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For
Immediate Release 28 June 2000
THE MEDICAL HOUSE PLC
OFFER FOR SUBSCRIPTION TO RAISE UP TO £2.5M
AND
FLOTATION ON AIM
The Medical House PLC ("TMH" or "the Group"),
a group of companies that offers medical information services and
equipment, today announces an Offer for Subscription and proposed
Admission to the Alternative Investment Market ("AIM").
TMH currently operates in two divisions:
The Product Division is focused upon the manufacture of orthopaedic
instruments using in-house computer aided design.
The Information Division licenses medical reference material,
health information and computer aided learning packages in digital
format to other businesses and websites. In addition the Information
Division provides medical professionals, students and other users
with free access to its libraries of medical information and daily
updated medical news through its own websites - www.healthworks.co.uk.
and www.derweb.co.uk.
KEY STRENGTHS
Eurocut has had a nine year unbroken history of profitable trading.
The Group has a strong management team with experience of the
medical sector and the latest technologies associated with operating
in today's marketplace.
The Directors have created a group of companies operating in the
medical sector which can benefit from the advantages of shared
marketing resources together with design and manufacturing expertise.
TMH is building upon the core of traditional business skills which
exist within Eurocut and Creative Medical Design by adopting the
latest technologies made available through the medical information
companies, Healthworks and DERWeb, acquired in the first half
of this year.
OPPORTUNITIES
Content provider
The Information Division has already accumulated a considerable
volume of content. The Directors believe that the distribution
of medical content via the internet has significant advantages
over traditional distribution methods. The key advantage to TMH
is one of cost: once the costs of acquiring the proprietary content,
licence or royalties have been met the costs of storing and distributing
content are relatively low. The advantages to the user include
more timely publication than can be achieved through distribution
of paper books and journals, and the ability to perform database
searches of the available content and remote access to a large
volume of information.
Technological advances
The Directors expect that the introduction of ADSL and other higher
bandwidth technologies will enable content to be accessed and
downloaded much faster than is currently possible and that this
advance will provide an opportunity to both TMH and to its customers.
Digital Secure Patient Records
Under The Johnson Agreement, Medical House Publishing will work
with The Johnson Agency in developing a European market for internet
communications amongst all current paper patient record keepers
such as hospitals, pharmacies, general practitioners and government
agencies, through the use of the product HealthCompass created
by HealthMagic, Inc.
Website development and hosting
Under the Johnson Agreement, Medical House Publishing will work
with The Johnson Agency, to develop a market for website development
services for hospitals and other medical clinics on an exclusive
basis in the EU, using the Sitemaker product created by the MedSeek
Corporation.
OFFER FOR SUBSCRIPTION
The Company is seeking to raise up to £2.15 million (net
of expenses) in an Offer for Subscription to provide further working
capital for the development of its recent acquisitions and to
pursue further acquisitions of complementary businesses in the
medical sector.
BUSINESS - PRODUCT DIVISION
Eurocut manufactures a range of high quality orthopaedic surgical
instruments for an international blue-chip customer base. The
majority of these instruments are employed in hip and knee replacement
surgery. Eurocut also manufactures instruments for use in shoulder,
spinal and trauma surgery.
Eurocut and Creative Medical Design work closely with customers
in the development of orthopaedic instruments and significant
investment has been made in the design services of Creative Medical
Design. The highly developed skills of Creative Medical Design's
experienced operators and its integrated Unigraphics CAD-CAM system
provide the capability to cope with the complexity and sophistication
of Eurocut's products and to add value to Eurocut's customers'
designs. The intellectual property rights remain with customers,
which are some of the world's leading medical supply companies.
Creative Medical Design was incorporated in January 2000 to take
on the role of Eurocut's design department and to allow it some
autonomy to offer a design service, not just to the orthopaedic
sector but to the wider medical industry. However, its principal
purpose will continue to be to provide a design service to Eurocut.
The quality of its products is fundamental to Eurocut's success
owing to the demanding nature of the surgical procedures in which
the instruments are employed. Quality is measured in terms of
design, materials, accuracy of machining and finish; to achieve
this Eurocut has invested substantially in computer controlled
integrated design and machining technology.
The Directors consider that Eurocut is the only supplier of its
type and quality in Europe, and are aware of only one comparable
competitor, in the USA, which is able to supply the quality and
volumes demanded by the global marketplace for orthopaedic instruments.
