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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
--------------
Selfcare, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
00081631R1
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(CUSIP Number)
Thomas J. Murphy
Enviromed plc
5th Floor North, Mercury House
195 Knightsbridge
London SW7 1YE
tel: (+44 171) 838-1002
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 28, 1996
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
Check the following box if a fee is being paid with the statement. [X]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eastcourt Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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7 SOLE VOTING POWER
0
NUMBER OF
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 389,311
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 389,311
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,311
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 3 of 11 Pages
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Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.001 per share
(the "Common Stock"), of Selfcare, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 200 Prospect
Street, Waltham, Massachusetts, 02154.
Item 2. Identity and Background
This statement is being filed on behalf of Eastcourt Limited
("Eastcourt"). In addition, pursuant to Instruction C, information is provided
herein with respect to Enviromed plc ("Enviromed"), which may be deemed to
control Eastcourt, and the directors and executive officers of Eastcourt and
Enviromed.
In addition, Trinity Biotech plc ("Trinity") and Trinity's wholly-
owned subsidiary, Flambelle Limited, may be deemed to share control of Eastcourt
with Enviromed. Therefore, certain information has been included herein with
respect to Trinity and Flambelle. All information included herein with respect
to Trinity and Flambelle is based on Eastcourt's current information and belief.
Trinity and Flambelle have advised Eastcourt that they will be filing a separate
Schedule 13D (the "Trinity 13D") on or about the date hereof which should be
consulted for further information.
Enviromed has advised Eastcourt that, if required, Enviromed will File a
Schedule 13G with respect to Enviromed's interest in the Shares.
(1) Eastcourt Limited
Eastcourt is incorporated in England and Wales (registered no. 3234996).
Eastcourt's principal business is the holding of Shares of the Company,
and the address of its principal office and business is:
Chichester House
278-282 High Holborn
London WC1V 7HA.
Eastcourt Limited has not during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to any civil proceeding resulting in its
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state (or any foreign) securities laws or finding any violations with
respect to such laws.
Attached as Schedule A and incorporated by reference herein is a table
setting forth the name, business address, present principal occupation
and employer, and citizenship of each person who is a director or
executive officer of Eastcourt. None of the persons listed on Schedule A
has during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to
any civil proceeding resulting in its being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 4 of 11 Pages
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subject to, U.S. federal or state (or any foreign) securities laws or
finding any violations with respect to such laws.
The outstanding shares of Eastcourt are owned in equal proportions by
Enviromed and Flambelle.
(2) Enviromed plc
Enviromed is incorporated in England and Wales (registered no. 2815159).
Its principal business is to develop, manufacture and market
technologically advanced chemical and biochemical monitoring and
diagnostic products and to develop, manufacture and market enzymes and
biochemicals. The address of Enviromed's principal office and business
is:
5th Floor North, Mercury House
195 Knightsbridge
London SW7 1YE
England.
Enviromed has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been
a party to any civil proceeding resulting in its being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Attached as Schedule B and incorporated by reference herein is a table
setting forth the name, business address, present principal occupation
and employer, and citizenship of each person who is a director or
executive officer of Enviromed. None of the persons listed on Schedule B
has during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to
any civil proceeding resulting in its being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. federal or state (or any foreign)
securities laws or finding any violations with respect to such laws.
(3) Trinity Biotech plc
Trinity is incorporated in the Republic of Ireland. Its principal
business is to acquire, develop and market diagnostic tests for the
detection of infectious diseases and medical conditions. The address of
Trinity's principal office and business is:
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 5 of 11 Pages
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Three Rock Road
Sandyford
Industrial Estate
Dublin 18
Republic of Ireland.
For additional information regarding Trinity and its wholly-owned
subsidiary Flambelle, see the Trinity 13D.
(4) Flambelle Limited
Flambelle is incorporated in the Republic of Ireland. Its principal
business is to hold Shares of the Company and shares of Eastcourt. The
address of Flambelle's principal office and business is:
15/16 Fitzwilliam Place
Dublin 2
Republic of Ireland
Flambelle is a wholly-owned subsidiary of Trinity. For additional
information regarding Flambelle and Trinity, see the Trinity 13D.
