, Bank of
Scotland has confirmed the availability to Lombard until 30 January 2004 of an
on demand overdraft facility of #1.0 million. The directors of AMT believe
after due and careful enquiry that, assuming the successful implementation of
the Offer and the continued availability of the Bank of Scotland Facility but
excluding any funds raised pursuant to the Subscription Offer, the Enlarged
Group will have sufficient resources to meet its working capital requirements
until 30 January 2004.
* In accordance with Rule 16 of the City Code, Lombard Shareholders
(excluding members of the Concert Party who are Lombard Shareholders) who accept
the Offer ("Qualifying Shareholders") will be entitled to subscribe for up to
138.8 million AMT Preference Shares, at a price of 2.174p per share under the
Subscription Offer. Qualifying Shareholders will be entitled under the
Subscription Offer to apply for AMT Preference Shares on the basis that
applications for up to 4.18 times the number of Lombard Shares in respect of
which the Offer is accepted will be guaranteed. Applications in excess of that
figure may be scaled back in the event that the Subscription Offer is
over-subscribed. Any funds subscribed will provide further working capital
available to the Enlarged Group. Assuming full take up of the Subscription
Offer, the AMT Preference Shares subscribed under the Subscription Offer would
represent 30.6 per cent. of the enlarged share capital of AMT on a fully diluted
basis.
* On the basis of full acceptance of the Offer by Lombard Shareholders
and no AMT Preference Shares being subscribed for by Qualifying Shareholders
pursuant to the Subscription Offer, the AMT Ordinary Shares issued to the
Lombard Shareholders pursuant to the Offer will represent approximately 17.2 per
cent. of the issued voting AMT Shares and 59.9 per cent. of the AMT Ordinary
Shares in the issued share capital of AMT. Following completion of the Offer,
AMT Ordinary Shares will not be admitted to trading on AIM or any other
recognised investment exchange. Full details of the rights of the AMT Ordinary
Shares and the AMT Preference Shares are set out in the Offer Document, which
will be despatched to Lombard Shareholders shortly.
* The Independent Directors of Lombard, who have been so advised by
Nabarro Wells, consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors, Nabarro Wells has placed reliance
on the commercial assessments of the Independent Directors, in particular their
assessment of the weak financial position of Lombard and their opinion that
there is no reasonable prospect of Lombard being able to realise any significant
value for Lombard Shareholders from alternative strategic options before the
Company would be required to cease trading. It is in the context of the
background to and reasons for recommending the Offer, which are set out more
fully in section 11 of the main body of this announcement, that the Independent
Directors have concluded that the terms of the Offer are fair and reasonable.
* AMT has received irrevocable undertakings to accept the Offer from the
Concert Party (including the Management Team), the directors of Lombard who are
not members of the Concert Party, the Independent Directors of Lombard and
certain other Lombard Shareholders in respect of their beneficial holdings.
These irrevocable undertakings relate, in aggregate, to 28,336,887 Lombard
Shares, representing approximately 52.4 per cent. of the issued share capital of
Lombard.
* Following release of this announcement, the Company expects to be in
a position to publish its accounts for the year ended 30 September 2002,
following which it is anticipated that trading in Lombard Shares will resume on
AIM.
Commenting on the Offer, Tony Canning, chairman of AMT, said:
"I am confident that this Offer represents the best opportunity to secure the
ongoing viability of Lombard and to enable it to develop its innovative
portfolio to commercialisation."
Commenting on the Offer, Christopher Stainforth, Chairman of the committee of
Independent Directors of Lombard, said:
"Under the circumstances, this is the only option available to the Company and,
notwithstanding the very substantial dilution of the Lombard Shareholders, it
may allow them an opportunity to receive some future value from the Company's
early stage technologies."
THE ABOVE SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE
FOLLOWING ANNOUNCEMENT.
Enquiries:
Advanced Medical Technologies PLC 020 7710 4500
Tony Canning
British Linen Advisers Limited 020 7710 8800
Richard Davies
Tavistock Communications 020 7600 2288
David Foxman
Lombard Medical PLC 020 7459 3603
Christopher Stainforth
Nigel Gray
Nabarro Wells & Co. Limited 020 7710 7400
Jonathan Naess
British Linen Advisers, which is regulated by the Financial Services Authority,
is acting for AMT and no one else in connection with the Offer and will not be
responsible to anyone other than AMT for providing the protections afforded to
clients of British Linen Advisers nor for giving advice in relation to the
Offer, the contents of this document or any arrangements referred to herein.
British Linen Advisers has approved and authorised the contents of this
announcement for the purposes of section 21 of the Financial Services and
Markets Act 2000.
Nabarro Wells, which is regulated by the Financial Services Authority, is acting
for the Independent Directors of Lombard and no one else in connection with the
Offer and will not be responsible to anyone other than the Independent Directors
of Lombard for providing the protections afforded to clients of Nabarro Wells
nor for providing advice in relation to the Offer, the contents of this document
or any arrangements referred to herein.
This announcement does not constitute, nor form any part of, an offer or
invitation to purchase any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information to be contained in the
Offer Document, which British Linen Advisers on behalf of AMT will shortly
despatch to Lombard Shareholders and, for information only, to the holders of
options granted under the Lombard Share Option Schemes and the holders of
Warrants.
The Offer will not be made, directly or indirectly in or into the United States,
Canada, Australia, Japan or the Republic of Ireland. Accordingly, copies of this
announcement and any other document relating to the Offer, are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, Japan or the Republic of Ireland.
EMBARGOED FOR RELEASE AT 7.00 a.m. 2 May 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia, Japan or the Republic of Ireland
Recommended Offer
by British Linen Advisers Limited
on behalf of
Advanced Medical Technologies PLC
for Lombard Medical PLC
1. Introduction
The board of Advanced Medical Technologies PLC and the Independent Directors of
Lombard Medical PLC announce that they have agreed the terms of a recommended
share for share offer, to be made by British Linen Advisers on behalf of AMT,
for the whole of the issued and to be issued share capital of Lombard.
AMT has also agreed, subject to the Offer becoming or being declared
unconditional in all respects, to acquire from Stockholders all of the Loan
Stock in issue at the date of the Offer in consideration for the issue of 62.5
million AMT Preference Shares.
2. Recommendation of the Independent Directors
The Independent Directors of Lombard, who have been so advised by Nabarro Wells,
consider the terms of the Offer to be fair and reasonable. It is in the context
of the background to and reasons for recommending the Offer, which are set out
more fully in section 11 of this announcement, that the Independent Directors
have concluded that the terms of the Offer are fair and reasonable.
