NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

28 June 2012

RECOMMENDED CASH OFFER

for

GENERAL MEDICAL CLINICS PLC

by

ST MARTINS HEALTHCARE LIMITED

1.       Introduction

The directors of St Martins Healthcare Limited ("St Martins Healthcare") and General Medical Clinics plc ("GenMed") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by St Martins Healthcare for the entire issued and to be issued share capital of GenMed (the "Offer").

2.       The Offer

The Offer, which will be made on the terms and subject to the conditions set out or referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document and, in the case of certificated GenMed Shares, in the Form of Acceptance, will be made on the following basis:

for each GenMed Share                                    22 pence in cash

On the basis set out in Appendix II, the Offer values the entire existing issued share capital of GenMed at approximately £3.66 million.

The Offer Price represents a premium of 76 per cent. to the Closing Price of 12.5 pence per GenMed Share on 27 June 2012 being the last Business Day prior to the date of this announcement.

The GenMed Shares to which the Offer relates will be acquired by St Martins Healthcare fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including, without limitation, all voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

The Offer will extend to all GenMed Shares in issue or unconditionally allotted fully paid (or credited as fully paid) on the date on which the Offer is made and to any further GenMed Shares unconditionally allotted or issued fully paid (or credited as fully paid) while the Offer remains open for acceptance (or until such earlier date as St Martins Healthcare may, subject to the Code or with the consent of the Panel, determine).

The Offer Document containing the full terms and the conditions of the Offer will be posted to GenMed Shareholders and (for information only) to holders of options over GenMed Shares, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, as soon as practicable and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

3.       Irrevocable undertakings

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

4.       Information relating to St Martins Healthcare and HCA Holdings, Inc.

St Martins Healthcare

St Martins Healthcare is a private company limited by shares incorporated and registered in England and Wales with registered no. 00391560 and is a member of the HCA Group. 

In the UK, the HCA Group is a provider of healthcare services and the largest private hospital group in London, with six private hospitals - The Harley Street Clinic, The Lister Hospital, The London Bridge Hospital, The Portland Hospital, The Princess Grace Hospital and The Wellington Hospital.  The HCA Group also operates the HCA Laboratories and has an expanding joint ventures division partnering with leading NHS Foundation Trusts.

The St Martins Healthcare Directors are Michael Thomas Neeb (Chief Executive Officer), James Mark Petkas, John Mozart Franck and Jasy Loyal.

HCA Holdings, Inc.

HCA Holdings, Inc. is one of the leading providers of healthcare services in the United States.  With headquarters in Nashville, Tennessee, its operations include (as at 31 March 2012) 164 hospitals and 109 freestanding surgery centres throughout the US and in England. 

The shares of common stock of HCA Holdings, Inc. are publicly traded on the New York Stock Exchange following its initial public offering in March 2011 which was preceded by a period of ownership by a private investor group. Currently a corporation, Hercules Holding II, LLC, holds approximately 62 per cent. of the common stock of HCA Holdings, Inc. Hercules Holding II, LLC is held by a group consisting of major private equity investors (or their affiliates or funds they sponsor) and other investors.  Further details concerning Hercules Holdings II, LLC and the private investor group will be set out in the Offer Document.

For the year ended 31 December 2011, HCA Holdings, Inc. reported consolidated revenues of approximately US$29.7 billion.

The two executive directors of HCA Holdings, Inc. are Richard M. Bracken (Chairman & Chief Executive) and R. Milton Johnson (President, Chief Financial Officer & Director).

Further information concerning the HCA Group will be set out in the Offer Document.

5.       Information relating to GenMed

GenMed was established in 1998 as a provider of primary care medical services in the City of London, and provides general practice, health screening services, occupational health programmes, physiotherapy, and nurse-led functions such as travel vaccinations.  In 2004, GenMed acquired Finsbury Medical Centre and in 2005 it won a five year contract from the Department of Health to run an NHS walk-in centre at Liverpool Street Station. The ordinary shares in the capital of GenMed were admitted to trading on the PLUS-quoted market in 2006.