Item 3. Source and Amount of Funds or Other Consideration
Eastcourt purchased the 389,311 Shares reported hereon (the "Eastcourt
Selfcare Shares") on August 28, 1996 from Enviromed in a private transaction
outside of the United States for an aggregate purchase price of (Pounds)500,000.
Eastcourt secured an interest free loan of (Pounds)500,000 from Flambelle to
fund the purchase (the "Flambelle Loan"). The loan is due and payable upon the
earlier of (a) the termination of the "Agreement" or (b) the exercise of the
"Enviromed Call Option" (as such terms are defined below).
Item 4. Purpose of Transaction
Eastcourt has purchased the Eastcourt Selfcare Shares for investment.
Eastcourt may (subject to the arrangements with Enviromed and Flambelle
described herein) dispose of some or all of such Shares at such time as it sees
fit, depending on, among other things, the status of a dispute with the Company
regarding the ownership of such Shares, the ability of Eastcourt to sell its
Shares under Rule 144 or pursuant to other exemptions under the Securities Act
of 1933, price and general market conditions.
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 6 of 11 Pages
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Except as set forth above, neither Eastcourt nor Enviromed (nor, to
the knowledge of Eastcourt, any of the persons listed on Schedules A or B) has
any plans or proposals to take any action which relates to or may result in any
of the items referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Eastcourt beneficially owns the 389,311
Eastcourt Selfcare Shares, representing approximately 5.9% of the outstanding
Shares of the Company. Pursuant to the arrangements described in Item 6,
Eastcourt may be deemed to share the power to vote and dispose of the Eastcourt
Selfcare Shares with Enviromed, Flambelle and Trinity. Except as described in
this Item 5 and in Items 3 and 6, Eastcourt has not engaged in any transactions
in the Shares in the last 60 days.
As of the date hereof, Enviromed may be deemed to beneficially own
778,622 Shares, representing approximately 11.8% of the outstanding Shares of
the Company. Enviromed originally acquired such 778,622 Shares in two
transactions in 1994. As mentioned in Item 3, on August 28, 1996, Enviromed
sold the Eastcourt Selfcare Shares to Eastcourt in a private transaction outside
of the United States at a price of (Pounds)1.28 per Share. In addition, on such
date, Enviromed sold the remaining 389,311 of its Shares (the "Flambelle
Selfcare Shares") to Flambelle in a private transaction outside of the United
States at a price of (Pounds)1.28 per Share. As discussed under Item 6,
Enviromed retains certain voting rights with respect to the Flambelle Shares.
Such rights are not currently exercisable because to date no resolutions
regarding the subject matter of these voting rights have been proposed.
Notwithstanding the sales described in the preceding paragraph,
Enviromed may be deemed to continue to beneficially own the 778,622 Shares. In
particular, pursuant to the arrangements described in Item 6, Enviromed may be
deemed to share (a) the power to vote the Flambelle Selfcare Shares with Trinity
and Flambelle and (b) the power to vote and dispose of the Eastcourt Selfcare
Shares with Eastcourt, Flambelle and Trinity. Except as set forth in this Item
5 and in Items 3 and 6, Enviromed has not engaged in any transactions in the
Shares in the last 60 days.
To Eastcourt's knowledge, none of the persons listed on Schedules A
and B beneficially own any Shares or have engaged in any transactions in the
Shares in the last 60 days, except for Mr. Ronan O'Caoimh who beneficially owns
4,000 Shares which he acquired in August 1996 at a price of $8.50 per Share.
Until such time as one of the Options (as defined below) is exercised,
Trinity and/or Flambelle will share (with Eastcourt and Enviromed) the right to
receive or the power to direct the receipt of dividends or the proceeds of the
sale of the Eastcourt Selfcare Shares. In addition, Trinity and/or Flambelle
may share the right to receive or the power to direct the receipt of dividends
or the proceeds of the sale of the Flambelle Selfcare Shares. Neither Eastcourt
nor Enviromed have the right to receive or the power to direct the reciept of
dividends or the proceeds of the sale of the Flambelle Selfcare Shares.
All statements contained herein regarding percentages of the outstanding
Shares are based on the amount of Shares outstanding shown in the Company's
recent Registration Statement on Form SB-2
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 7 of 11 Pages
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(SEC Registration No. 333-4830 NY, declared effective on August 5, 1996).