Eurocut operates from premises in Sheffield and is currently in
the process of applying for planning permission for an extension
on the same site, which would provide space to increase substantially
production capacity. Eurocut employs approximately 75 staff and
has developed its own training scheme to ensure that, as far as
possible, the right skills are available to the business.
The market is well established and demand for orthopaedic devices
is forecast to grow as the average age of the population increases.
The Directors' strategy for Eurocut is two fold; the Directors
intend to continue to seek improvements in production techniques
and efficiency and to take advantage of and increase market share.
BUSINESS - INFORMATION DIVISION
The Information Division aims to become a leading medical information
resource for both the medical profession and the wider medical
industry. TMH formed the Information Division to take advantage
of opportunities identified by the Directors to provide a wide
variety of medical information in digital format, principally
to website operators and training organisations under licence
arrangements, and directly to medical professionals through its
own websites. To date, the Information Division has made two acquisitions
and has obtained rights to publish a wide range of medical content
in a digital format. In addition, these acquisitions have added
vital skills in internet operation and design, provided established
databases of regular site users and, through the staff acquired,
have added considerable depth of experience.
The main focus of this division is to continue to develop its
B2B services; however, the division is committed to continue to
increase the content available directly to medical professionals
via the websites as this provides invaluable profile for the Group
in the medical industry and a database of users.
The Information Division currently comprises three companies:
Medecal, trading as Healthworks, DERWeb and Medical House Publishing.
Healthworks, which operates the website www.healthworks.co.uk,
was established in 1994. The website is a significant source of
medical reference material for a world-wide audience of medical
professionals. The company has a database of registered medical
professional users of some 37,000, including a considerable number
of UK general practitioners and most of the UK medical schools
and universities. Over 40,000 visitors are attracted to the website
every month spending an average of 16 minutes per user session.
Healthworks generates sales from its collection of around 1,000
CD-ROM titles covering a wide variety of medical reference material
from publishers around the world. Steps are being taken towards
distributing this content via online download. This collection
of medical information is now attracting substantial interest
from other medical and health internet website operators, who
are keen to include such information on their own sites in order
to attract visitors.
DERWeb was started in 1994 by a leading academic at the School
of Clinical Dentistry in Sheffield, and has developed from a research
project into a significant dental resource visited by dental professionals
from more than 90 countries around the world. It has direct links
with, and is used by, 18 professional dental societies. DERWeb
is at present less developed commercially than Healthworks, but
it is intended that it will be developed to deliver a comparable
service to the dental community. The Directors believe that the
key strengths of DERWeb are its library of over 2,000 digitally
stored dental images and its profile in the dental community.
The site had approximately 25,000 visits in April 2000.
Medical House Publishing was formed in June 2000 to market and
distribute medical content, software and other services under
the two exclusive agreements which have been signed to date:
Medical House Publishing signed a five year agreement on 1 June
2000 with The Johnson Agency, USA (the "Johnson Agreement")
for medical content and internet based services, under which it
will market and distribute on an exclusive basis, in the EU, certain
content from adam.com, Inc, a leading USA based content provider
of medical and health information products. In addition the Johnson
Agreement gives the right to market and distribute certain services
of HealthMagic, Inc and the MedSeek Corporation which include:
&Mac183; HealthCompass, an internet based personal health management
system that allows consumers to establish a lifelong health record
for themselves and their family members, and provides access to
a variety of interactive applications to help users identify and
manage personal health issues; and
&Mac183; SiteMaker, a website design and hosting technology designed
specifically to meet the needs of hospitals and the wider medical
community.
Medical House Publishing will market computer aided learning (CAL)
products under an exclusive five year licence from The University
of Aberdeen's Medical Faculty CAL Department. Historically, The
University of Aberdeen has developed content in-house and has
produced CAL packages for its students. The medical course material
packages have been redesigned to make them commercially attractive.
The University will continue to retain editorial control over
the content to ensure ongoing integrity of all the course material.
In addition, the Directors are currently in discussion with The
Johnson Agency, USA with a view to selling these CAL packages
in the USA. There are 12 packages currently, including "Child
Development: The First Year", "The Model Patient"
and "Cardiopulmonary Resuscitation (CPR)".