In 2010, on expiry of the Department of Health contract, the Liverpool Street Station clinic reverted to a private clinic.

In 2011, GenMed acquired five additional clinics from the joint administrators of MediCentres (UK) Limited and now operates ten clinics in the City of London, West End and Waterloo.

The GenMed Group's clients are both corporate organisations, which pay annual subscriptions to enable their staff to obtain primary medical services as required, and individual patients, who pay on a per appointment basis.

Following the expiry of the Department of Health contract in December 2010, the GenMed Group has not been able to achieve the level of turnover and profitability from the Liverpool Street Station clinic that it had achieved when it was operating as an NHS walk-in centre.

The acquisition of MediCentres (UK) Limited's clinics has increased the GenMed Group's level of turnover.  The necessary integration process has taken time to achieve. However, the benefits of the acquisition are now beginning to be felt.

The GenMed Directors are Harry Abraham Hyman (Non-Executive Chairman), Jerry Peter Appleyard (Chief Executive Officer), Dr Clive Wilson Forman (Medical Director), Bernard Noel David Kelly (Non-Executive Director) and Dr. Peter Michael Paul (Non-Executive Director).

6.       Current trading and prospects of GenMed

On 29 February 2012, GenMed announced its interim results for the six months ended 30 November 2011 reporting a loss before and after taxation for the period of £288,945.

The GenMed 2011 Interim Results included the following outlook statement:-

"GenMed continues to be a well-established company with a high retention of annual contracts producing recurring revenues. With the acquisition of MediCentres, we have now grown the number of clinics offering our services and can now reach a larger patient group. We consider that our business model has been significantly enhanced to meet the challenges in the health market over the coming months.

The company will remain focused on delivering bottom line profit by sales growth and tight cost control from the acquisition before embarking on further projects.

The company will continue to drive sales into Baker Street and the walk-in centre as well as introducing new services into the MediCentre and GenMed clinics. In these unstable economic times, when clients are more cost conscious, it is important that the company continues to enhance and cross sell the services into our existing clients."

In the period since then, the economic environment has remained uncertain and the GenMed Group's clients remain cost conscious.

7.       Background to and reasons for the Offer

The UK is an important international market for HCA Holdings, Inc.

The HCA Group in the UK currently provides both hospital and non-hospital based healthcare services, with employees of corporate customers forming an important customer segment.  St Martins Healthcare believes that the ability to provide additional locations and services to existing customers of both St Martins Healthcare and GenMed will enhance the experience of those existing as well as new customers. In addition, the ability to provide financial and other resources available to members of HCA Group will further ensure that the services provided by GenMed will be at the highest level of consistency and clinical excellence in the future.

8.       Recommendation

The GenMed Directors, who have been so advised by St Helens Capital (as independent adviser for the purposes of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable.  In providing its advice to the GenMed Directors, St Helens Capital has taken into account the commercial assessments of the GenMed Directors. Accordingly, the GenMed Directors unanimously recommend GenMed Shareholders to accept the Offer as they have irrevocably undertaken to do in respect of their own beneficial interests amounting, in aggregate, to 2,506,645 GenMed Shares (representing approximately 15.07 per cent of the issued share capital of GenMed).

In giving its advice, St Helens Capital is advising the GenMed Directors in relation to the Offer and is not acting for any GenMed Director in his personal capacity or for any GenMed Shareholder.  St Helens Capital will not be responsible to any such person for providing the protections afforded to its customers or for advising any such person in relation to the Offer.  In particular, St Helens Capital will not owe any duties or responsibilities to any particular GenMed Shareholder concerning the Offer.

9.      Background to and reasons for the recommendation of the GenMed Directors

The Offer price of 22p per share represents a premium of 76 per cent. over the share price of 12.5 pence per share on 27 June 2012 being the last Business Day prior to the date of this announcement.

GenMed has had a long co-operative clinical relationship with the HCA Group, the parent company of St Martins Healthcare. Many of the referrals by GenMed's general practitioners for secondary (hospital) treatment are made to The London Bridge Hospital, a hospital owned by the HCA Group.