For purposes hereof, it has been assumed that the underwriters over-allotment
option described therein was not exercised.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On August 28, 1996, Enviromed, Eastcourt, Trinity and Flambelle entered
into an Agreement Relating to Shares in Selfcare, Inc. (the "Agreement"),
pursuant to which Enviromed sold (a) the Eastcourt Selfcare Shares to Eastcourt
and (b) the Flambelle Selfcare Shares to Flambelle.
Pursuant to Section 4.1 of the Agreement, each of Enviromed and Flambelle
has the right to appoint one person to Eastcourt's two-person board of
directors. As a result, the consent of both of Enviromed and Flambelle is
required before Eastcourt can dispose of any of the Eastcourt Selfcare Shares.
Pursuant to Clause 4.2 of the Agreement, Trinity and Flambelle have the
power to direct the voting of the Eastcourt Selfcare Shares; provided, however,
that Enviromed shall be able to direct the voting of the Eastcourt Selfcare
Shares in certain limited circumstances. In particular, Enviromed may direct
the voting of the Eastcourt Selfcare Shares in relation to resolutions of the
shareholders of the Company which relate to or may affect the "Enviromed Share
Rights" (defined in Clause 1.1 of the Agreement to include Enviromed's rights of
ownership in the Shares sold pursuant to the Agreement, and all related rights)
or Enviromed (other than by reason of its interest in the Shares sold pursuant
to the Agreement).
Pursuant to the Agreement, Flambelle and Enviromed granted each other
certain options (the "Options") with respect to their shares in Eastcourt, as
follows:
. Pursuant to Clause 5.1, Flambelle granted Enviromed a call option
(the "Enviromed Call Option") to purchase Flambelle's 50% of the
outstanding shares of Eastcourt. The exercise price for the Enviromed
Call Option is (Pounds)50, provided that, within 60 days of the purchase,
Enviromed must also procure that Eastcourt repays the Trinity Loan.
. Pursuant to Clause 6.1, Flambelle granted Enviromed a put option
(the "Enviromed Put Option") entitling Enviromed to require Flambelle to
purchase Enviromed's 50% of the outstanding shares of Eastcourt for a
purchase price of (Pounds)50.
. Pursuant to Clause 6.5, Enviromed granted Flambelle a call option
(the "Flambelle Call Option") to purchase Enviromed's 50% of the
outstanding shares of Eastcourt. The Flambelle Call Option does not
become exercisable unless and until both the Enviromed Call Option and
the Enviromed Put Option have expired unexercised. The exercise price for
the Flambelle Call Option is (Pounds)50.
Pursuant to Clause 7.3 (among others) of the Agreement, the parties
agreed to cooperate in connection with certain existing and potential litigation
with the Company regarding the Enviromed Share Rights.
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 8 of 11 Pages
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Pursuant to Clause 7.9 of the Agreement, Enviromed may direct the voting
of the Flambelle Selfcare Shares under the limited circumstances in which it is
entitled to direct the voting of the Eastcourt Selfcare Shares.
Item 7. Material to Be Filed as Exhibits
(1) The Agreement
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 9 of 11 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 9, 1996 EASTCOURT LIMITED
/s/ Malcolm Johnston
----------------------------
Signature
Malcolm Johnston
----------------------------
Name
Company Secretary
----------------------------
Title
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 10 of 11 Pages
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF EASTCOURT LIMITED
PRINCIPAL OCCUPATION
AND NAME AND ADDRESS BUSINESS ADDRESS
NAME CITIZENSHIP OF EMPLOYER (if Different)
Thomas J. Murphy, U.S.A. Managing Director, same
