RNS Number:0944S
Patientline PLC
01 March 2007
1 March 2007
PATIENTLINE PLC
Proposed disposal of Patientline BV
Patientline is pleased to announce that, subject to Shareholder approval, it has
agreed to dispose of the entire issued share capital of Patientline BV to
Patientline Holding BV, a company established and controlled by Berk Partners
and the Patientline BV management team.
HIGHLIGHTS
* Conditional agreement to sell Patientline BV for a total value of #8.6 million
* Sale will allow the Company to focus its resources on overcoming the
challenges facing the UK operations
* Net cash proceeds from the sale will be used to reduce debt
Commenting on the disposal, Geoff White, Chairman of Patientline said:
"The Board is delighted to announce the conditional agreement to sell
Patientline BV for a total value of #8.6 million. The net proceeds represent an
attractive multiple of future expected yearly cash flows of Patientline BV. When
the sale is completed, Patientline will be a focused UK business and management
resource will be dedicated to overcoming the challenges facing the UK
operations, including resolving the issue of high incoming call charges with the
Department of Health."
For further information:
Patientline PLC 0845 414 6000
Geoff White, Chairman
Nick Winks, Chief Executive
Phil Dennis, Group Finance Director
Close Brothers Corporate Finance 020 7655 3100
Gareth Davies
Guy Ballantine
Tulchan Communications 020 7353 4200
Andrew Honnor
Stephen Malthouse
Close Brothers Corporate Finance, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Patientline and for no one else in connection with the contents of this
announcement and will not be responsible to anyone other than Patientline for
providing the protections afforded to clients of Close Brothers Corporate
Finance.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy any security, nor shall there be any sale, issuance or transfer of
the securities referred to in any jurisdiction or contravention of applicable
law. Persons who are not resident in the United Kingdom, or who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable legal and regulatory requirements.
This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These statements include statements regarding the
Company's intentions, beliefs or current expectations, concerning among other
things, the Company's result of operations, liquidity, prospects, growth
strategies and the industries in which the Company operates. By their nature
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward looking statements, including: conditions in the market, market position
of the Company, earnings, cash flows, return on capital, anticipated investments
and capital expenditures, changing business or other market conditions and
general economic conditions. These and other factors could adversely affect the
outcome and financial results of the Company and events described herein.
Forward-looking statements contained in this announcement based on these trends
or activities should not be taken as a representation that such trends or
activities will continue in the future.
INTRODUCTION
Patientline is pleased to announce that the Company's subsidiary Hospital
Entertainment Limited has entered into a conditional agreement to sell
Patientline BV to Patientline Holding BV, a newly incorporated acquisition
vehicle owned by Berk Partners and seven members of the management team of
Patientline BV. Under the Sale and Purchase Agreement, which was signed 28
February 2007, Hospital Entertainment Limited has agreed to sell and transfer
all issued and outstanding shares in the capital of Patientline BV to the
Purchaser. In addition, the Company announces its intention to seek a limited
authority from Shareholders to purchase Shares into treasury and sell them out
of treasury without observing the statutory pre-emption rights.
The Disposal, because of its size relative to the Group, is a class 1
transaction under the Listing Rules and is therefore conditional, inter alia,
upon the approval of shareholders. This approval is to be sought at an EGM, the
details of which will be set out in a circular expected to be posted to
Shareholders later today.
INFORMATION ON PATIENTLINE BV
Patientline BV is the Netherlands' leading service provider of hospital
communication and entertainment systems, offering patients bedside access to
telephony, television and radio services. Patientline BV has a considerable
presence, being close to half of the total installed base of such systems,
operating in 55 hospitals across the Netherlands. Of the hospitals which
outsource communication and entertainment systems, the Management Team estimate
Patientline BV has around 80 per cent. of the market.
For the period ended 29 September 2006 and the year ended 31 March 2006, under
IFRS, Patientline BV generated an operating profit of #0.1 million and #1.1
million on turnover of #3.4 million and #6.8 million respectively. The operating
profits stated in this paragraph are after the inclusion of management charges
from other Patientline Group companies of #nil and #0.1 million for the period
ended 29 September 2006 and the year ended 31 March 2006 respectively. As at 29
September 2006 and 31 March 2006, under IFRS, Patientline BV had net operating
assets, excluding intra-Group loan balances, of #5.1 million. As at 29 September
2006 and 31 March 2006 gross assets were #8.2 million and #9.4 million
respectively.
