here it is, the ann, looks like I wasn't far off the mark.14...

here it is, the ann, looks like I wasn't far off the mark.


14 April 2004

ACQUISITION OF VACUTEX LIMITED
The Directors of Auridiam Limited (“Auridiam or Company”) are pleased to advise that the Company has reached agreement to purchase Vacutex Limited (“Vacutex”), developers and marketers of advanced wound care dressings, having entered into a
binding Implementation Deed for the acquisition of 100% of the shares of Vacutex. Vacutex, an Australian unlisted public company, will hold a 100% interest in Pro-Tex Capillary Dressings Limited (“Pro-Tex”), a company registered in the United Kingdom.
The Board has resolved to proceed with the acquisition of Vacutex, subject to certain conditions precedent including due diligence, shareholder approval and a successful capital raising.
TRANSACTION HIGHLIGHTS
Australian Stock Exchange Limited (“ASX”) has advised Auridiam that it will need to obtain shareholder approval in accordance with Chapter 11 of the ASX Listing Rules
(change in nature and scale of activities) and also re-comply with Chapters 1 and 2 of the ASX Listing Rules (being those provisions that would otherwise apply to a
company applying for a new listing) in order to complete the acquisition. The provisions of Chapters 1 and 2 of the ASX Listing Rules require Auridiam to
undertake the following:
• A new share issue at a minimum of A$0.20 in order to raise additional working capital.
• Obtain the requisite shareholder spread.
• Prepare a full form Prospectus, which will be in accordance with the provisions of the Corporations Act.
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Key transaction highlights are:
• Auridiam will reconstruct issued shares and options on a 1:2 basis, resulting in approximately 32.4 million shares and 9 million options on issue.
• Auridiam will change the nature and scale of its activities. The Company will also change its name to “Acuron Limited”.
• Auridiam will acquire 100% of Vacutex for a total amount of A$9.36 million (less 95% of the amount of any outstanding loans, which are not expected to exceed A$500k) satisfied by the issue of new shares in Auridiam at an issue price of A$0.20 per share.
• Auridiam will raise A$5 million from the issue of 25 million shares at an issue price of A$0.20 each (on a post consolidated basis). The minimum subscription
for the offer will be A$3 million and oversubscriptions of up to A$3 million may be accepted. The issue will be made pursuant to a Prospectus.
• Auridiam will issue 8 million executive options exercisable at A$0.20 each on or before 30 June 2009.
• Auridiam will use the funds raised to support the international roll-out of Vacutex products.
• The Board of Auridiam is pleased to nominate Mr George Cameron-Dow as Managing Director. Mr Cameron-Dow is also a Director of Churchill Capital
Services Pty Ltd. He joins Mr Stephen Belben, Finance Director, and Mr Kevin Ilich, Non-Executive Director.
TRANSACTION RATIONALE
• Auridiam was first listed on ASX in 1987 with the principal objective of minerals exploration.
• The Company is debt-free and has a clean shareholder structure.
• Auridiam generated revenue of A$4.5m in the 6 months to 31 December 2003 and profits of A$350k in the same period. Since the sale of its interest in River
Ranch diamond mine in 1999, Auridiam has been actively seeking a new company-making asset.
• The directors of the Company believe that Vacutex provides this opportunity.
Specifically:
• Vacutex™ is an advanced capillary action wound dressing with demonstrable advantages over market competitors, significantly accelerating healing, removing
and managing wound exudates, improving patient comfort, demonstrating clinical cost savings and is competitively priced;
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• The global market in 2002 for wound care dressings was US$5.8 billion with the advanced wound care dressings market comprising US$926 million which is
forecast to grow to US$1.5 billion by 2008. (Source: “World Wound Care Markets 2001 – 2008, a Visiongain Report”);
• Vacutex has an established management team with offices in both the UK and Australia;
• Vacutex and Pro-Tex have a comprehensive Intellectual Property (IP) portfolio;
• Vacutex™ is National Health Service (“NHS”) registered in UK with FP10 status (Drug Tariff reimbursement) secured;
• In Australia Vacutex™ is Therapeutic Goods Administration (“TGA”) registered;
• Vacutex™ is manufactured on an out-sourced basis. Sales of the VacutexTM product are already occurring in the United Kingdom, Spain, Portugal, the Middle
East and Australia.
