HCEG Healthcare Ent.

RNS Number:3211F
Healthcare Enterprise Group PLC
17 November 2004



Healthcare Enterprise Group PLC


Acquisition of Crest Medical from UniChem Ltd



Healthcare Enterprise Group PLC ("HCEG" or the "Company"), the healthcare
products and services company, today announces the conditional acquisition of
the entire issued share capital of Crest Medical Limited ("Crest") from UniChem
Limited, a wholly-owned subsidiary of Alliance UniChem Plc.  The initial
consideration is an upfront payment of #4.5 million in HCEG shares with
additional payments of up to #3 million payable in shares or cash depending on
the future performance of the business. A term of the acquisition is that
certain existing indebtedness of Crest to Unichem will be repaid within an
agreed timeframe. HCEG has also executed a three-year supply contract to UniChem
Limited as part of the transaction.


Crest provides first aid and medical product supplies to the occupational
healthcare and first aid market in the UK. The top 40 customers accounted for
approximately 80% of Crest's sales.  Approximately 25% of the sales for the year
ended 31st December 2003 was first aid kits with the remainder being a range of
other medical products including eye care products, dressings and certain
pharmaceuticals.  Crest had sales of just over #7 million, gross profits of #1.9
million and an operating loss of #0.2 million for the year ended 31st December
2003.  As at this date, Crest had net assets of approximately #1 million.


On completion of the transaction HCEG will integrate the Crest business into its
own occupational health and first aid business.  The management of HCEG consider
that there is the potential to achieve economies of scale in cross-selling
opportunities, improved purchasing power and central cost savings.  The combined
business will have a significant share of the relevant markets in the UK with a
blue chip customer base including over 65 of the FTSE 100 companies.


The initial consideration for the transaction will be paid as #4.5 million in
ordinary shares of 0.1p each in the capital of HCEG ("Ordinary Shares"), which
are the subject of a vendor placing by Numis Securities Limited ("Numis").  The
performance-related payments will be paid in cash or shares subject to specific
commercial milestones being met.


Under the vendor placing, Numis has today conditionally placed 230,769,230
Ordinary Shares on behalf of UniChem Ltd with several UK institutional investors
at a subscription price of 1.95p per share. In addition, Numis has conditionally
placed a further 290,000,000 Ordinary Shares on behalf of HCEG raising
#5,655,000 to fund working capital, product development and the expenses of the
transaction (together the "Placing")   The Placing and the completion of the
acquisition of Crest is subject to the placing agreement between, inter alios,
Numis and the Company becoming unconditional and not being terminated on or
before 26 November 2004.  The Placing shares will rank pari passu in all
respects with the existing Ordinary Shares in issue.  Application has been made
for the Placing shares to be admitted to trading on AIM and it is expected that
dealings in the Placing shares will commence on 19 November 2004.


Please refer to the Company's interim financial results that have been released
separately today.


Stuart Bruck, Chairman, Healthcare Enterprise Group PLC, commented:


"Our stated aim is to become a leading provider of occupational healthcare and
first aid products in the UK.  We identified this area as being fragmented with
significant consolidation opportunities.  We entered this marketplace a little
over a year ago with the acquisitions of Safa Group and IPS followed by First
AID UK five months ago. Today's purchase of Crest establishes the group squarely
in this niche area as leader.


"HCEG should achieve short term integration benefits from the acquisition, but
strategically the benefits are much deeper. Our platform provides considerable
business development opportunities through widened ranges of products and
services, an enlarged customer base within the UK and a springboard to penetrate
Europe and the USA."


                                                               17 November 2004



Enquiries:


Healthcare Enterprise Group PLC                   Tel: 020 7351 7500
Stuart Bruck, Executive Chairman

College Hill                                      Tel: 020 7457 2020
Nicholas Nelson                          
Corinna Dorward





                      This information is provided by RNS
            The company news service from the London Stock Exchange
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