3. The Offer
On behalf of AMT, British Linen Advisers will offer to acquire the whole of the
issued and to be issued share capital of Lombard, subject to the conditions and
further terms set out in Appendix I of this announcement, and in the formal
Offer Document and the Form of Acceptance to be sent to Lombard Shareholders
shortly, on the following basis:-
for each Lombard Share one AMT Ordinary Share
In accordance with Rule 24.10 of the City Code, British Linen Advisers has
estimated that each AMT Ordinary Share has a value in the range of 0.9p to 1.8p
on a fully diluted basis. Accordingly, the Offer values each Lombard Share in
the range of 0.9p to 1.8p and the entire issued share capital of Lombard in the
range of #0.49 million to #0.97 million. The range is derived from there being
two different bases for the valuation: the lower valuation is predicated on the
assumption that all the AMT Preference Shares remain unconverted, whilst the
higher valuation is predicated on the assumption that all the AMT Preference
Shares are converted immediately following the Offer becoming or being declared
unconditional in all respects. The Estimate of Value will be set out in full in
the Offer Document. On 31 March 2003, the last day of trading prior to the
suspension of Lombard Shares from trading on AIM, the value of the entire issued
share capital of Lombard by reference to the closing mid-market price of 2.125p
per share, was approximately #1.15 million.
Lombard Shares will be acquired by AMT fully paid and free from all liens,
equities, charges, encumbrances and other interests and together with all rights
now or hereafter attaching thereto including the right to receive and retain all
dividends and other distributions hereafter declared, made or paid. The Offer
extends to any Lombard Shares unconditionally allotted or issued prior to the
date on which the Offer closes (or such earlier date as AMT may, subject to the
City Code, decide).
On the basis of full acceptance of the Offer by Lombard Shareholders and no AMT
Preference Shares being subscribed for by Qualifying Shareholders pursuant to
the Subscription Offer, the AMT Ordinary Shares issued to the Lombard
Shareholders pursuant to the Offer will, on completion of the Offer, represent
approximately 17.2 per cent. of the issued voting AMT Shares and 59.9 per cent.
of the AMT Ordinary Shares in the issued share capital of AMT. A summary of the
rights of the AMT Ordinary Shares, the AMT Preference Shares and the
Subscription Offer will be set out in the Offer Document which will be
despatched to Lombard Shareholders shortly.
4. Undertakings to accept the Offer
AMT has received irrevocable undertakings to accept the Offer in respect of a
total of 28,336,887 Lombard Shares (including those already held by members of
the Concert Party) representing approximately 52.4 per cent. of the current
issued share capital of Lombard as follows:
* from the Independent Directors in respect of 392,858 Lombard Shares
representing approximately 0.7 per cent of the current issued share capital of
Lombard. These undertakings continue to be binding in the event of a competing
offer for Lombard by a third party unless such offer is at a premium of 50 per
cent. or more to the Offer; and
* from members of the Concert Party (including the Management Team) and
certain individual Lombard Shareholders in respect of 27,944,029 Lombard Shares
representing approximately 51.7 per cent. of the current issued share capital of
Lombard. These undertakings will continue to be binding in the event of a
competing offer for Lombard by a third party.
5. Information on AMT and the Concert Party
AMT is a public limited company and was incorporated in England and Wales on 14
January 2003. AMT was formed for the purpose of making the Offer and has not
traded since incorporation except for the purpose of implementing the Offer.
Camden Partners and Lion Capital Advisers each own approximately 37.0 per cent
of the Founder Shares. The remaining 26.0 per cent is owned by British Linen
Advisers and Bank of Scotland (full details are set out in Appendix II of this
announcement). The directors of AMT, Antony Canning and Simon Stock, are also
directors of Lion Capital Advisers Limited. Upon the Offer becoming or being
declared unconditional in all respects, the Management Team will be appointed
directors of AMT. Simon Stock will resign and Camden Partners will appoint
Richard Johnston, a partner in Camden Partners, as a director of AMT, with
Richard Berkeley, also a partner in Camden Partners, as his alternate.
Based in Baltimore, Maryland, USA, Camden Partners is a diversified private
equity firm. With more than $200 million in committed capital under management,
Camden Partners provides investment management services through its Strategic
Funds' private equity funds, Camden Partners' Hedge Fund, and Camden Partners
Private Equity Advisors LLC fund of funds offerings. Camden Partners hold 94.8
per cent. of the Loan Stock in issue at the date of this announcement.
Lion Capital Advisers is an investment advisory and management company
established in 2001 and authorised by the Financial Services Authority in
January 2003 to conduct various regulated activities. Lion Capital Advisers
provides corporate finance services to its clients (including AMT in connection
with the Offer) and has entered into agreements to provide investment management
services to its fund clients. Lion Capital Advisers and its associates hold
Lombard Shares representing approximately 5.0 per cent. of Lombard Shares at the
date of this announcement and have made #1.9 million of loans available to the
Lombard Group as a result of the acquisition of LionMedical Limited by Lombard.
AMT has received commitments, conditional on the Offer becoming or being
declared unconditional in all respects, to subscribe for 161.5 million AMT
Preference Shares at 2.174p per share from the Investors, Camden Partners and
the Management Team (the "Concert Party Subscription"), who together currently
hold a total of 18,383,998 Lombard Shares representing approximately 34.0 per
cent. of the current issued share capital of Lombard.
Under the Rules of the City Code, each of the Founder Shareholders, the
Management Team, the Investors and certain other individuals are deemed to be
acting in concert with the Offeror. Full details of the Concert Party are set
out in Appendix II of this announcement. The Concert Party owns a total of
20,880,010 Lombard Shares, representing approximately 38.6 per cent. of the
existing issued share capital of Lombard and #2.45 million in nominal value of
Loan Stock, representing 98.0 per cent. of the Loan Stock in issue.
Further information on Camden Partners, Lion Capital Advisers Limited, the
Concert Party and the Management Team will be set out in the Offer Document.
6. Subscription Offer
Under the Concert Party Subscription, 76.8 million AMT Preference Shares have
been conditionally subscribed for by members of the Concert Party who hold
Lombard Shares. These members of the Concert Party hold Lombard Shares
representing in aggregate 34.0 per cent. of the issued share capital of Lombard.
Therefore, in accordance with Rule 16 of the City Code, in order to provide
equality of treatment, Qualifying Shareholders will be entitled to subscribe in
aggregate for up to 138.8 million AMT Preference Shares under the Subscription
Offer, at a price of 2.174p per share. The number of AMT Preference Shares
available to Qualifying Shareholders is based on the ratio between the number of
Lombard Shares held by the members of the Concert Party who have committed to
subscribe for AMT Preference Shares and the number of AMT Preference Shares for
which they have subscribed. Any funds so subscribed would further increase the
working capital available to the Enlarged Group. Assuming full take up of the
Subscription Offer, the AMT Preference Shares subscribed under the Subscription
Offer would represent 30.6 per cent. of the enlarged share capital of AMT on a
fully diluted basis.
Qualifying Shareholders will be entitled under the Subscription Offer to apply
for AMT Preference Shares on the basis that applications for up to 4.18 times
the number of Lombard Shares in respect of which the Offer has been accepted by
such Qualifying Shareholders will be allocated in full ("Guaranteed Applications
") but applications in excess of this figure may be scaled back in the event
that the total number of AMT Preference Shares applied for exceeds 138.8
million. The basis on which such excess applications may be scaled back will be
calculated by dividing the amount of AMT Preference Shares available (after
satisfying all Guaranteed Applications) by the amount of excess applications.