Director Enviromed plc
5th Floor North,
Mercury House
195 Knightsbridge
London SW7 1YE
England
Ronan O'Caoimh, Irish Chief Executive Officer, same
Director Trinity Biotech plc
Three Rock Road
Sandyford
Industrial Estate
Dublin 18
Republic of Ireland
Malcolm Johnston, United Group Company Secretary, same
Company Secretary Kingdom Enviromed plc
5th Floor North,
Mercury House
195 Knightsbridge
London SW7 1YE
England
<PAGE>
Schedule 13D
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CUSIP No. 00081631R1 Page 11 of 11 Pages
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SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF ENVIROMED PLC
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND NAME AND ADDRESS BUSINESS ADDRESS
NAME CITIZENSHIP OF EMPLOYER (if Different)
<S> <C> <C> <C>
Sir Geoffrey Allen, United Consultant, same
Chairman Kingdom Kobe Steel Limited
Alton House
174-177 High Holborn
London WC1V 7AA
Thomas J. Murphy, U.S.A. Managing Director, same
Managing Director Enviromed plc
5th Floor North,
Mercury House
195 Knightsbridge
London SW7 1YE
England
Sir Oliver Wright, United Retired Diplomat, same
Non-Executive Kingdom Burstow Hall
Director Antlands Lane
Shipley Bridge
Horley, Surrey
England
Malcolm Johnston, United Group Company Secretary, same
Group Company Kingdom Enviromed plc
Secretary 5th Floor North,
Mercury House
195 Knightsbridge
London SW7 1YE
England
Colin Anderson, United Financial Controller, same
Financial Kingdom Enviromed plc
Controller 5th Floor North,
Mercury House
195 Knightsbridge
London SW7 1YE
England
</TABLE>
<PAGE>
DATED 28th August 1996
--------------------------
(1) ENVIROMED PLC
(2) TRINITY BIOTECH PLC
(3) FLAMBELLE LIMITED
(4) EASTCOURT LIMITED
----------------------
Agreement relating to
shares in Selfcare Inc
----------------------
Reynolds Porter Chamberlain
Chichester House
278/282 High Holborn
London WC1V 7HA
Ref: AKT/ENV.1-2/jlm
<PAGE>
THIS AGREEMENT is made on 28th August 1996
BETWEEN:
(1) ENVIROMED PLC a company incorporated in England and Wales (Registered No.
2815159) and having its registered office at Mercury House, 195
Knightsbridge, London SW7 1YE ("Enviromed");
(2) TRINITY BIOTECH PLC a company incorporated in the Republic of Ireland
(Registered No. 183476) and having its registered office at Three Rock
Road, Sandyford Industrial Estate, Dublin 18 ("Trinity");
(3) FLAMBELLE LIMITED a company incorporated in the Republic of Ireland
(Registered No. 245333) and having its registered office at 15/16
Fitzwilliam Place, Dublin 2 ("Flambelle"); and
(4) EASTCOURT LIMITED a company incorporated in England and Wales (Registered
No. 3234996) and having its registered office at Chichester House, 278/282
High Holborn, London WC1V 7HA ("Eastcourt").
WHEREAS:
(A) Selfcare, Inc. is a company incorporated under the laws of the State of
Delaware USA ("Selfcare") having shares of common stock of US$ 0.001 per
value each ("Selfcare Shares").
(B) Enviromed is the registered holder of 59,894 Selfcare Shares ("Selfcare
Sale Shares").
(C) On 13 June 1996 the Board of Selfcare declared a 13 for 1 stock split
effected or to be effected as a 12 for 1 stock dividend for all common
stockholders of record as at 20 June 1996, in consequence whereof Enviromed
has, will or should become the registered holder of a total of 778,622
Selfcare Shares. In this Agreement references to the
<PAGE>
Selfcare Sale Shares are to the number of shares held by Enviromed prior to
such stock split but, subject to such stock split being effected, shall be
deemed to include any additional shares issued to Enviromed or to which
Enviromed shall be entitled in consequence of such stock split.
(D) Flambelle is wholly owned by Trinity and Eastcourt is owned in equal
proportions by Enviromed and Flambelle.