The GenMed Directors consider that a closer relationship between the HCA Group and GenMed will benefit the business of GenMed and its employees.

In addition to the benefits of the closer working relationship with the HCA Group, the GenMed Directors also bear in mind the potential greater ability of the GenMed business to grow with the benefit of the resources of such a substantial group as the HCA Group.  In the absence of the Offer, the GenMed Board believes that GenMed would require additional funding to increase GenMed's market share. In the current economic climate, there can be no certainty that such additional funds could be raised or that such funds could be raised without materially diluting the interests of GenMed's existing shareholders.

These are important factors in the current market conditions, where the GenMed Board expects existing constraints on spending by corporate and individual customers to continue and to impact on GenMed's own performance.

10.     GenMed's Directors, management, employees and locations of GenMed

The St Martins Healthcare Directors have discussed with the GenMed Directors, St Martins Healthcare's plans for GenMed's management and employees within the Enlarged Group.  St Martins Healthcare has given assurances that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of the GenMed Group will be safeguarded.

St Martins Healthcare does not currently have any plans to make any material change to the terms and conditions of employment of the management and employees of GenMed and its subsidiaries.

St Martins Healthcare plans to work with the GenMed management team to develop and integrate the GenMed business within the existing HCA Group. The GenMed Board and the St Martins Healthcare Board both believe that there will be opportunities for GenMed employees to develop their careers within the broader framework of the Enlarged Group. In due course, St Martins Healthcare expects to review the Enlarged Group's operations and it may then be desirable to make operational changes to maximise efficiency and effectiveness.

Each of the Directors of GenMed has agreed to resign from office as a director of GenMed conditional upon, and with effect from, the Offer becoming or being declared unconditional in all respects, without payment of compensation or any other termination payment.  Jerry Appleyard (Chief Executive Officer) and Dr Clive Forman (Medical Director) have agreed to enter into new employment agreements with GenMed with effect from the Offer becoming or being declared unconditional in all respects (principally to recognise that they will no longer hold office as directors of GenMed), further details of which will be set out in the Offer Document.

St Martins Healthcare has advised the GenMed Board that whilst it has no current intention to change the location of GenMed's operational places of business or to redeploy the fixed assets of the GenMed Group, it intends to carry out a strategic review of these locations following the Offer becoming or being declared unconditional in all respects.

11.     GenMed Share Options

The Offer extends to any GenMed Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier time and/or date as St Martins Healthcare may, subject to the Code and/or with the consent of the Panel, determine, but not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances) on the exercise of GenMed Share Options.

The Offer Price is less than the exercise price of all outstanding GenMed Share Options granted under the GenMed Share Scheme.  Accordingly, if the GenMed Option Holders were to exercise their GenMed Share Options, the amount they would receive for their resulting GenMed Shares when they are acquired by St Martins Healthcare would be less than the amount which they would have to pay to exercise the GenMed Share Options.  It is therefore expected that GenMed Option Holders will not choose to exercise their GenMed Share Options and that they will lapse, in accordance with their terms, at the end of the period of 6 months from the date on which the Offer becomes or is declared unconditional in all respects or, if earlier, at the end of the period during which St Martins Healthcare may, to the extent that it becomes entitled to, exercise its rights pursuant to sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any remaining GenMed Shares to which the Offer relates on the same terms as the Offer.

The GenMed Directors, who have been so advised by St Helens Capital (as independent adviser for the purposes of Rule 3 of the Code), consider the proposal by St Martins Healthcare to extend the Offer to any GenMed Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance on the exercise of the GenMed Share Options (as described in more detail above) to be fair and reasonable in the context of the Offer.

12.     Financing of the Offer and Cash Confirmation

The aggregate cash consideration payable by St Martins Healthcare under the terms of the Offer for the GenMed Shares will be funded from St Martins Healthcare's existing financial resources.

Herax Partners, financial adviser to St Martins Healthcare, is satisfied that sufficient financial resources are available to St Martins Healthcare to satisfy in full the aggregate cash consideration payable to GenMed Shareholders under the terms of the Offer.