The AMT Preference Shares have, inter alia, the following characteristics:
* the right to vote at a general meeting of AMT ranking pari passu with
AMT Ordinary Shares;
* the right to a preferential 8 per cent. coupon, rising to 12 per cent.
on 31 March 2006, payable either in cash or by way of scrip dividend of AMT
Preference Shares;
* a prior right to subscribe for any fresh issue of AMT Shares;
* the requirement for the consent of holders of 66 per cent., in
aggregate, of AMT Preference Shares prior to certain board decisions including:
incurring indebtedness above #1.0 million (save in certain circumstances),
acquiring assets where the purchase price exceeds #250,000 and making any
material change to AMT's business; and
* the right to convert into AMT Ordinary Shares on a one for one basis,
subject to adjustment in certain circumstances.
The amount due in respect of each application for Subscription Shares is payable
in full on application and will be held by AMT subject to the Offer becoming or
being declared unconditional in all respects. Applications are personal to
Lombard Shareholders and may not be transferred except to satisfy bona fide
market claims.
Further details of the Subscription Offer, the rights attaching to the AMT
Preference Shares and the details of the mechanism for scaling back excess
applications under the Subscription Offer will be set out in the Offer Document.
7. Financing of the Enlarged Group
Upon the Offer becoming or being declared unconditional in all respects, AMT
will raise gross proceeds of #3.5 million (#2.5 million net of expenses and
costs in respect of the Offer, the Concert Party Subscription and the
Subscription Offer) through the Concert Party Subscription. These funds will
provide working capital for the Enlarged Group.
Pursuant to the Facility Agreement signed on 28 April 2003, Bank of Scotland has
agreed, subject to the conditions referred to below, to make available to
Lombard until 30 January 2004 an overdraft facility, which is repayable on
demand in the maximum amount of #1.0 million (the "Bank of Scotland Facility").
The Bank of Scotland Facility is conditional, inter alia, upon AMT raising a
minimum of #2.5 million net of expenses through the Concert Party Subscription,
the Offer becoming or being declared wholly unconditional and upon payment of a
#30,000 commitment fee. The Bank of Scotland has confirmed that it will
continue to support the Company until further funds are received from AMT
pursuant to the Offer, provided the Offer becomes or is declared unconditional
in all respects by 16 May 2003.
Pursuant to an agreement signed on 29 April 2003, Lion Capital Partners has
granted LionMedical Limited, a subsidiary of Lombard, the option, exercisable
any time until 28 October 2003, to extend the repayment date on the existing
#1.9 million loan which is guaranteed by Lombard from 31 October 2003 to 29
February 2004 subject to the payment of a #20,000 commitment fee.
The directors of AMT believe, assuming the successful implementation of the
Offer and the continued availability of the Bank of Scotland Facility but
excluding any funds raised pursuant to the Subscription Offer, that the Enlarged
Group will have sufficient resources to meet its working capital requirements
until 31 January 2004.
On the basis of current projections, the Enlarged Group will require further
funding in order to be able to continue trading after 31 January 2004. The
directors of AMT intend to seek further funding and will keep under review the
amount required, if any, and the terms on which such funds may be secured, in
light of the progress made in pursuing Lombard's strategy.
8. Responsibility for considering the Offer
Alistair Taylor, Stephen Terry and John Kerslake, Lombard's chairman, chief
executive and finance director respectively, have taken no part in the
consideration of the Offer by the Independent Directors, nor in the decision to
recommend the Offer. This reflects the Management Team's status as members of
the Concert Party. Alfred Elbrick and Professor Martin Rothman, who are
non-executive directors of Lombard, are connected to Lion Capital Advisers and,
together with William Potter, a non-executive director of Lombard, have taken no
part in consideration of the Offer by the Independent Directors, nor in their
decision to recommend the Offer. Christopher Stainforth and Nigel Gray are
non-executive directors of Lombard and for the purposes of the Offer comprise
the Independent Directors who have taken responsibility for considering the
Offer. The Independent Directors have no interest in AMT or the Concert Party
and are not connected with the Offer.
9. Background to and reasons for the Offer
Lombard was admitted to AIM in October 2000. Its intention was the creation of
a group of medical device companies with a track record of innovation and
product development.
In March 2001, Lombard entered into agreements to acquire Anson Medical Limited,
PolyBioMed Limited, D.M.C. Medical Limited and A.M.E. Medical Limited. Lombard
has also formed associations with and, through the acquisition of LionMedical
Limited, holds minority equity investments in affiliate companies including
Vascular Concepts Limited and EndoArt S.A..
These acquisitions and associations have provided Lombard with technologies and
products related to the treatment and care of cardiovascular disease. These
technologies and products have been in development phase; the most advanced have
commenced initial sales. Accordingly, Lombard's revenues have been small and
the Company has had, and continues to have, a requirement for cash resources in
order to continue the development and commercialisation of its products.
In August 2002, the Company raised #2.5 million through the issue of Loan Stock,
of which #2.37 million was subscribed for by Camden Partners. On 17 October
2002, Lombard announced the appointment of Stephen Terry as chief executive and
that results for the year ended 30 September 2002 would be below expectations.
Since that date there has been no material improvement in the Company's trading
condition.
On 22 January 2003, it was announced that the Company's strategy had been the
subject of review and a number of priorities were established with a view to
accelerating commercialisation of Lombard's products. The directors of Lombard
concluded that the strategy was dependent on Lombard being able to raise further
funds. On 18 March 2003, a further announcement was made which included a
statement that the directors of Lombard had been unable to raise additional
equity funding to fulfil Lombard's stated strategy and did not expect to be able
to do so given the general market conditions. The directors of Lombard were
therefore unable to produce audited accounts for the year ended 30 September
2002 and in accordance with the requirements of the AIM Rules, the Company's
shares were suspended from trading on AIM on 1 April 2003.
Against this background, Lion Capital Advisers, together with Camden Partners
and certain other investors, approached the senior management of Lombard with a
proposal to invest additional money to further the strategy set out in the
review announced on 22 January 2003. In formulating the proposals described in
this announcement, the directors of AMT have taken account of the share price
performance of Lombard since its admission to AIM, the generally negative
climate as regards fund raising for small technology companies and the costs
related to Lombard's AIM status. The proposals put forward to the Independent
Directors reflected these considerations and were intended to provide the funds
for Lombard to continue trading. As such, the proposals provide for Lombard
Shareholders to retain an investment in the Enlarged Group and to make further
investment if they so wish. If the Offer becomes or is declared wholly
unconditional, Lombard Shares will cease to be traded on AIM.
10. Intentions of AMT regarding the Enlarged Group
The directors of AMT intend to further the strategy set out in Lombard's
announcement on 22 January 2003. They have confirmed to the Independent
Directors that upon the Offer becoming or being declared wholly unconditional,
the existing employment rights, including pension rights, of all employees of
the Lombard Group will be safeguarded.
The directors of AMT also intend in due course to appoint a further director to
the AMT board of directors who will not have an executive position and who will
be independent of Lion Capital Advisers and Camden Partners.