(E) Enviromed is willing to sell and Flambelle and Eastcourt are willing to
purchase the Selfcare Sale Shares on the terms set out in this Agreement.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Agreement:
"Completion" means completion of the sale and purchase of the Selfcare Sale
Shares in accordance with clause 3;
"Eastcourt A Shares" means the 50 A ordinary shares of (Pounds)1 each in
the capital of Eastcourt registered in the name of Enviromed;
"Eastcourt B Shares" means the 50 B ordinary shares of (Pounds)1 each in
the capital of Eastcourt registered in the name of Flambelle;
"Eastcourt Selfcare Shares" means the Selfcare Sale Shares to be acquired
by Eastcourt pursuant to clause 2.2 and any other shares or assets deriving
from or by which such shares may from time to time be represented;
"Enviromed Call Option" means the option for Enviromed to require Flambelle
to sell its Eastcourt B Shares to Enviromed provided for in clause 5;
<PAGE>
"Enviromed Put Option" means the option for Enviromed to require Flambelle
to purchase Enviromed's Eastcourt A Shares provided for in clause 6;
"Enviromed Share Rights" means Enviromed's rights of ownership of the
Selfcare Sale Shares and all rights that Enviromed may have to be
registered as the legal and beneficial owner of the Selfcare Sale Shares,
to transfer the Selfcare Sale Shares and to exercise all benefits of such
ownership whether arising by operation of law (in any jurisdiction) or
arising under any agreement, series of agreements, arrangements or
understandings between Enviromed and Selfcare;
"First Subscription Shares" means the 45,656 Selfcare Sale Shares
represented by Certificate No. 122 dated 22 March 1994 and any further
certificates issued to Enviromed in respect thereof pursuant to the stock
split referred to in Recital (C);
"Flambelle Selfcare Shares" means the Selfcare Sale Shares to be acquired
by Flambelle pursuant to clause 2.1;
"Registration Rights" means any right of the holder of the Selfcare Sale
Shares to demand or otherwise participate in a registration under the
Securities Act made in respect of Selfcare Shares whether pursuant to the
Registration Rights Agreement or otherwise;
"Registration Rights Agreement" means the agreement made as of 8 March 1994
between Selfcare, USB '93 Technology Associates Limited Partnership and the
Company;
"Relevant Proceedings" shall mean any legal proceedings, arbitration
proceedings and alternative dispute resolution proceedings (including in
each case any appeals therefrom, judicial reviews thereof and substituted
proceedings) instituted by Enviromed, Trinity, Flambelle, Eastcourt or
Selfcare concerning the existence of the Enviromed Share Rights or the
entitlement of Enviromed to exercise or transfer the Enviromed Share
Rights;
<PAGE>
"Representation Letters" the letters in the agreed form containing certain
representations and obligations relating to compliance with the Securities
Act and certain state securities laws, to be delivered to Enviromed by
Flambelle and Eastcourt at Completion;
"Second Subscription Shares" means the 14,238 Selfcare Sale Shares
represented by Certificate No. 170 dated 22 December 1994 and any further
certificates issued to Enviromed in respect thereof pursuant to the stock
split referred to in Recital (C);
"Securities Act" the United States Securities Act of 1933, as amended; and
"Trinity Loan" means the sum of (Pounds)500,000 to be lent by Trinity or
Flambelle to Eastcourt at Completion interest free and repayable as
provided in clause 4.4.
1.2 In this Agreement, a reference to:
1.2.1 a document in the "agreed form" is a reference to a document in a
form approved and for the purposes of identification signed by or on
behalf of each party to this Agreement; and
1.2.2 a clause, paragraph or schedule, unless the context otherwise
requires, is a reference to a clause or paragraph of or a schedule
to this Agreement.
2. SALE AND PURCHASE
2.1 Enviromed agrees to sell and Flambelle agrees to purchase 22,828 First
Subscription Shares and 7,119 Second Subscription Shares for a total
consideration of (Pounds)500,000.
2.2 Enviromed agrees to sell and Eastcourt agrees to purchase 22,828 First
Subscription Shares and 7,119 Second Subscription Shares for a total
consideration of (Pounds)500,000.
<PAGE>
3. COMPLETION
3.1 Completion shall take place immediately following signature of this
Agreement when:
3.1.1 Trinity or Flambelle shall pay the Trinity Loan to Eastcourt by way
of wire transfer;
3.1.2 Flambelle and Eastcourt shall make a wire transfer of the
consideration payable by them respectively under clauses 2.1 and 2.2
and Enviromed shall deliver to Flambelle and Eastcourt duly executed
assignments in the agreed form in respect of the shares referred to
in clauses 2.1 and 2.2 and the Registration Rights; and
3.1.3 Flambelle and Eastcourt shall each deliver to Enviromed a duly
executed Representation Letter.
3.2 Completion shall only have taken place when the provisions of clause 3.1
have been fully complied with.
3.3 The parties shall agree the appropriate steps with regard to the
presentation and registration of the assignments referred to in clause
3.1.2 and until such assignments are presented to Selfcare or its transfer
agent the share certificates in respect of the Selfcare Sale Shares will be
held by Reynolds Porter Chamberlain (solicitors) on behalf of Flambelle and
Eastcourt and only to be released on written instructions of Enviromed and
Trinity.