13.     Offer-related arrangements

On 11 February 2011, HCA International Limited and GenMed entered into a confidentiality agreement (the "Confidentiality Agreement") in connection with a possible transaction between them regarding GenMed's business, including but not limited to a possible takeover offer or purchase of GenMed's assets (a "Transaction"). The Confidentiality Agreement included reciprocal customary confidentiality obligations in relation to confidential information supplied by each party and/or its advisers to the other party and/or its advisers, including that any such confidential information would only be disclosed by the recipient party to persons of that recipient party who are involved in the evaluation of such party's decision as to whether to enter into a Transaction.

14.     Disclosures of interests

St Martins Healthcare confirms that it has no holding of GenMed Shares that is required to be disclosed by it under Rule 8.1(a) of the Code, other than pursuant to the irrevocable undertakings referred to in paragraph 3 above and in Appendix III to this announcement.

As at the close of business on 27June 2012, being the last practicable date prior to the publication of this announcement, save for irrevocable undertakings referred to in paragraph 3 above and in Appendix III to this announcement, neither St Martins Healthcare nor any of the St Martins Healthcare Directors nor, so far as the St Martins Healthcare Directors are aware, any person acting, or deemed to be acting, in concert with St Martins Healthcare:-

-         had an interest in, or right to subscribe for, relevant securities of GenMed;

-         had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of GenMed;

-         had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of GenMed; or

-         had borrowed or lent any GenMed Shares.

Furthermore, no arrangement exists with St Martins Healthcare or any person acting in concert with St Martins Healthcare in relation to GenMed Shares.  For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to GenMed Shares which may be an inducement to deal or refrain from dealing in such securities.

15.     Compulsory acquisition, cancellation of PLUS admission and re-registration

If St Martins Healthcare receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the GenMed Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by GenMed Shares), St Martins Healthcare currently intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any remaining GenMed Shares to which the Offer relates on the same terms as the Offer.

Furthermore, if the Offer becomes, or is declared, wholly unconditional, and St Martins Healthcare receives sufficient acceptances from GenMed Shareholders, and/or otherwise acquires sufficient GenMed Shares, to take its shareholding to 75 per cent. or more of the GenMed Shares, St Martins Healthcare intends to procure the making of an application by GenMed to PLUS-SX for the cancellation of the admission of the GenMed Shares to trading on the PLUS-quoted market. It is anticipated that, subject to any applicable requirements of PLUS-SX, such cancellation will take effect no earlier than 10 Business Days after the date on which St Martins Healthcare receives sufficient acceptances from GenMed Shareholders, and/or otherwise acquires sufficient GenMed Shares, to take its shareholding to 75 per cent. or more.

It is further proposed that following the Offer becoming, or being declared, wholly unconditional as to acceptances and after the GenMed Shares are no longer admitted to trading on the PLUS-quoted market, GenMed will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Cancellation of the admission of GenMed Shares to trading on the PLUS-quoted market and re-registration of GenMed as a private limited company will significantly reduce the liquidity and marketability of any GenMed Shares not assented to the Offer at that time and the value of any such GenMed Shares may be affected as a consequence.

16.     Anticipated timetable

St Martins Healthcare will dispatch the Offer Document and Form of Acceptance to GenMed Shareholders (other than to certain overseas GenMed Shareholders) as soon as practicable and, in any event, within 28 days of the date of this announcement (unless agreed otherwise with the Panel).

17.     Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Herax Partners' website at http://www.heraxpartners.com and on GenMed's website at http://www.genmed.org.uk/ by no later than 12.00 noon on 29 June 2012 (being the day following the date of this announcement) until the end of the Offer Period:-

-         this announcement;

-         the irrevocable undertakings referred to in paragraph 3 above; and

-         the Confidentiality Agreement referred to in paragraph 13 above.