Notwithstanding that, following cancellation of the trading facility for Lombard
Shares on AIM, the Enlarged Group will not be subject to any formal ongoing
obligations regarding shareholder communications, the directors of AMT intend to
communicate promptly all material corporate events to the holders of AMT Shares.
In addition, the directors of AMT intend that AMT's financial results will be
communicated to AMT Shareholders on a six monthly basis, within six months of
the relevant period end.
11. Background to and reasons for recommending the Offer
In providing advice to the Independent Directors, Nabarro Wells has placed
reliance on the commercial assessments of the Independent Directors, in
particular their assessment of the weak financial position of Lombard and their
opinion that there is no reasonable prospect of Lombard being able to realise
any significant value for Lombard Shareholders from alternative strategic
options before the Company would be required to cease trading. It is in the
context of the background to and reasons for recommending the Offer, which are
set out in this section, that the Independent Directors have concluded that the
terms of the Offer are fair and reasonable.
Lombard Shareholders should be aware of the following three features of AMT's
capital structure. First, the Founder Shareholders have subscribed for their
AMT Ordinary Shares at the nominal value of 0.138p per share. Secondly, the net
#2.5 million subscribed under the Concert Party Subscription for AMT Preference
Shares will rank in priority to the AMT Ordinary Shares. Thirdly, AMT has
agreed to acquire the Loan Stock in return for the issue of 62.5 million AMT
Preference Shares. Given the capital structure of AMT, the Offer therefore has
a substantially dilutive effect on the Lombard Shareholders.
Lombard has exceeded its existing bank facility with Bank of Scotland, although
Bank of Scotland has confirmed that it will continue to support the Company
until further funds are received from AMT pursuant to the Offer, provided the
Offer becomes or is declared unconditional in all respects by 16 May 2003. In
the absence of the continuing support of the Bank of Scotland, in anticipation
of the success of the Offer or an alternative solution, the directors of Lombard
believe that the Company would not be able to meet its commitments as they fall
due and that they would then be required to cease trading. The Independent
Directors believe that in these circumstances it is very uncertain whether any
significant value could be realised for Lombard Shareholders after the payment
of the Company's creditors, given the relatively early stage of development of
the Company's technologies.
Lombard announced on 17 October 2002 that results for the year ended 30
September 2002 would be below expectations. Since that date there has been no
material improvement in the Company's trading condition. The Company expects to
publish its audited accounts for the year ended 30 September 2002 as soon as
reasonably practicable following the date of this announcement and the accounts
will contain a fundamental uncertainty referring to the preparation of the
accounts on a going concern basis.
The Independent Directors have also taken into account that, notwithstanding the
Company's poor trading performance, some or all of the following milestones,
which the Company is working towards at present, could be reached successfully
within the short to medium term. These milestones could, if achieved, have a
positive impact upon the potential valuation of the Company:
* The Company applying for a CE mark for the bifurcated stent graft;
* The European launch and distribution of bifurcated stent grafts leading to
a world wide distribution deal with a major company;
* Licensing of stent graft manufacturing equipment;
* Licensing or sale of fatigue testing equipment;
* The completion of pre-clinical trials of drug delivery coatings; and
* Licensing of drug delivery coatings.
Since the announcement of the Company's strategic review on 22 January 2003, the
Company has continued to pursue discussions with a number of leading US and
other international medical devices companies with a view to realising value for
Lombard Shareholders either by sale or licence of some or all of the Company's
technologies. Following discussions with the Independent Directors, Nabarro
Wells has concluded that while there is clearly significant interest from these
parties in certain of the Company's technologies, even at this relatively early
stage of their development, it would not be possible to secure the ongoing
viability of the Company by concluding these negotiations before the directors
of Lombard would be required to cease trading.
The Independent Directors believe that the Company is unable to raise further
funds on a conventional basis, whether by way of a rescue rights issue or
otherwise. This has been accompanied by a sustained period of trading weakness
in the Company's share price.
Therefore, notwithstanding the substantial dilution of Lombard Shareholders
within the Enlarged Group, the Offer represents, in the opinion of the
Independent Directors:
* an opportunity for Lombard Shareholders to participate in 17.2 per
cent. of the fully diluted equity of AMT going forward and thereby to continue
to have an opportunity to participate to some extent in any significant value
that may be realised in Lombard's technology; and
* an opportunity for the management of AMT to further the negotiations
referred to above.
Lombard Shareholders have an opportunity to participate further in the economic
interests of the Company, on the same terms as the Concert Party have subscribed
for AMT Preference Shares, through the Subscription Offer. While the
Independent Directors have taken into account the fact that Lombard Shareholders
will be allowed to participate in the Subscription Offer, they should be aware
that no recommendation is being given by either the Independent Directors or
Nabarro Wells, as to what action they should take in respect of the Subscription
Offer. Any Lombard Shareholder requiring advice whether to accept the
Subscription Offer should immediately consult his or her independent financial
adviser.
Lombard Shareholders should also be aware that the dilution pursuant to the
Offer is such that, even taking into account a right to subscribe for excess
applications under the Subscription Offer, a Lombard Shareholder who wishes to
maintain his percentage stake in Lombard within the Enlarged Group will not
necessarily be able to do so. Assuming full acceptance of the Subscription
Offer, the AMT Preference Shares subscribed under the Subscription Offer will
represent 30.6 per cent. of the enlarged share capital of AMT on a fully diluted
basis.
Before accepting the Offer, however, Lombard Shareholders are advised to
consider the following risk factors:
* The directors of AMT have provided a statement regarding the
availability of working capital of the Enlarged Group only to the end of January
2004. The Enlarged Group may therefore need to seek to raise further funds and/
or increase or renew its banking facilities before the end of January 2004.
* Whilst the Independent Directors believe that the Company's technology
has potential, they can give no assurance that the directors of AMT would be
more successful than the directors of Lombard in raising funds for the Enlarged
Group away from the public markets or of the terms on which such financing would
be available. There is also clearly a significant risk that Lombard Shareholders
who accept the Offer may be subject to dilution by subsequent equity
fundraisings.
* Whether the Enlarged Group is able to continue trading until the end
of January 2004 will depend upon whether the projections and assumptions made by
the AMT directors are valid and whether the Bank of Scotland continues to make
its facility available.
* The Independent Directors are aware that the Management Team's ability
to project future revenues has been severely restricted in the past by
uncertainty as to when certain key milestones will be achieved and the size of
the potential markets for some of Lombard's technologies. Having reviewed the
projections made available by the Management Team to the providers of finance of
the Enlarged Group, in accordance with Rule 20.2 of the City Code, the
Independent Directors are aware that revenues have been projected for certain of
Lombard's technologies, which have not yet been commercialised.
* Following completion of the Offer, the Bank of Scotland Facility will
be repayable on demand and, in any event, will be subject to review at the end
of January 2004.
* While further equity is being raised pursuant to the Offer, the
Independent Directors note that no statement has been made regarding the
intentions of AMT either to continue, or to increase, its current level of
funding in respect of clinical trials which may be needed to demonstrate any
potential value in Lombard's technologies to third parties.