4. EASTCOURT
4.1 Enviromed and Flambelle shall each ensure that at all times during the
continuance of this Agreement their respective rights to appoint a director
to the board of Eastcourt under its Articles of Association have been duly
exercised and that such director is at all times validly holding office.
<PAGE>
4.2 Enviromed and Flambelle undertake to procure that the directors they are
respectively entitled to appoint to the board of Eastcourt shall resolve to
exercise the voting rights attaching to the Eastcourt Selfcare Shares in
the following manner:
4.2.1 except in the circumstances set out in clause 4.2.2, on the
directions of Trinity or Flambelle; and
4.2.2 in relation to resolutions of Selfcare the subject matter of which
relates to or may affect Enviromed Share Rights or otherwise affects
Enviromed (except by reason of its interest in the Selfcare Sale
Shares), on the directions of Enviromed.
4.3 Enviromed, Trinity and Flambelle shall procure that at all times during the
continuance of this Agreement the sole and continuing asset of Eastcourt
shall be the Eastcourt Selfcare Shares and that its sole liability during
such period shall be the Trinity Loan, save for assets or liabilities
arising by operation of law and Eastcourt's share capital.
4.4 Trinity and Flambelle agrees with Enviromed and Eastcourt that the Trinity
Loan shall not be repayable during the continuance of this Agreement except
in accordance with clause 5.5.
5. THE ENVIROMED CALL OPTION AND THE TRINITY LOAN
5.1 In consideration of the mutual agreements and undertakings set out in this
Agreement Flambelle hereby grants to Enviromed an option to require
Flambelle to sell its entire holding of Eastcourt B Shares to Enviromed at
the price and on the terms set out in this clause.
5.2 The Enviromed Call Option shall be exercisable by notice in writing given
by Enviromed at any time during:
5.2.1 the period of three years from the date of this Agreement; or
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5.2.2 the continuation of any Relevant Proceedings commenced prior to the
expiry of the said period of three years; or
5.2.3 within 60 days after the termination of such Relevant Proceedings.
5.3 The exercise price shall be par value in respect of each of the Eastcourt B
Shares.
5.4 Completion of the sale and purchase of the Eastcourt B Shares pursuant to
the exercise of the Enviromed Call Option shall take place within 7
business days following the date of service of notice when Enviromed shall
pay the consideration and Flambelle shall deliver the share certificate and
a duly executed stock transfer form in respect of such shares.
5.5 Within 60 days after completion of such sale Enviromed shall procure the
repayment by Eastcourt to Trinity or Flambelle of the Trinity Loan by way
of wire transfer and if during such period Eastcourt shall effect the sale
of the Eastcourt Selfcare Shares Enviromed shall procure that the proceeds
of sale should be charged in favour of Trinity or Flambelle by way of
security for the repayment of the Trinity Loan.
6. THE ENVIROMED PUT OPTION
6.1 In consideration of the mutual agreements and undertakings set out in this
Agreement Flambelle hereby grants to Enviromed an option to require
Flambelle to purchase Enviromed's entire holding of Eastcourt A Shares at
the price and on the terms set out in this clause.
6.2 The Enviromed Put Option shall be exercisable by notice in writing given by
Enviromed at any time during:
6.2.1 the period of three years from the date of this Agreement; or
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6.2.2 the continuation of any Relevant Proceedings commenced prior to the
expiry of the said period of five years; or
6.2.3 within 60 days after the termination of such Relevant proceedings.
6.3 The exercise price shall be par value in respect of each of the Eastcourt A
Shares.
6.4 Completion of the sale and purchase of the Eastcourt A Shares pursuant to
the exercise of the Enviromed Put Option shall take place within seven
business days following the date of service of notice when Flambelle shall
pay the consideration and Enviromed shall deliver the share certificate and
a duly executed stock transfer form in respect of such shares.
6.5 If Enviromed shall not exercise the Enviromed Call Option or the Enviromed
Put Option then Flambelle shall be entitled during the period of 90 days
following the expiry of the last of the periods specified in clause 6.2 by
notice in writing to Enviromed to require Enviromed to sell the Eastcourt A
Shares to Flambelle and the provisions of clauses 6.3 and 6.4 shall apply
mutatis mutandis.