Vacutex provides Auridiam shareholders with the opportunity to participate in the growing wound care market. An aggressive international roll out of the Vacutex™ products will commence after this transaction and the associated capital raising have been completed.
USE OF FUNDS
Capital raised will be applied to:
• Product registration in key markets including FDA registration in the USA.
• Marketing and product launch.
• Expansion and support of distribution network.
• Further clinical trials aimed at supporting marketing and product launches in new territories.
• Expanding the wound care product range.
• Working capital.
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ANTICIPATED TIMETABLE
The anticipated timetable for completion of the acquisition and the balance of the matters referred to above is set out below:
Event Date
Announcement of Vacutex Transaction 14 April 2004
Dispatch of Notice of Meeting seeking approval for
Vacutex transaction 11 May 2004
Lodgement of Prospectus with the ASIC 28 May 2004
Suspension of Auridiam’s securities from trading on
ASX at the opening of trading 11 June 2004
General meeting to approve the Vacutex transaction 11 June 2004 Closing date of Offer under the Prospectus 28 June 2004
Anticipated date the suspension of trading is lifted and
the merged entity is re-listed on the ASX
6 July 2004
EXTENSIVE INTELLECTUAL PROPERTY POSITION
VacutexTM is a second generation capillary action wound dressing product with UK patent application no. 99266322 having been filed in November 1999 followed by PCT application no PCT/GB/00/04300. VacutexTM is a well established brand name and registered trademark in the UK/Europe, Australia and the USA. The trademark
registration will be extended to all other appropriate territories. Clinical trials in the UK have resulted in acceptance of the product by the National Health Service (“NHS”) and the grant of the FP10 (Drug Tariff reimbursement) status from the UK Department of Health (“DOH”). This intellectual property is reinforced
by significant barriers to entry in the form of the CE mark granted by Lloyd’s Register Quality Assurance.
PRIOR-ART PATENT
Vacutex and Pro-Tex have entered into an agreement to broaden the IP rights through the acquisition of UK patent no.2302669, a patent for a similar technology. The patent will be acquired from a Singapore Venture Capital Fund, Technology Fund PTE Ltd which it is proposed will be issued 700,000 shares in the Company in consideration for assigning the patent to Vacutex and Pro-Tex.
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PROPOSED APPOINTMENTS TO THE BOARD OF AURIDIAM LIMITED
The Board of Auridiam is pleased to nominate Mr George Cameron-Dow (as Managing Director) to join Mr Stephen Belben (Finance Director) and Mr Kevin Ilich
(Non-Executive Director) to the Board of Auridiam. Shareholder approval for this appointment will be sought at the General Meeting that is to be convened to approve the acquisition of Vacutex.
It is also intended to appoint an independent Non-Executive Chairman to the Board as soon as possible.
Mr George Cameron-Dow Master of Management (cum Laude) Wits, SEP Stanford (USA), FAICD, FAIM
Mr Cameron-Dow has extensive senior executive experience at Board level across a wide range of industries including pharmaceutical, automotive, technology, manufacturing and packaging. He has been a Director of a number of publicly listed companies. He is past Chairman of a private Health Care Fund and past Chairman of a number of Retirement Fund Boards. He is currently a Director of Churchill Capital Services Pty Ltd, a privately owned investment advisory group.
MATERIAL TERMS OF THE IMPLEMENTATION DEED
Auridiam has signed an Implementation Deed which will govern the acquisition of Vacutex and related transactions. The material terms of the Implementation Deed are:
1. Auridiam has agreed to make offers to acquire 100% of the fully paid ordinary shares in Vacutex (and its wholly owned subsidiary Pro-Tex) in consideration for
A$9.36 million, less 95% of the amount of any outstanding loans owing by either Vacutex or Pro-Tex at settlement (the “Purchase Price”). Payment of the Purchase
Price will be satisfied by the issue of the relevant number of ordinary shares in Auridiam (post consolidation) obtained by dividing the Purchase Price by A$0.20 per share.