BACKGROUND TO AND REASONS FOR THE DISPOSAL
Following a review of the Patientline BV business and the competitive
environment in which it operates, the Board came to the following conclusions:
* Patientline BV faces a similar set of competitive challenges to those
that are faced by Patientline; in particular, increased usage of mobile
phone technology in hospitals.
* The interests of Shareholders would be best served if management
resources were entirely dedicated to overcoming the challenges facing the
UK operations. The Company's overseas operations have been a distraction to
management resource and it is believed by the Directors that a strategic
repositioning of this resource to focus on the core UK market would be
beneficial.
* The capital expenditure requirements of Patientline BV mean that, before
interest payments it has generated negligible cash for Patientline during
the last two financial years. Management projections indicate that the
business requires ongoing levels of capital expenditure such that the net
consideration that will be received from the Disposal represents an
attractive multiple of future expected yearly cash flows of Patientline BV.
Accordingly, having reviewed the future of the Patientline BV business within
the business model of the Group, the Board concluded that a sale was in the best
interests of Shareholders. The Board appointed Livingstone Guarantee LLP to
carry out a sale of Patientline BV either to a third party or to its Management
Team. Following a wide auction process the Board received a number of
expressions of interest in the business, which concluded with an offer from
Patientline Holding BV. The discussions with Patientline Holding BV culminated
in the Disposal announced today.
It should be noted that during the disposal process the Directors were advised
that Erik Parlevliet, managing director of Patientline BV, was diagnosed with a
very serious illness for which treatment is being received.
PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL
Under the Sale and Purchase Agreement, which was signed 28 February 2007,
Hospital Entertainment Limited, a 100 per cent. subsidiary of Patientline, has
agreed to sell and transfer all issued and outstanding shares in the capital of
Patientline BV to the Purchaser.
The value attributable to Patientline BV on a cash and debt free basis is #8.6
million. At Completion, Patientline expects to receive net proceeds of
approximately #7.6 million. The net proceeds are arrived at after estimated
transaction costs of #0.9 million and a taxation adjustment of #0.1 million. No
taxation charge is anticipated in respect of the Disposal.
The Disposal is conditional, inter alia, on Shareholder approval of the Disposal
and the Related Party Arrangements at the EGM. The Sale and Purchase Agreement
will terminate automatically if this approval is not received.
USE OF PROCEEDS
The expected net proceeds from the Disposal of approximately #7.6 million are
required by the terms of the Group's banking facilities, in the event of a
disposal of this nature, to be applied to reduce indebtedness. However, after
negotiations with the Company's lenders, they have agreed to allow the Company
to retain #0.6 million for working capital purposes and apply the sum of #7.0
million towards the reduction of bank debt, resulting in a permanent reduction
in the Group's banking facilities.
RELATED PARTY ARRANGEMENTS
The Patientline BV business is currently led by its managing director, Erik
Parlevliet. Following Completion, Erik Parlevliet, together with six other
members of the Patientline BV senior management team, will remain with the
disposed business. Erik Parlevliet, along with three other statutory directors
of Patientline BV, are deemed to be related parties under the Listing Rules so
far as their involvement in the Disposal is concerned, since they have been
directors of a subsidiary undertaking of the Company during the 12 months prior
to the date of the Disposal. The nature and extent of the Related Parties'
interests in Patientline Holding BV are as follows:
* Mr Erik Robert Parlevliet has an indirect interest, via Parlevliet
Beheer B.V., of approximately 31 per cent.
* Mr Gustav Charles Arnold Feodor De Vink has an indirect interest, via
AGL Beheer B.V., of approximately 6.82 per cent.
* Mr Leonhard Erhard Bettonviel has an indirect interest, via South Park
Beheer B.V., of approximately 6.82 per cent.
* Mr Johannes Christianus Jacobus Claesen has an indirect interest, via
Baarschot B.V., of approximately 6.82 per cent.
In July 2006, prior to the commencement of the Disposal, the Board agreed the
Incentive Payments to incentivise the Management Team. These payments were
conditional on the Management Team working with the Board to effect a successful
sale of Patientline BV and were in recognition of the additional workload on the
Management Team and inevitable disruption to the business during the process.