7. THE ENVIROMED SHARE RIGHTS AND DISCLAIMER
7.1 Trinity, Flambelle and Eastcourt acknowledge that they have undertaken
their own investigations into Selfcare, the Selfcare Sale Shares and the
Enviromed Share Rights and that they have not relied on any representation
of or warranty by Enviromed as to Selfcare, the Selfcare Sale Shares and
the Enviromed Share Rights in entering into this Agreement.
7.2 Trinity, Flambelle and Eastcourt acknowledge that they have each received
and reviewed (including with their professional advisers) and understand
the disclosure letter from Enviromed dated of even date with this
Agreement.
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7.3 Enviromed, Trinity and Flambelle agree that they shall institute or defend
or be joined as a party and/or cause Eastcourt to institute or defend or be
joined as a party to any Relevant Proceedings which shall be necessary or
desirable for the purpose of establishing or enforcing the Enviromed Share
Rights, subject to clause 7.6.
7.4 The parties agree that the legal proceedings instituted by Enviromed
against Selfcare, Lehman Brothers, Inc., Dillon, Read & Co. Inc. and Adams,
Harkness & Hill, Inc. in the United States District Court, Southern
District of New York (reference 96 C iv.5097(DAB)) are Relevant Proceedings
and Trinity and Flambelle confirm their approval thereof.
7.5 In respect of any Relevant Proceedings the following provisions shall
apply:
7.5.1 Enviromed shall be responsible for the conduct of such proceedings
and shall keep Trinity informed of the progress thereof;
7.5.2 Enviromed, Trinity and Flambelle shall co-operate with each other in
respect of such proceedings and shall use all reasonable endeavours
to resist or pursue such proceedings;
7.5.3 Enviromed and Trinity shall bear equally the out of pocket costs and
expenses of such proceedings including legal fees and attorney
suits; and
7.5.4 Enviromed shall make no settlement or compromise of such proceedings
without the prior approval of Trinity, such approval not to be
unreasonably withheld.
7.6 If any dispute shall arise between Enviromed, Trinity and Flambelle as to
whether to institute or defend or be joined as a party and/or cause
Eastcourt to institute or defend or be joined as a party to Relevant
Proceedings or the conduct, settlement or compromise of Relevant
Proceedings, the dispute shall be referred to a senior lawyer of at least
ten years' qualification appointed by agreement between the parties or in
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default of agreement by the President for the time being of the Law Society
in London whose determination shall be final.
7.7 Trinity, Flambelle and Eastcourt acknowledge that they shall have no right
to rescind this Agreement or to recover the whole or any part of the
consideration paid by any of them to Enviromed respectively under clauses
2.1 and 2.2 in the event of any Relevant Proceedings being unsuccessfully
pursued or resisted as the case may be, but if Selfcare shall be obliged to
repay the whole or part of the subscription money in respect of the
Selfcare Sale Shares it is agreed that such repayment shall be shared
equally between Enviromed and Flambelle.
7.8 Trinity and Flambelle covenant with and undertake to Enviromed that except
as disclosed to Enviromed in writing on or before the date hereof neither
of them nor any of their shareholders, directors, employees or agents has
entered into any agreement, arrangement or undertaking with Selfcare, or
any of its shareholders, directors, employees or agents, or EN PLC Limited
Partnership or any of its general or limited partners and that if during
the continuance of this Agreement either of them or any of their
shareholders, directors, employees or agents shall enter into any such
agreement, arrangement or undertaking with any of such persons it will
immediately give notice thereof in writing to Enviromed.
7.9 Trinity, Flambelle and any transferees or assignees referred to in clause 8
covenant with and undertake to Enviromed that it will, during the
continuance of this Agreement (or lesser period as referred to in clause
8.2), procure that the voting rights attaching to the Flambelle Selfcare
Shares are, in relation to resolutions of Selfcare relating to or affecting
the Enviromed Share Rights or otherwise affecting Enviromed, exercised on
the directions of Enviromed, provided that Enviromed shall be entitled at
any time by notice in writing to release any future obligation under this
clause.