* The directors of AMT have no present intention to seek to obtain a
trading facility for the AMT Ordinary Shares.
* In the event that AMT does not receive sufficient acceptances to apply
the provisions of sections 428-430F (inclusive) of the Act, Lombard Shareholders
who do not accept the Offer would be left with a minority stake in an unquoted
company with a single controlling shareholder.
Notwithstanding the substantial dilution of Lombard Shareholders within the
Enlarged Group and the extensive risk factors set out above, the Independent
Directors have concluded, having been so advised by Nabarro Wells, that the
terms of the Offer are fair and reasonable.
12. Holders of Warrants and Options in Lombard
The Offer will extend to any Lombard Shares which are unconditionally allotted
or issued prior to the date on which the Offer closes (or such earlier date as
AMT may determine subject to the City Code or with the consent of the Panel) as
a result of the exercise of options granted under the Lombard Share Option
Schemes and/or upon the exercise of Warrants. The options granted under the
Lombard Share Option Schemes and the Warrants, excluding the Anson Option, will
lapse if not exercised prior to the date on which the Offer closes and it is
proposed that the Anson Option will be rolled over. AMT will write to all such
holders of Lombard Share Options and Warrants in Lombard confirming the effect
of the Offer within 21 days of this announcement.
13. Cancellation of trading on AIM, compulsory acquisition of Lombard
Shares and re-registration of Lombard
As soon as it is appropriate to do so, and subject to the Offer becoming or
being declared unconditional in all respects, it is the intention of AMT to
procure that Lombard applies for cancellation of the trading of Lombard Shares
on AIM. It is anticipated that such cancellation shall take effect no earlier
than 20 business days after the Offer becomes or is declared unconditional in
all respects.
AMT intends, upon receipt of sufficient acceptances or other acquisitions of
Lombard Shares, to apply the provisions of sections 428 to 430F (inclusive) of
the Companies Act to acquire compulsorily any Lombard Shares to which the Offer
relates that have not been assented to or acquired pursuant to the Offer or
otherwise.
14. General
The formal Offer Document containing the full terms and conditions of the Offer
(incorporating a Prospectus containing the full terms and conditions and details
of the Subscription Offer), together with the associated Form of Acceptance
incorporating an application form for AMT Preference Shares pursuant to the
Subscription Offer, will be posted by British Linen Advisers on behalf of AMT to
Lombard Shareholders as soon as practicable.
The Offer will be subject to the conditions set out in Appendix I to this
announcement and the further terms to be set out in the formal Offer Document
and Form of Acceptance.
Save as disclosed in this announcement, neither AMT, nor the Concert Party nor
anyone acting or deemed to be acting in concert with AMT, owns or controls any
Lombard Shares or rights over such shares or has entered into any outstanding
derivative transactions referenced to Lombard Shares.
The availability of the Offer to persons who are citizens, nationals or
residents of countries outside the UK may be affected by the laws of the
relevant jurisdictions. Persons who are citizens, nationals or residents of
countries outside the UK should inform themselves of, and observe, any
applicable legal requirements.
15. Responsibility for information in this announcement
The directors of AMT accept responsibility for the information contained in this
announcement, other than that relating to Lombard, the directors of Lombard,
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of AMT (who have
taken all reasonable care to ensure that such is the case) such information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Independent Directors of Lombard accept responsibility for the information
contained in this announcement which relates to Lombard, the Independent
Directors of Lombard, members of their immediate families, related trusts and
persons connected with them (within the meaning of section 346 of the Act) and
for the recommendation and related opinions of the Independent Directors
contained in this announcement. To the best of the knowledge and belief of the
Independent Directors of Lombard (who have taken all reasonable care to ensure
that such is the case) such information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The directors of Lombard accept responsibility for the information contained in
this announcement which relates to Lombard, the directors of Lombard, members of
their immediate families, related trusts and persons connected with them (within
the meaning of section 346 of the Act). To the best of the knowledge and belief
of the directors of Lombard (who have taken all reasonable care to ensure that
such is the case) such information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Enquiries:
Advanced Medical Technologies PLC 020 7710 4500
Tony Canning
British Linen Advisers Limited 020 7710 8800
Richard Davies
Tavistock Communications 020 7600 2288
David Foxman
Lombard Medical PLC 020 7459 3603
Christopher Stainforth
Nigel Gray
Nabarro Wells & Co. Limited 020 7710 7400
Jonathan Naess
British Linen Advisers, which is regulated by the Financial Services Authority,
is acting for AMT and no one else in connection with the Offer and will not be
responsible to anyone other than AMT for providing the protections afforded to
clients of British Linen Advisers nor for giving advice in relation to the
Offer, the contents of this document or any arrangements referred to herein.
British Linen Advisers has approved and authorised the contents of this
announcement for the purposes of section 21 of the Financial Services and
Markets Act 2000.
Nabarro Wells, which is regulated by the Financial Services Authority, is acting
for the Independent Directors of Lombard and no one else in connection with the
Offer and will not be responsible to anyone other than the Independent Directors
of Lombard for providing the protections afforded to clients of Nabarro Wells
nor for providing advice in relation to the Offer, the contents of this document
or any arrangements referred to herein.
This announcement does not constitute nor form any part of, an offer or
invitation to purchase any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information to be contained in the
Offer Document, which British Linen Advisers on behalf of AMT will shortly
despatch to Lombard Shareholders and, for information only, to the holders of
options granted under the Lombard Share Option Schemes and the holders of
Warrants.
The Offer will not be made, directly or indirectly in or into the United States,
Canada, Australia, Japan or the Republic of Ireland. Accordingly, copies of this
announcement and any other document relating to the Offer, are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, Japan or the Republic of Ireland.