18.     Responsibility

The GenMed Directors accept responsibility for all the information contained in this announcement relating to themselves and members of their immediate families, related trusts and persons connected with them, and to GenMed. To the best of the knowledge and belief of the GenMed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The St Martins Healthcare Directors and the Relevant HCA Holdings, Inc. Directors accept responsibility for all of the information contained in this announcement other than the information for which the GenMed Directors accept responsibility as stated above. To the best of the knowledge and belief of the St Martins Healthcare Directors and the Relevant HCA Holdings, Inc. Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

19.     Consents

St Helens Capital, the independent adviser to the GenMed Board for the purposes of Rule 3 of the Code, has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name and its advice in the form and context in which they appear.

Herax Partners, financialadviser to St Martins Healthcare, has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which they appear.

20.     Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, GenMed confirms that it has 16,636,190 ordinary shares of 5 pence each in issue and admitted to trading on the PLUS-quoted market of PLUS-SX.  The ISIN reference for these securities is GB00B1LD2D14.

21.     General

The Offer Document, containing the full terms of the Offer and the procedures to be followed by GenMed Shareholders to accept the Offer, will be posted to GenMed Shareholders, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, as soon as practicable and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

The conditions to and certain further terms of the Offer are set out in Appendix I and will also be set out in full in the Offer Document and, in the case of certificated GenMed Shares, in the Form of Acceptance. Appendix II sets out the bases and sources of certain financial information used in this announcement. Appendix III sets out a summary of the terms of the irrevocable undertakings St Martins Healthcare has received to accept, or procure the acceptance of, the Offer from certain GenMed Shareholders. Appendix IV contains the definitions of certain terms used in this announcement.

This announcement has been prepared for the purposes of complying with English law, the Code and the PLUS Market Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Further information in relation to Overseas Shareholders will be set out in the Offer Document.

Enquiries:

Herax Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to St Martins Healthcare and no-one else in connection with the Offer and will not be responsible to anyone other than St Martins Healthcare for providing the protections afforded to clients of Herax Partners or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Herax Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Herax Partners in connection with this announcement, any statement contained herein or otherwise.

St Helens Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to GenMed and no-one else in connection with the Offer and will not be responsible to anyone other than GenMed for providing the protections afforded to clients of St Helens Capital or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither St Helens Capital nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of St Helens Capital in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase GenMed Shares or any other securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document, which will contain the full terms and conditions of the Offer (including details of how to accept the Offer). Any acceptance in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. GenMed Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been received.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.  Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of GenMed or the GenMed Group or St Martins Healthcare or the HCA Group except where otherwise stated.

Overseas shareholders

The distribution of this announcement and availability of the Offer to persons not resident in, nor citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements of any such relevant jurisdiction. This announcement has been prepared for the purposes of complying with English law, the Code and the PLUS Market Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intend to, forward this announcement, the Offer Document and/or any Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before doing so.

Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved this announcement or any of the proposals described in this announcement.

The Offer will not be made, directly or indirectly, in, into, or from the United States, Canada, Australia, South Africa or Japan, or by the use of the mails of, or by any means of instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of the United States, or in, into or from Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction. Accordingly, this announcement is not being, and should not be, directly or indirectly mailed, transmitted or otherwise distributed or sent, in whole or in part, in or into or from the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction.

Cautionary statement regarding forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements' concerning GenMed or St Martins Healthcare. Generally, the words 'anticipate', 'believe', 'continue', 'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project', 'should' and 'will' or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as changes in general economic and business conditions, changes in currency exchange rates and interest rates, new exchange rates and interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should not be placed on such statements. Neither GenMed nor St Martins Healthcare nor any of their respective affiliates undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Market purchases

In accordance with normal UK market practice, St Martins Healthcare or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, GenMed Shares outside the United States, other than pursuant to the Offer prior to the Offer becoming or being declared unconditional in all respects. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the United Kingdom.

Information relating to GenMed Shareholders and GenMed Option Holders

GenMed Shareholders and GenMed Option Holders should be aware that addresses, electronic addresses and certain information provided by GenMed Shareholders and other relevant persons for the receipt of communications from GenMed may be provided to St Martins Healthcare during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on websites

A copy of this announcement along with the other documents listed in paragraph 17 of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Herax Partners' website at http://www.heraxpartners.com  and on GenMed's website at http://www.genmed.org.uk/ by no later than 12:00 noon on the business day following the date of this announcement and during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.