OPPORTUNITIES FOR THE INFORMATION DIVISION
The strategy of the Information Division is to provide a source
of website development services and database driven content to
other websites, and to provide a `one stop shop' for the medical
profession, hospitals, professional societies and medical product
and service providers catering for their reference, information,
study and other requirements:
Content provider
The Information Division has already accumulated a considerable
volume of content:
&Mac183; it has around 1,000 CD-ROM titles available on Healthworks;
&Mac183; an exclusive agreement with The Johnson Agency to distribute
content in the EU from adam.com, most notably adam.com's Illustrated
Health Encyclopaedia, which is regarded in the USA as a leading
internet health reference text;
&Mac183; DERWeb has over 2,000 digitally stored dental images;
and
&Mac183; an exclusive licence with the medical faculty of The
University of Aberdeen for computer aided learning packages.
The Directors believe that the distribution of medical content
via the internet has significant advantages over traditional methods.
The key advantage to The Medical House is one of cost: once the
costs of acquiring the proprietary content, licences or royalties
have been met the costs of storing and distributing content are
relatively low, which requires storage premises and physical delivery.
The advantages to the user include more timely publication than
can be achieved through distribution of paper books and journals,
and the ability to perform database searches of the available
content and remote access to a large volume of information. Discussions
are taking place with a number of blue chip companies and a government
organisation to licence the supply of website content.
Technological advances
Large volumes of data and in particular images can be down loaded
on currently available technology. However, the Directors expect
that the introduction of ADSL and other higher bandwidth technologies
will enable content to be accessed and downloaded much faster
than is currently possible and that this advance will provide
an opportunity to both TMH and its customers.
Higher bandwidth technology is of particular relevance to the
distribution of still images and video images. There is an established
commercial demand for medical images from academics and other
publishers who wish to include such images in their publications.
The Directors anticipate that the introduction of ADSL will enable
video images to be viewed on the internet and this service will
be added to the Healthworks range of products once the technology
is available.
Virtual Medical Communities
A contract has been signed with British Telecommunications PLC
to co-ordinate approximately 1,000 investigators involved in clinical
trials. Healthworks is providing a news service, Medline, its
own `Health on the Internet' database and, importantly, a discussion
group area for interaction and feedback between the participating
pharmaceutical companies and the investigators. The Directors
believe that Healthworks was chosen by British Telecommunications
PLC because of its specialist knowledge and experience.
Digital Secure Patient Records
Under the Johnson Agreement, Medical House Publishing will work
with The Johnson Agency to develop a European market for HealthCompass,
a personal health management tool. The HealthCompass service provides
consumers with online access to their health information from
anywhere in the world and at any time of day. The Directors believe
that there are significant opportunities for these products.
Universities
Discussions are taking place with a number of universities to
place training and course information on the internet and to make
it accessible to students and trainees. Healthworks intends to
create a valuable internet database for medical students. The
Directors view these relations as having a high importance to
the Information Division as universities provide a concentration
of published research and archive material.
Website development and hosting
Under the Johnson Agreement, Medical House Publishing will work
with The Johnson Agency to launch hospital and other medical clinic
website development services in the EU using certain services
of the MedSeek Corporation exclusively licensed to The Johnson
Agency and Medical House Publishing in the EU.
THE OFFER FOR SUBSCRIPTION
Brewin Dolphin is conditionally offering for subscription with
new investors 5,000,000 Offer Shares, as agent for the Company
at 50p per share. The Offer is conditional, inter alia, upon valid
applications having been received for not less than 1,500,000
Offer Shares by 10am on 31 July 2000 or such later date as Brewin
Dolphin and the Directors may agree but in any event not later
than 6 August 2000, and on the Admission of the Ordinary Shares
to trading on AIM by 11 August 2000.
All the Offer Shares will be in registered form and no temporary
documents of title will be issued. The Company will apply for
the Ordinary Shares (both issued and to be issued) to be admitted
to CREST and it is expected that the Ordinary Shares will be so
admitted and accordingly enabled for settlement in CREST on the
date of Admission. It is expected that Admission will become effective
and dealings in the Ordinary Shares will commence on 11 August
2000.
The Offer of 5,000,000 new Ordinary Shares on behalf of the Company
is intended to raise £2,500,000, before expenses. After
the expenses of the Offer and Admission payable by the Company,
estimated in total at £350,000, excluding VAT, the Offer
is expected to raise for the Company approximately £2,150,000
net. The founders of the Company will not be selling shares in
this offer.
TMH intends to use the funds to provide further working capital
for the development of its recent acquisitions and to pursue further
acquisitions of complementary businesses in the medical sector.
Information regarding the offer and the subscription application
procedure is available on two websites, www.themedicalhouse.com,
www.brewindolphin.co.uk and www.issuesdirect.com.