APPENDIX I
1. Conditions of the Offer
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time) on the First Closing Date
of the Offer (or such later time(s) and/or date(s) as AMT may, subject to the
Code, decide) in respect of not less than 90 per cent. in nominal value (or such
lesser percentage as AMT may decide) of the Lombard Shares to which the Offer
relates provided that this condition will not be satisfied unless AMT shall have
acquired, or agreed to acquire, whether pursuant to the Offer or otherwise,
Lombard Shares carrying, in aggregate, more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of Lombard, including for
this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any Lombard Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise and for the purposes of this condition: (i) Lombard Shares which have
been unconditionally allotted but not issued shall be deemed to carry the voting
rights they will carry on issue; and (ii) the expression "Lombard Shares to
which the Offer relates" shall be construed in accordance with sections 428 to
430F (inclusive) of the Act;
(b) AMT not having discovered or otherwise become aware prior to
the date when the Offer would otherwise have become or been declared wholly
unconditional that the Secretary of State for Trade and Industry intends to
refer the proposed acquisition of Lombard by AMT or any matter arising there
from to the Competition Commission;
(c) Bank of Scotland having not withdrawn the overdraft facility
granted pursuant to the Facility Agreement;
(d) following publication of the Offer Document, no event
occurring or having occurred, and no circumstance existing, which causes or
would or might cause Lombard or any of subsidiary of Lombard to cease to have or
cease to be capable of having any particular exemptions, approvals or status
etc;
(e) following publication of the Offer Document no government or
governmental, quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body or association, institution or agency
(including any trade agency) or any court or other body (including any
professional body) in any jurisdiction (each of the foregoing being a "Relevant
Authority") having initiated or decided to take, instituted or threatened any
action, proceeding, suit, investigation or enquiry or enacted, made or proposed
the enactment or making of any statute, regulation, order or decision that would
or might be reasonably expected to:
(i) make the Offer or its implementation or the acquisition or the
proposed acquisition of any shares in or other securities in, or control of,
Lombard by AMT void, unenforceable or illegal under the laws of any jurisdiction
or otherwise directly or indirectly restrain, restrict, prohibit or otherwise
delay or interfere with the implementation of, or impose additional conditions
or obligations with respect to, or otherwise challenge, hinder or interfere
with, in each case in a manner which is material in the context of the Offer,
the acquisition of any shares in, or control of, Lombard or any wholly owned
subsidiary of the Lombard Group by AMT;
(ii) require, prevent or materially delay the divestiture by AMT or any
wholly owned subsidiary of the Lombard Group of all or any material part of
their respective businesses, assets or property or impose any limitation on
their ability to conduct all or any part of their respective businesses or to
own any of their respective assets or properties or any material part thereof;
(iii) require, prevent or materially delay any divestiture by AMT of any
shares or other securities in Lombard;
(iv) impose any material limitation on or result in any material delay
in, the ability of AMT to acquire or hold or to exercise effectively, directly
or indirectly, all or any rights of ownership in respect of shares or loans or
other securities convertible into shares or other securities (or the equivalent)
in, or to exercise management control over, any member of the Lombard Group or
any of Lombard's assets;
(v) otherwise have a materially adverse affect in the context of the
Offer on the business, assets, financial or trading position or profits or
prospects of any member of the Lombard Group or AMT;
(vi) require AMT or the Lombard Group to offer to acquire any shares or
other securities or interest in any member of the wider Lombard Group or AMT
owned by any third party to an extent which is material in the context of the
Enlarged Group or the wider Lombard Group, as the case may be, taken as a whole;
or
(vii) impose any material limitation in the context of the Offer on the
ability of any member of the wider Lombard Group to integrate or co-ordinate its
business, or any part of it, with all or any part of the business or any other
member to an extent which is material in the context of the wider Lombard Group
taken as a whole;
and all applicable waiting and other time periods during which any such Relevant
Authority could institute or threaten any such action, proceeding, suit,
investigation or enquiry or reference or any other step under the laws or
regulations of any jurisdiction in respect of and to an extent material in the
context of the Offer having expired, lapsed or been terminated;
(f) following publication of the Offer Document, no
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals ("Authorisations") reasonably necessary
or appropriate for Lombard to carry on its business to the extent material in
the context of the Offer, being revoked, suspended, restricted or modified or
not renewed;
(g) following publication of the Offer Document, no event occurs
which under any provision of any arrangement, agreement, franchise, lease,
licence, permit or other instrument to which Lombard or any member of the
Lombard Group is a party or by or to which Lombard or any member of the Lombard
Group or any of its assets may be bound entitled or be subject could result in
(but only if and to the extent that the result would be material and adverse in
the context of the wider Lombard Group taken as a whole):-
(i) such arrangement, agreement, franchise, lease, licence or
other instrument being terminated or modified or any onerous obligation arising
or any action being taken or arising thereunder;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property or
assets of any member of the Lombard Group becoming enforceable;
(iii) any assets or interests of Lombard or any member of the
Lombard Group being or falling to be disposed of or charged or any right arising
under which any such asset or interest could be required to be disposed of or
charged otherwise than in the ordinary course of business;
(iv) the value of Lombard or any member of the Lombard Group, or
the financial or trading position of any member of the wider Lombard Group or
their prospects being prejudiced or adversely affected;
(v) any member of the wider Lombard Group ceasing to be able to
carry on business under any name under which it presently does so; or
(vi) the creation of any liability, actual or contingent, by any
member of the wider Lombard Group;
(h) following publication of the Offer Document, no member of
the Lombard Group:
(i) issuing or agreeing to issue or authorising the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities;
(ii) recommending, declaring, paying or making or proposing to
recommend, declare, pay or make any bonus, dividend or other distribution,
whether payable in cash or otherwise which is material (except as referred to in
this Agreement);
(iii) making, authorising or proposing any merger, or demerger,
acquisition, disposal, authorised or proposed the issue of or transfer of assets
or and right, title or interest in any assets or shares;
(iv) making, authorising or proposing or announcing its intention
to propose any change in its share or loan capital;
(v) disposing of or transferring, mortgaging or charging, or
creating any other security interest over, any asset or any right, title or
interest in any asset, or entering into, implementing, authorising, proposing or
announcing, any contract, transaction, reconstruction, amalgamation, scheme,
commitment or arrangement otherwise than in the ordinary course of business;
(vi) issuing, authorising or proposing or announcing the issue of
any debentures or (save in the ordinary course of business) incurred or
increased any indebtedness or contingent liability;
(vii) entering into, or varying the terms of any management
secretarial/administrative or advisory contract or varied or terminated, or
authorised, proposed or announced its intention to enter into, vary or terminate
any contract, transaction, commitment or arrangement (whether in respect of
capital expenditure or otherwise) which is outside the ordinary course of
business or which is of a long-term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of a nature or magnitude which is
material in the context of Lombard;
(viii) entering into any contract, commitment or arrangement or
passing any resolution that will result in the restriction of the scope of the
business of Lombard;
(ix) taking or proposing any corporate action or having any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), 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 had any analogous proceedings in any jurisdiction
started or threatened or had any such person appointed;
(x) waiving or compromising any claim;
(xi) entering into or varying or making any offer (which remains
open for acceptance) to enter into or vary the terms of any service agreement
with any director;
(xii) entering into any contract, commitment or arrangement or
passing any resolution in general meeting with respect to or proposing or
announcing any intention to effect or propose any of the transactions, matters
or events referred to in this paragraph;
(xiii) entering into any contract or other transaction otherwise than
in the ordinary course of business;
(xiv) passing any resolution to alter its memorandum or articles of
association;
(xv) entering into or materially varying the terms of any contract
(including service agreements) with any director of Lombard;
(xvi) purchasing, redeeming or repaying or announcing any proposal
to purchase, redeem or repay any of its own shares or other securities or
reduced or made any other change to any part of its share capital; or
(xvii) making or authorising or proposing or announcing an intention
to propose any change in its loan capital;
which in the case of (i) to (xvii) could have a material or adverse effect in
the context of the Offer or the Lombard Group taken as a whole;
(i) following the publication of the Offer Document:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of
Lombard or any member of the Lombard Group having occurred which is material in
the context of the Lombard Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of Lombard or any member of the Lombard
Group or to which Lombard is a party (whether as plaintiff or defendant or
otherwise) and no investigation by any Relevant Authority or other investigative
body against or in respect of Lombard having been threatened, announced,
instituted or remaining outstanding by, against or in respect of Lombard or any
member of the Lombard Group which would or might be likely to have a material
adverse effect on the Lombard Group taken as a whole; and
(iii) no contingent or other liability having arisen or become apparent
to AMT which would or might be reasonably be likely to have a material adverse
effect on the business, assets, financial or trading position or profits of
Lombard or the Lombard Group taken as a whole; and
(j) AMT not having discovered that any financial, business or
other information publicly disclosed at any time by Lombard or any member of the
Lombard Group is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
in any case which has not subsequently been corrected by such disclosure and
which is material in the context of Lombard.