Although the initial agreement prohibited the Incentive Payments being made in
the event that the Management Team were buyers of the business, in the heads of
agreement for the Disposal, signed on 15 December 2006, subject to Shareholder
approval of the Disposal, the Board agreed to still make the payments given the
efforts of the Management Team over the intervening period since July 2006. The
Incentive Payments payable to the Related Parties represent a related party
transaction under the Listing Rules and therefore require the approval of
Shareholders. Approval of the Incentive Payments is therefore inter-conditional
on approval of the Disposal, approval for which is being sought at the EGM.
The Incentive Payments are payable in cash on Completion and have been included
in transaction costs of #0.9 million.
As at 28 February 2007, being the latest practicable date prior to the
publication of this announcement, Erik Parlevliet held 818,084 Shares,
representing approximately 0.9 per cent. of Patientline's issued share capital.
None of the other Related Parties hold any Shares in Patientline. Erik
Parlevliet, by virtue of his shareholding in Patientline referred to above and
his position as a director of Patientline BV, is considered to be a related
party under the Listing Rules with respect to the Related Party Arrangements.
Accordingly Erik Parlevliet will abstain from voting at the EGM on the Disposal
and the associated Related Party Arrangements. In addition, in accordance with
the Listing Rules, Erik Parlevliet has taken all reasonable steps to ensure his
associates where relevant will abstain from voting on the Disposal and the
associated Related Party Arrangements at the EGM.
FINANCIAL EFFECTS OF THE DISPOSAL
The Disposal is expected to be earnings dilutive in the current financial year
but, before the write off of goodwill associated with Patientline BV, the
Disposal will result in a profit on disposal of #1.1 million.
The consolidated net liabilities of Patientline as at 29 September 2006 were
#4.6 million. On a pro forma basis, the effect of the Disposal on the Continuing
Group would have been to increase consolidated net liabilities to #6.0 million.
At Completion the Disposal is expected to have a positive cash impact of #7.6
million. There is no taxation charge associated with the Disposal. #7.0 million
of the proceeds will be applied immediately post-Completion to reduce the
Group's indebtedness, with the remaining #0.6 million retained by the Group for
working capital purposes.
AUTHORITIES TO BUY BACK SHARES INTO AND SELL SHARES OUT OF TREASURY
As set out in the interim results statement of 12 December 2006, Patientline
reached an agreement on 11 December 2006 with its banking syndicate for a
revised banking facility in return for a fee arrangement.
In addition to a modified repayment profile whereby substantially all capital
repayments have been deferred until after April 2008, the new facility does not
require any tests of financial covenants, apart from capital expenditure levels,
until 31 March 2008. In return, a fee equivalent to 10 per cent. of the
Company's market capitalisation is payable to the Company's lenders. This fee is
payable at any time prior to 31 March 2008 only at the option of the Company.
Between 31 March 2008 and 31 March 2011 payment of the fee can be demanded at
any time by any of the members of the Company's banking syndicate. If the option
to pay the fee is exercised by the Company prior to 31 March 2008, the fee is
payable only in Shares. If any of the members of the Company's banking syndicate
serves notice for payment of the fee between 31 March 2008 and 31 March 2011 the
Company has the option to settle the fee either in Shares or in cash.
The value of the fee referred to above is to be calculated by reference to the
Company's average market capitalisation for the five days prior to issue of a
notice by any member of the Company's banking syndicate calling for payment of
the fee or, if the fee is settled in Shares at the option of the Company, the
five days prior to the date on which the Company elects to issue the requisite
number of Ordinary Shares in Patientline.
The Board has subsequently considered that, so as to secure maximum future
flexibility in the options available to the Board to settle the fee described
above, it would be advantageous to seek approval from Shareholders at the EGM
for the Company (a) to buy back a maximum of 9,245,383 Shares (being 10 per
cent. of its issued share capital) and (b) to sell any or all of such Shares
which are purchased and held in treasury for cash (which would include
satisfying a liability to the Company's banking syndicate) as if the statutory
pre-emption rights which would otherwise apply did not apply to any such sale.
If Shareholders are willing to grant the Company these powers at the EGM, and if
the Board determined that it would represent the optimum settlement mechanism
for the fee at the relevant time, the Board would instruct the Company's brokers
to go into the market to purchase 9,245,383 Shares at a minimum price of 0.1
pence per Share and a maximum price of 105 per cent. of the average of the
middle market quotations for a Share derived from the London Stock Exchange
Daily Official List for the five business days immediately preceding the date of
purchase. The Board would then hold such Shares in treasury rather than cancel
them and then sell them to its lending banks in discharge of the fee described
above.