DIRECTORS
Bryan Bodek LLB (aged 47 years) - Non-executive Chairman
Bryan Bodek became chairman of TMH in June 2000. He is also the
managing director of Airline Services Limited, a supplier of aircraft
presentational services to airlines in this country and overseas.
Prior to his joining Airline Services Limited in January 2000
he was the managing partner and head of corporate finance at Kuit
Steinart Levy solicitors, in Manchester, where he has had 20 years
experience advising in corporate transactions. In February 2000
he was appointed a director of Manchester City PLC.
Ian Townsend FCA (aged 45 years) - Chief Executive
Ian Townsend qualified as a Chartered Accountant in 1976 and worked
for KPMG until 1979, when he set up his own practice in Harrogate
and York. In 1986 he formed Townsend Management Consultants Ltd,
specialising in corporate recovery. He became finance director
of Conrad PLC in 1993, and was instrumental in managing the turnaround
of Conrad. He later played a key role in the reversal of Sheffield
United PLC into Conrad, and stayed on the board of Sheffield United
PLC, latterly as chief executive, until November 1998. Ian formed
Eurocut along with Gerry Kemp in 1988 and, until the formation
of TMH, he served as chairman. He became chief executive of TMH
in January 2000.
Gerry Kemp (aged 56 years) - Operations Director
Gerry Kemp trained as a metallurgist at West Yorkshire Foundries
in Leeds. He moved on to Ennore Foundries, Madras, India, where
he commissioned plant and equipment to produce cast iron cylinder
heads. In 1969 he became a sales engineer for Abrafract Ltd, Sheffield,
and in 1980 formed Kemmer Engineering which took over the Abrafract
agency in Yorkshire and the North East. The agency was held until
1997, when Abrafract was taken over. He formed Eurocut in 1988
with Ian Townsend and has been managing director since 1990. He
will continue in this role, bringing his considerable manufacturing
expertise to the Board.
Dr Philip Drury (aged 50 years) - Non-executive Director
Philip Drury studied at the University of Birmingham before moving
in 1972 to the department of Technical Surgery at the University
of Nottingham, where his main work was gastro-intestinal motility.
Following two years in the Departments of Surgery and Physiology
and Pharmacology, Nottingham, in 1975 he moved to the Department
of Medical Physics and Clinical Engineering at the Royal Hallamshire
Hospital in Sheffield. Between 1975 and 1988 he prepared over
90 reports for the DHSS and the Medical Devices Directorate on
equipment evaluation and defect investigations. In 1988 he became
Chief Executive of Biomedical Equipment Evaluation and Services.
In January 1995 he formed his own consultancy business - Philip
Drury Medical Technologies - specialising in medical device technology.
He is also a consultant with Medilink and PA Consulting Group.
He is regularly consulted by European Competent Authorities, including
the UK's own Medical Devices Agency, and brings considerable experience
and expertise to the Board.
OFFER STATISTICS
Offer Price 50p
Number of Offer Shares being offered for subscription 5,000,000
Ordinary Shares in issue immediately following the Offer 50,140,000
Percentage of enlarged issued Ordinary Share capital being offered
for subscription 10 per cent.
Amount, after expenses, being raised for the Company £2.15
million
Market capitalisation at the Offer Price £25 million
Assuming that the Offer will be fully subscribed for the purpose
of the figures quoted in relation to the share capital of the
Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2000
Latest time and date for receipt of completed Priority Application
Forms 3.00pm on 24July
Latest time and date for receipt of completed Application Forms
3.00pm on 31July
Admission effective and dealings in Ordinary Shares expected to
commence 7 August
CREST accounts credited by 7 August
Definitive share certificates despatched by 11 August
If the Offer is fully subscribed before 31 July 2000 or the Offer
is extended, some of these dates may change.
Copies of the Prospectus, which also constitutes an AIM admission
document will be available free of charge to the public during
normal business hours on any weekday except Saturdays and public
holidays from the registered office of the Company and from the
offices of Brewin Dolphin Securities Ltd, 5 Giltspur Street, London
EC1A 9BD from today until the date of Admission. Copies of this
document can be viewed and printed at www.themedicalhouse.co.uk
and www.brewindolphin.co.uk.
- Ends -
For further information, please contact:
The Medical House PLC 0114 261 9011
Ian Townsend, Chief Executive www.themedicalhouse.com
Brewin Dolphin Securities Ltd 0113 241 0130
Mark Brady/Andrew Emmott www.brewindolphin.co.uk
Square Mile Communications 020 7601 1000
Mike Wort/Georgina Briscoe info@sq-mile.com
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