AMT reserves the right to waive all or any of the above conditions (other than
(a) and (c)), in whole or in part. The Offer will lapse unless all the above
conditions are fulfilled or (if capable of waiver) waived or, where appropriate,
determined by AMT to have been or remain satisfied by midnight on the day which
is the twenty first day after the later of the First Closing Date and the date
on which the Offer becomes or is declared unconditional as to acceptances (or
such later date as AMT may, with the consent of the Panel, decide). Provided AMT
shall be under no obligation to waive or treat as fulfilled any condition by a
date earlier than the date specified above for the fulfilment 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.
The Offer will lapse if, before the First Closing Date or the date when the
Offer becomes or is declared unconditional as to acceptances (whichever is the
later) the acquisition of Lombard is referred to the Competition Commission. If
the Offer lapses, it will cease to be capable of further acceptances and persons
accepting the Offer and AMT shall thereupon cease to be bound by acceptances
delivered on or before the date on which the Offer lapses.
The Offer and any acceptances under the Offer will be governed by English law.
APPENDIX II
Information on the Concert Party
1. The Concert Party
The Concert Party comprises existing shareholders in AMT and investors who have
given commitments to subscribe for AMT Preference Shares, conditional upon
completion of the Offer, ("Preference Shareholders") in a vehicle which has been
formed for the purposes of making the Offer, together with other persons acting
in concert with these Investors, comprising certain of the members of PH
Nominees Limited, Simon Stock, Professor Martin Rothman and Alfred Elbrick.
The Concert Party arises because: (a) the Investors, having come together as a
consortium formed for the purposes of making the Offer, are deemed to be acting
in concert; (b) Simon Stock, by virtue of being a director and investor in both
Lion Capital Advisers Limited ("LCA") and Lion Capital Partners PLC ("LCP") and
a director of AMT, is deemed to be acting in concert; (c) Professor Martin
Rothman and Alfred Elbrick, by virtue of having an advisory relationship with
LCA and/or LCP, are deemed to be acting in concert; (d) certain members of PH
Nominees Limited, by virtue of being a nominee account for, inter alia, The Hon.
Rollo Clifford, Alistair Taylor, John Kerslake, Borodino Limited and Christopher
Radmore are deemed to be acting in concert and (e) other members of Lombard
management, comprising Stephen Terry, Anthony Anson, Peter Phillips and Kadem Al
Lamee are deemed to be acting in concert.
a. Founder Shareholders
The Founder Shareholders and their interests in Lombard are set out below:
Loan Stock (# Ordinary % of
nominal) Shares Ordinary
Shares
Camden Partners 2,370,000 - -
Lion Capital Advisers and its associates1 55,000 2,706,477 5.00%
Bank of Scotland 251,550 0.46%
British Linen Advisers - -
1Includes 10,000 units held for Edward Cappabianca, an employee of LCA .
b. Preference Shareholders
The AMT Preference Shareholders, assuming the Offer becomes or is declared
unconditional in all respects but prior to the issue of AMT Shares pursuant to
the Offer and the Subscription Offer, will comprise the following groups: (a)
Camden Partners; (b) directors and employees of LCA and LCP; (c) Other investors
in LCA and/or LCP; (d) directors and employees of Lombard; and (e) Other
Preference Shareholders:
Loan Stock (# Ordinary % of
nominal) Shares Ordinary
Shares
Directors and employees of LCA and LCP
Bermuda Trust Company Limited 573,762 1.06%
Borodino Limited1,2 246,166 0.46%
The Hon. Rollo Clifford2 100,000 -
Paul Loach3 179,155 0.33%
Morgan Ventures Limited - -
Trevor Beyer4 114,286 0.21%
Charles Bathurst - -
Edward Cappabianca - -
John Randolph5 270,000 0.50%
Thomas Keaveney - -
Other investors in LCP and/or LCA
Lace City Limited 286,881 0.53%
Christopher Radmore2 107,000 0.20%
Michael Hutchinson 286,881 0.53%
Howgate International Limited 14,286 0.03%
Andrew Scott 286,881 0.53%
Directors and employees of Lombard
Stephen Terry 25,000 - -
Alistair Taylor2 7,206,622 13.32%
John Kerslake2 57,143 0.11%
Anthony Anson6 3,262,156 6.03%
Peter Phillips 2,312,446 4.27%
Kadem Al Lamee 1,988,744 3.68%
Other Preference Shareholders
Gary Fitzgerald - -
Jim Vandever - -
Alan Brierley - -
Roger Lamberth 5,000 0.01%
1Borodino Limited is a company owned by the Trustees of a family Trust of which
Antony Canning is a potential discretionary beneficiary. Antony Canning is a
director of LCA and LCP and is Chairman of AMT.
2Includes shares held through PH Nominees Limited
3Includes shares held through Logrod Limited.
4Includes shares held through Raiha Properties Limited.