Even if these authorities are granted at the EGM the Directors have no present
intention of exercising them. The Directors will not in any event exercise this
authority until, inter alia, the Group's working capital position is such that
it is prudent to do so.
THE CONTINUING GROUP - BUSINESS, STRATEGY AND PROSPECTS
As outlined in the interim results statement of 12 December 2006, Patientline is
a complex and diverse business that faces a number of difficult market and
operational issues, such as the delicacy of charging hospital patients for
services, reduced patient treatment times, closure of wards, the use of mobile
phones and a reluctance on the part of hospitals to invest in its systems
because of budget restrictions. All of these are set against the background of a
negative high profile image.
The Directors believe that the market in which the Continuing Group operates
remains challenging and that the outlook continues to be uncertain.
Since the interim results statement, revenues for the Continuing Group have
experienced a weaker period, partly associated with the seasonal downturn
traditionally witnessed in December. However, the actions taken in the first
half to reduce the cost base for the Continuing Group have helped to partially
offset the effect of lower revenues upon EBITDA.
As widely reported in the press, there has been a concerted effort by many NHS
trusts to reduce bed occupancy in recent months. This is part of the
Government's efforts to bring the NHS into a breakeven position during this
financial year and this, in turn, is believed to have resulted in a lower demand
for Patientline's services.
These continued difficult trading conditions reinforce the Company's
determination to find a solution to the high prices, agreed with Government in
the National Licence of 2001, charged for incoming calls, which are evidently
discouraging friends and family from calling patients in hospitals.
The Directors note the publication on 23 February 2007 of the Patient Power
Review Group report regarding the provision of bedside telecommunications
services to patients. As outlined in the Company's announcement of that date the
Company welcomes the report's recommendation that the Department of Health
should engage in further discussions with service providers to find a solution
to the issue of high incoming call charges. The Board reiterates that every
effort is being made to engage with the Department of Health to discuss
potential solutions.
The Company has commenced with a number of initiatives to help counteract the
negative effects of these difficult trading conditions as follows:
* Operational
- The closure of the loss making US company
- Within the UK operations, each department, each manager, each site and the
majority of employees have been given financial targets which they are
expected to achieve by an agreed date
- Head office staff are required to work within the hospital environment on a
regular basis so that they can appreciate the service that the Company is
offering to its customers and the challenges faced by on site employees
* Income Generation
- Trials of service bundles are being conducted, which would offer customers
unlimited outgoing calls to UK land lines, TV, radio, internet and games for
an inclusive daily payment
- The package that notifies friends and family when a loved one is in hospital
has been improved to encourage them to phone the patient
- An estimated six million patients per annum view the Company's screens and
this is being promoted in an effort to generate advertising revenues
- Working in conjunction with the NHS Institute for Innovation and Improvement,
the Company aims to deliver an introductory video system to system users that
provides them with essential information about their stay and treatment
- The management team of the Company has recognised that the most important part
of the business is the interface with the customer and employees are being
trained to offer a better service and to promote products more effectively
- A performance commission has been introduced to encourage hospital based
employees to sell the Company's services
- Many other opportunities for earning revenue from the Company's systems are
being explored including: electronic meal ordering, translation services and
introducing a web portal
* Cost Reduction
- Head Office employee numbers have been reduced by about 30 per cent. since
March 2006; in addition one complete layer of ineffective management in the
field has been removed
- Low contribution hospitals are being targeted and the Company will consider
withdrawing its services and thereafter would consider re-deploying the
equipment unless a revised commercial arrangement can be reached
- The Company is focussing on ensuring that all equipment and software is
reliable to minimise future repair and maintenance expense
- Procedures within the call centre are being reviewed
- Capital expenditure has been substantially reduced from #14 million in the
financial year ended 31 March 2006 to approximately #4 million in the current
financial year
Notwithstanding all of these initiatives, the extent of the task of turning the
business around should not be underestimated, and the Directors believe that to
fully implement the plan will take at least 18 months.
In addition to the initiatives outlined above, the Directors are preparing a
more fundamental operational plan focussed on reversing the declining revenue
profile.
Following the application of the net disposal proceeds of #7.0 million to pay
down debt, the Company will be left with approximately #80 million of net
borrowings. The Directors believe that this level of debt is unsustainable in
the long-term for Patientline, and therefore intend, alongside negotiations with
the Department of Health, to initiate discussions with the Company's banking
syndicate and others to restructure this debt. The detailed proposals, which
will be dependent on the trials of the operational plan outlined in this
section, will be put to Shareholders at the appropriate time for their approval.