<PAGE>
8. TRANSFER OF FLAMBELLE SELFCARE SHARES
8.1 In the event that the Flambelle Selfcare Shares are transferred or assigned
to a subsidiary or associated company of Trinity the transferee or assignee
shall execute an agreement to be unconditionally bound by the provisions of
clause 7.9 and this clause 8.
8.2 In the event that the Flambelle Selfcare Shares are transferred or assigned
to a third party prior to registration of such shares pursuant to the
Securities Act of 1933 of the United States of America the parties agree
the share certificate representing the Flambelle Selfcare Shares shall bear
a legend in the agreed form notifying the transferees or assignees of the
voting rights restrictions contained in clause 7.9.
8.3 Once the share certificates relating to the Flambelle Selfcare Shares have
been furnished by Selfcare or its transfer agent such certificates will be
deposited with and held by O'Donnell Sweeney (solicitors) on an undertaking
to Enviromed that the share certificates will not be released to any party
to which clause 8.2 applies without the legend referred to in that clause
being appended thereto.
9. FLAMBELLE
Trinity acknowledges that the benefits obtained by Flambelle (which Trinity
hereby represents to Enviromed it wholly owns) pursuant to this Agreement are
adequate consideration for Trinity's obligations as set out in this Agreement
and further Trinity agrees that during the continuance of this Agreement it
shall:
9.1 not dispose of any interest it has in Flambelle or allow any third party to
have any rights in relation to the management of Flambelle;
9.2 ensure Flambelle complies with all its obligations under this Agreement and
Trinity shall fully indemnity Enviromed for any liability or loss incurred
as a result of Flambelle not complying with such obligations; and
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9.3 the provisions of clauses 9.1 and 9.2 shall apply in respect of any
subsidiary or associated company referred to in clause 8.1.
10. DURATION OF OBLIGATIONS
This Agreement shall continue in full force and effect until the later of:
10.1 Enviromed or Flambelle having sold, as the case may be, their Eastcourt A
Shares or Eastcourt B Shares pursuant to the terms of this Agreement; and
10.2 no obligations being outstanding between any of the parties hereto under
the terms of this Agreement.
11. NOTICES
11.1 Any notice under or in connection with this Agreement shall be in writing
and shall be delivered personally or sent by first class post (air mail if
overseas), recorded delivery post, or by telex or telefax to the party due
to receive such notice at its address set out in this Agreement or to such
other address specified by that party by written notice to the other.
11.2 In the absence of evidence of earlier receipt, a notice is deemed given:
11.2.1 if delivered personally, when left at the address referred to in
clause 11.1;
11.2.2 if sent by mail, except air mail, 48 hours after posting it;
11.2.3 if sent by air mail, six days after posting it;
11.2.4 if sent by telex, when the proper answer-back is received; and
11.2.5 if sent by fax, on completion of its transmission.
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12. GENERAL
12.1 No party may assign or transfer or purport to assign or transfer any rights
benefits or obligations under this Agreement.
12.2 This Agreement represents (together with any documents referred to herein)
the entire agreement between the parties hereto in relation to the Selfcare
Sale Shares and no variation hereof shall be effective unless made in
writing.
12.3 This Agreement shall be governed by and construed in accordance with the
laws of England and the parties hereby submit to the non-exclusive
jurisdiction of the English Courts.
12.4 The failure by any of the parties hereto at any time to require performance
by any other party or to claim a breach of any term of this Agreement shall
not be deemed to be a waiver of any right under this Agreement.
12.5 The parties hereto shall, and shall use their respective reasonable
endeavours to procure that any necessary third parties shall, execute and
do all such further deeds, documents and things as any party may reasonably
require by notice in writing to any other party to carry the provisions of
this Agreement into full force and effect.
12.6 Any date or period mentioned in this Agreement may be extended by agreement
between the parties hereto but as regards any date or period (whether or
not extended as aforesaid) time shall be of the essence of this Agreement.
EXECUTED under hand in four originals the day and year first before written.
SIGNED for and on behalf of )
ENVIROMED PLC )
Director [Signature Appears Here]
<PAGE>
SIGNED for and on behalf of )
TRINITY BIOTECH PLC ) [Signature Appears Here]
Director
SIGNED for and on behalf of )
FLAMBELLE LIMITED ) [Signature Appears Here]
Director
SIGNED for and on behalf of ) [Signature Appears Here]
EASTCOURT LIMITED )
Director [Signature Appears Here]
