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RNS Number:8025E
Pearl Street Holdings PLC
03 November 2004
FOR IMMEDIATE RELEASE 3 November 2004
Pearl Street Holdings plc
("Pearl Street" or the "Company")
Financing of health services company and placing for cash
The Board of the Company announces that on 2 November 2004 it entered into an
agreement (the "Agreement") pursuant to which it has agreed to provide a loan of
up to #600,000 by way of unsecured convertible loan notes (the "CULs") in The
Health Group Limited (Health Group").
Health Group has traded since February 2002 and operates from premises in
Bracknell, Surrey. The company's activities include the provision of tailor-made
private healthcare packages to both corporate and individual clients. Health
Group arranges private healthcare of UK and international patients who pay for
operations on a private basis, under the brand of YourHealth+. The health
services covered by Health Group include consultants' fees, post operative care
and accommodation for self pay treatment. Private individual membership costs
#30 per annum or #55 per annum for a family with three children. The Health
Group also intends to launch a corporate health services product later this
month that will provide a fixed price tailor-made health services package.
Further details will be announced in due course. In the period ended 30 June
2004, Health Group's un-audited management accounts show that the company made
sales of approximately #213,000 and a loss before taxation of 760,000. Net
liabilities as at 30 June 2004 were #250,000.
The CULs carry a coupon of 5.0 per cent. payable semi-annually and are
unsecured. The CULs may be converted by the Company into up to 37.5 per cent. of
the share capital of Health Group. The conversion by the Company of the CULs
would constitute a reverse take-over pursuant to the AIM rules and would
therefore be subject to shareholder approval at that time. Unless otherwise
converted by the Company, the CULs are repayable in whole on 30 April 2007. The
CULs are not transferable. Health Group and the Directors of Health Group have
given certain warranties to the Company regarding the business affairs of Health
Group. On completion, Health Group drew down #300,000 and issued an equivalent
number of CULs to Pearl Street. Further tranches of #100,000 will be drawn down
by Health Group, and CULs issued accordingly, in December 2004, January 2005 and
February 2005.
In addition to the financing described above, the existing loans provided by the
directors of Health Group to Health Group of #196,000 (the "Directors Loan
Account") has been assigned to Pearl Street and converted into ordinary shares
in Health Group, such that, at the date hereof, Pearl Street owns 12.49 per
cent. of Health Group's issued ordinary share capital. The consideration paid by
Pearl Street to the Health Group directors for the purchase of the Directors
Loan Account has been satisfied by the issue of 2,613,333 new Pearl Street
ordinary shares of 1p each ("Ordinary Shares") which, at the mid market price of
7.5p per Ordinary Share as at the close of business on 2 November 2004, were
valued at #196,000.
Pearl Street has also taken an option over all the outstanding ordinary shares
in Health Group that it does not already own, exercisable at any time up until
30 April 2007 (the "Option"). The Option allows Pearl Street to acquire the
entire issued share capital of Health Group based on a formula of 6 times the
average annual pre-tax profits of Health Group for the 2 years ending 31
December 2006. The consideration would be satisfied by the issue of new Pearl
Street Ordinary Shares to the shareholders of Health Group at the then mid
market price or 7.5p, whichever is the higher.
Vince Nicholls, Finance Director, of Pearl Street commented:
"This is a major strategy decision for the future of Pearl Street in the
provision of various high margin healthcare services."
Pearl Street has also today issued 2,416,807 new Ordinary Shares to raise
#129,942.54. Application will be made for the new Ordinary Shares to be admitted
to trading on AIM.
-ENDS-
Enquiries:
Vince Nicholls Felicity Geidt Justine Howarth
Pearl Street Beaumont Cornish Limited Parkgreen Communications
t: 07767 420 160 t: 020 7628 3396 t: 020 7493 3713
This information is provided by RNS
The company news service from the London Stock Exchange
YourHealth+ is the high margin healthcare services.