Working Capital
The Company is of the opinion that, after taking into account currently
available bank and other facilities, the Continuing Group does not have
sufficient working capital for its present requirements, that is for at least
twelve months from the date of this announcement.
The Directors have prepared base case financial projections which indicate that
the Company should have sufficient working capital for the next twelve months.
However, in order to be prudent, the Directors have also prepared downward
sensitivities to their base case projections to include increased expenditure on
repairs and maintenance, possible reduced usage of revenue generating services
and fewer active bedside units arising from further ward closures. These
sensitivities reflect the general uncertainties arising from the cutback of
services by the NHS which provide the Directors with reduced visibility of the
Continuing Group's trading performance in the year ahead. Given the inherently
high operational leverage in the Continuing Group, any shortfall in revenues
implied by these sensitivities would result in a broadly equivalent impact on
EBITDA and cash generation.
If all of the downward sensitivities assumed are realised, the Directors believe
that there are a number of mitigating actions that can be taken to reduce the
resultant adverse impact on facility headroom. In the first instance this would
involve a reduction of #0.5 million in the level of discretionary capital
expenditure. Other cost savings include a sustained reduction in repair and
maintenance costs. However, the quantum of these other mitigating actions would
be likely to have a more lasting impact on the Continuing Group's performance
and may prove insufficient to avoid the need for new working capital. The
Directors are therefore obliged to conclude that the Continuing Group does not
have sufficient working capital for the twelve months from the date of this
announcement.
As stated above, on the assumption that their base case projections are
delivered, the Directors do not expect the Continuing Group to breach its
working capital facility limits in the year ahead. However, if some, or all, of
the downward sensitivities are realised, and if mitigating actions are not
sufficient or cannot be implemented in time, the facility will be exceeded, and
based on downside projections, this is expected to occur from September 2007.
The potential quantum of shortfall in working capital, if any, depends on the
Continuing Group's trading over the coming months and on its ability to
positively impact revenues and effect the various mitigating actions. The
Directors currently envisage that the Company may, if the downward sensitivities
assumed are realised, require an additional #2 million in working capital in the
financial year ending 28 March 2008.
As outlined above, the Board has been taking significant steps to manage the
Company's cash flows and the Directors intend to continue to do so to avoid any
breaches of facility limits. However, they acknowledge that forecasting in the
Group's current position is inherently difficult and that financial headroom is
minimal. Thus, there is limited margin to accommodate a sustained deterioration
in trading or other developments that might have an impact on the Continuing
Group in the twelve months following the date of this announcement.
As also outlined above, depending on the outcome of the negotiations with the
Department of Health, the Company intends to initiate discussions with the
Company's banking syndicate and others to restructure its debt. In the event
that the Company were unable to restructure its debt facilities by 31 March 2008
(the first date on which financial covenants, other than capital expenditure,
apply under the current facility agreement), became unable to meet interest or
capital payments on its existing debt facilities as they fell due, or required
additional working capital to continue, then the Company's existing lenders
would be entitled to call for repayment of amounts owed by the Company on
demand. If such a demand were made, the Company would aim to raise further
finance from alternative sources, including by a new issue of Shares to meet
such a demand, although the success of such actions can not be guaranteed.
Shareholders should be aware that their existing holdings in the Company may be
subject to dilution arising as a result of any required issuance, which may have
an adverse impact on Shareholders. As a formal matter, the Company would cease
to trade in the event that such further funding ultimately proved not to be
available.
The Board emphasises to Shareholders that if the resolution to approve the
Disposal is not passed the Disposal cannot proceed and Patientline will be
required to pay wasted transaction costs of approximately #0.45 million.
However, the Directors believe that if the Disposal is not approved and does not
proceed, it would not have a material impact on the working capital position of
the Company as outlined above as, through stringent control of capital
expenditure, cashflow generation from retaining Patientline BV would broadly
compensate for wasted transaction costs and higher interest payments.
Notwithstanding this, the Directors emphasise that the Disposal is a key element
of the Board's plan to reduce the debt of the Group and to refocus the Group on
its UK activities.
As outlined earlier in this announcement, the Directors will not exercise the
authorities sought to buy back shares into and sell shares out of Treasury
unless the Group's working capital position is such that it is prudent to do so.
EXTRAORDINARY GENERAL MEETING
As described above, the Proposals will require approval by Shareholders at the
EGM, the details of which will be set out in a circular expected to be posted to
Shareholders later today.