5Includes shares held through Rock Nominees Limited
6Includes shares held through NY Nominees Limited
c. Other persons acting in concert
Shareholding in Lombard
PH Nominees (in its entirety) 1,622,758 3.00%
Simon Stock1 221,428 0.41%
Professor Martin Rothman 20,004 0.04%
Alfred Elbrick 14,286 0.03%
1Includes 200,000 shares held through Pershing Keen Nominees Limited
2. Interests of the Concert Party in AMT
AMT % AMT Preference % AMT Preference %
Ordinary Shares to be Shares
Shares (before received in (before take subscribed at (before take up
acceptances exchange for up of the 2.174p per of the
under the Offer) Loan Stock Subscription share Subscription
Offer Offer
Camden Partners 13,409,906 37.0 59,250,000 26.7 57,511,607 26.0
Lion Capital Advisers1 13,409,912 37.0 4,600,929 2.1
Bank of Scotland 6,286,793 17.3
British Linen Advisers 3,143,396 8.7
Borodino Limited 23,004,643 10.4
Robertson Property 11,502,321 5.2
Development Limited
Woodbourne Nominees 11,502,321 5.2
Limited
Stephen Terry 625,000 0.3 11,502,321 5.2
Alistair Taylor 9,201,857 4.2
Andrew Scott 4,600,929 2.1
Morgan Ventures 4,600,929 2.1
Limited
Gary Fitzgerald 2,300,464 1.0
John Kerslake 2,300,464 1.0
Venture Investment 2,300,464 1.0
Trading Services
Limited
Christopher Radmore 2,300,464 1.0
Elmlea Properties 2,300,464 1.0
Limited
Paul Loach 2,300,464 1.0
Peter Phillips 1,840,371 0.8
Charles Bathurst 1,150,232 0.5
Edward Cappabianca 250,000 0.1 1,150,232 0.5
Howgate International 1,150,232 0.5
Limited
John Randolph 1,150,232 0.5
Alan Brierley 920,186 0.4
Raiha Properties 690,139 0.3
Limited
James Vandever 690,139 0.3
Thomas Keaveney 460,093 0.2
Roger Lamberth 230,046 0.1
Anthony Anson 230,046 0.1
Total 36,250,007 100.0 60,125,000 27.1 161,492,595 72.9
1The AMT Preference Shares ascribed to LCA are unallocated but underwritten by
LCA at the date of this announcement
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Act" or "Companies Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the London Stock Exchange
"AMT" or "Offeror" Advanced Medical Technologies PLC (registered in England and Wales with company
number 4636949)
"AMT Articles" the articles of association of AMT
"AMT Ordinary Shares" ordinary shares of 0.138p each in the share capital of AMT
"AMT Preference Shares" 8% convertible preference shares of 1p each in the share capital of AMT
"AMT Shareholders" holders of AMT Shares
"AMT Shares" AMT Ordinary Shares and AMT Preference Shares
"Anson Option" the Lombard Medical plc Replacement Share Option Plan
"Australia" the Commonwealth of Australia, its states, territories and possessions
"Bank of Scotland" the Governor and Company of the Bank of Scotland
"Bank of Scotland Facility" the overdraft facility of #1.0 million, repayable on demand, that is being
provided by Bank of Scotland and is available to Lombard until 31 January 2004
pursuant to the Facility Agreement
"British Linen Advisers" British Linen Advisers Limited of 8 Frederick's Place, London EC2R 8HY
"Camden Partners" Camden Partners Holdings LLC of Baltimore, Maryland, USA
"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction
and any political sub-division thereof
"City Code" The City Code on Takeovers and Mergers
"Concert Party" the Concert Party for the purposes of the City Code, as set out in Appendix II
"Concert Party Subscription" the conditional commitments to subscribe for 161.5 million AMT Preference Shares
at 2.174p per share from the Concert Party
"Enlarged Group" AMT as enlarged by the acquisition
of Lombard
"Estimate of Value" the estimate of the value of the Offer undertaken by British Linen Advisers as
set out in the Offer Document
"Facility Agreement" the facility agreement entered into between the Bank of Scotland and Lombard
dated 28 April 2003
"First Closing Date" the day falling 21 days after the date of the Offer, as set out in the Offer
Document
"Form" or "Form of Acceptance" the form of acceptance and authority for use in connection with the Offer
accompanying the Offer Document (incorporating the application form in respect
of Subscription Shares under the Subscription Offer)
"Founder Shares" the AMT Ordinary Shares in issue at the date of this Announcement
"Founder Shareholders" Camden Partners, Lion Capital Advisers, Bank of Scotland and British Linen
Advisers, being holders of the Founder Shares
"Independent Directors" Christopher Graham Stainforth and Peter Nigel Gray
"Investors" those investors, excluding Camden Partners and the Management Team, who have
given commitments to subscribe for AMT Preference Shares conditional upon the
Offer becoming or being declared unconditional in all respects
"Japan" Japan, its cities, prefectures, territories and possessions
"Lion Capital Advisers" or "LCA" Lion Capital Advisers Limited
"Lion Capital Partners" or "LCP" Lion Capital Partners PLC
"Loan Stock" the #2,500,000 in nominal amount of unsecured 8 per cent. convertible redeemable
loan notes 2007 of Lombard constituted by a deed dated 22 August 2002
"Lombard" or "the Company" Lombard Medical PLC (registered in England with company number 4039567)
"Lombard Group" Lombard and its subsidiaries
"Lombard Share Option Schemes" the Lombard Medical PLC Approved Share Option Plan, the Lombard Medical PLC
Unapproved Share Option Plan and the Anson Option
"Lombard Shareholders" registered holders of Lombard Shares
"Lombard Shares" the existing issued or unconditionally alloted and fully paid ordinary shares of
10p each in Lombard and any further such shares which are unconditionally
allotted and/or issued and fully paid (or credited as fully paid) whilst the
Offer remains open for acceptance (or such earlier date(s) as AMT may, subject
to the City Code, decide) including Lombard Shares unconditionally allotted or
issued pursuant to the exercise of any options or warrants issued or granted or
subscribed for under the Lombard Share Option Schemes and/or the Warrants
"Management Team" Alistair Taylor, Stephen Terry and John Kerslake
"Nabarro Wells" Nabarro Wells & Co. Limited of Saddlers House, Gutter Lane, London EC2V 6HS
"North American Person" a person whose last address as shown on the register of members of Lombard is in
Canada and/or a United States Person
"Offer" the recommended offer by British Linen Advisers on behalf of AMT to Lombard
Shareholders made on the terms and subject to the conditions set out or referred
to in this announcement and the Form of Acceptance (including, where the context
so requires, any subsequent revision, variation, extension or renewal thereof)
"Offer Document" the document to be despatched on behalf of AMT to Lombard Shareholders
containing and setting out the terms and conditions of the Offer and
incorporating a Prospectus in relation to the Subscription Offer
"Panel" the Panel on Takeovers and Mergers
"Preference Dividend" the dividend payable to holders of AMT Preference Shares as set out in the AMT
Articles
"Prospectus" the Prospectus to be issued pursuant to the Subscription Offer in accordance
with the Public Offers of Securities Regulations 1995
"Qualifying Shareholder" holders of Lombard Shares who accept the Offer and who are not members of the
Concert Party
"Receiving Agents" Northern Registrars Limited
"Stockholders" holders of Loan Stock
"Strategy Review" the strategy review document published by the Company on 22 January 2003
"Subscription" the subscription by Qualifying Shareholders for up to 138.8 million AMT
Preference Shares
"Subscription Offer" the invitation by British Linen Advisers on behalf of AMT to Qualifying
Shareholders subscribe for AMT Preference Shares
"Subscription Shares" up to 138.8 million AMT Preference Shares available for subscription pursuant to
the Subscription Offer
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its possessions or territories, any state of the
United States and the District of Columbia or any area subject to its
jurisdictions or any political sub-division thereof
"US Persons" US Persons as defined by Regulation S of the Securities Act 1933 (as amended) of
the United States
"Warrants" the A, B and C warrants issued by the Company entitling the holders thereof to
subscribe for Lombard Shares at a price of 70p per share (subject to adjustment)
and issued pursuant to warrant instruments dated 13 October 2000, 13 October
2000 and 19 October 2000 respectively
"Wholly Unconditional Date" the date upon which the Offer becomes or is declared wholly unconditional
"subsidiary", "subsidiary undertaking", "associated undertaking" and "
undertaking" have the meanings respectively ascribed to them by the Act,
disregarding for this purpose paragraph 20(1)(b) of Schedule 4A to the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
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