For further information:
Patientline PLC 0845 414 6000
Geoff White, Chairman
Nick Winks, Chief Executive
Phil Dennis, Group Finance Director
Close Brothers Corporate Finance 020 7655 3100
Gareth Davies
Guy Ballantine
Tulchan Communications 020 7353 4200
Andrew Honnor
Stephen Malthouse
Close Brothers Corporate Finance, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Patientline and for no one else in connection with the contents of this
announcement and will not be responsible to anyone other than Patientline for
providing the protections afforded to clients of Close Brothers Corporate
Finance.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy any security, nor shall there be any sale, issuance or transfer of
the securities referred to in any jurisdiction or contravention of applicable
law. Persons who are not resident in the United Kingdom, or who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable legal and regulatory requirements.
This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These statements include statements regarding the
Company's intentions, beliefs or current expectations, concerning among other
things, the Company's result of operations, liquidity, prospects, growth
strategies and the industries in which the Company operates. By their nature
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward looking statements, including: conditions in the market, market position
of the Company, earnings, cash flows, return on capital, anticipated investments
and capital expenditures, changing business or other market conditions and
general economic conditions. These and other factors could adversely affect the
outcome and financial results of the Company and events described herein.
Forward-looking statements contained in this announcement based on these trends
or activities should not be taken as a representation that such trends or
activities will continue in the future.
DEFINITIONS
The following definitions apply throughout this announcement unless stated
otherwise:
"Board" or "Directors" the Directors of the Company
"Close Brothers Corporate Finance" the corporate finance division of Close
Brothers Group plc
"Completion" completion of the Disposal pursuant to the Sale and Purchase
Agreement
"Completion Date" 28 March 2007 or another date agreed to by the Purchaser and
the Vendor, but not later than 30 March 2007
"Continuing Group" the Company and its subsidiary undertakings (excluding
Patientline BV) following Completion
"Disposal" the proposed disposal of Patientline BV, subject to the terms and
conditions set out in the Sale and Purchase Agreement
"EBITDA" earnings before interest, tax, depreciation and amortisation
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of
the Company, the details of which will be set out in a circular expected to be
posted to Shareholders today
"IFRS" International Financial Reporting Standards
"Incentive Payments" the aggregate payments of #0.28 million to be made to the
Management Team on successful completion of the Disposal
"Listing Rules" the Listing Rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"Management Team" Mr Marc M. Glaser, Ms Bonnie M.J.M. Moonen, Mr Bart C.B.
Doesburg and the Related Parties
"Ofcom" the independent regulator and competition authority for the UK
communications industries
"Patientline BV" or "Patientline BV Group" the assets (including bodies
corporate) and businesses comprising the Dutch division of Patientline
"Patientline" or "Company" Patientline plc
"Patientline Group" or "Group" the Company and its subsidiary undertakings
"Proposals" the Disposal and the Treasury Authority
"Purchaser" Patientline Holding BV, a special purpose vehicle established and
controlled by Berk Partners and the Management Team for the purpose of
acquiring Patientline BV, or an affiliate of such special purpose vehicle (as
defined in the Sale and Purchase Agreement)
"Related Parties'' Mr Erik Robert Parlevliet, Mr Gustav Charles Arnold Feodor de
Vink, Mr Leonhard Erhard Bettonviel and Mr Johannes Christianus Jacobus Claesen
"Related Party Arrangements'' the Incentive Payments and the Disposal
"Sale and Purchase Agreement" the conditional agreement governing the Disposal
"Sale Shares" the entire issued share capital of Patientline BV
"Shareholder" a holder of Shares
"Shareholders" all of the holders of Shares in the Company
"Shares" or "Ordinary Shares" ordinary shares of 5 pence each in the share
capital of the Company
"Treasury Authority" the authority to be sought by the Company at the EGM to buy
back its own shares and then to sell them out of treasury without having to
observe the statutory pre-emption rights
"UK" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" or "UKLA" the Financial Services Authority acting in its
capacity as the competent authority for the purpose of Part VI of the Financial
Services and Markets Act 2000
"Vendor" Hospital Entertainment Limited, a subsidiary of Patientline plc
The figures referred to in this announcement in respect of the total value of
the transaction are converted from Euro to Sterling at an exchange rate of
EUR 1.48 to GBP 1.00
This information is provided by RNS
The company news service from the London Stock Exchange
END
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