2. Completion of the acquisition is conditional upon:
(a) completion of due diligence on Vacutex and Pro-Tex by Auridiam, to the satisfaction of Auridiam;
(b) completion of due diligence on Auridiam by Vacutex, to the satisfaction of Vacutex;
(c) Auridiam obtaining all necessary regulatory and shareholder approvals required to complete the transactions, including the acquisition, contemplated
by the Implementation Deed (including shareholder approval in accordance
with ASX Listing Rule 11.1.2);
(d) Vacutex making offers to acquire all of the issued shares in Pro-Tex (Pro-Tex Offers);
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(e) all of the Pro-Tex Offers being accepted, becoming unconditional, settlement occurring on those offers and there being no existing options or rights to acquire any other shares or other securities in Pro-Tex or Vacutex immediately prior to settlement;
(f) Auridiam making offers to acquire all of the issued shares in Vacutex, all of those offers being accepted and becoming unconditional;
(g) Auridiam meeting the requirements of Chapters 1 and 2 of the ASX Listing Rules, including issuing a Prospectus, as if Auridiam were applying for admission to the official list of ASX (as required by ASX Listing Rule 11.1.3);
(h) Auridiam preparing a prospectus to raise up to $5 million (with a minimum subscription of $3 million and the ability to accept oversubscriptions of up to
an additional $3 million) pursuant to that Prospectus through the issue of new shares at an issue price of A$0.20 each (on a post consolidation basis), lodging
the Prospectus with the ASIC and completing the capital raising;
(i) Auridiam obtaining shareholder approval for:
• a consolidation of its issued capital on a one (1) for two (2) basis;
• the appointment of Mr George Cameron-Dow as Managing Director;
• the allotment and issue of 4 million management options (on a postconsolidation basis) to Mr George Cameron-Dow; and
• the allotment and issue of 4 million management options (on a postconsolidation
basis) to Mr Stephen Belben;
(j) Auridiam providing Vacutex with evidence that at settlement all of its current issued options to acquire shares will have an exercise price of at least A$0.20
each (on a post consolidation basis);
(k) Technology Fund Pte Ltd agreeing to a variation to the terms of an assignment agreement entered into with Vacutex and Pro-Tex such that the obligation of
Vacutex and Pro-Tex to issue shares to Technology Fund Pte Ltd as consideration will be novated and assumed by Auridiam, on terms and
conditions acceptable to Auridiam;
(l) the directors of Pro-Tex and Vacutex providing Auridiam with satisfactory evidence that they have used all reasonable endeavours to reduce the
outstanding loans to less than $500,000;
(m) Vacutex delivering to the Company an executed restriction agreement from
those shareholders in Vacutex (if any) which ASX considers will be restrained
from trading their shares in the Company forming the consideration in accordance with the requirements of Chapter 9 of the ASX Listing Rules;
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(n) during the period commencing on the date of execution of the Implementation
Deed and expiring on the date the last of the conditions set in (a) to (m) above
(inclusive) is satisfied or waived (as the case may be), there not having been
any event (or series of events) having or which is likely to have a material
adverse effect on the financial position or business prospects of Vacutex or
Pro-Tex (including the operations, financial performance, assets and prospects
in relation to Vacutex and Pro-Tex); and
(o) during the period commencing on the date of execution of the Implementation
Deed and expiring on the date the last of the conditions set in (a) to (m) above
(inclusive) is satisfied or waived (as the case may be), there not having been
any event (or series of events) having or which is likely to have a material
adverse effect on the financial position or business prospects of Auridiam
(including the operations, financial performance, assets and prospects in
relation to Auridiam).
The management options to be issued to Mr Cameron-Dow and Mr Belben will have
an exercise price of A$0.20 each (on a post consolidation basis) and an expiry date of
5 years from their date of issue. Half of the management options will immediately
vest upon the Company’s securities being reinstated to trading after successfully
completing the acquisition of Vacutex. The other half of the management options will
vest after the option holder has completed one full year of service to the Company.
Pursuant to the Auridiam offers to be made to the Vacutex shareholders, each Vacutex
shareholder will consent to a holding lock being placed on their Auridiam shares for a
period of 12 months from settlement.
The obligation of Vacutex and Pro-Tex to Churchill Capital Services Pty Ltd in
relation to prior mandated work has been assumed by Auridiam. The fee for these
services is equal to $500,000 less 5% of the amount of any outstanding loans owing
by either Vacutex or Pro-Tex at settlement (to be paid in shares in the Company
issued at a price of A$0.20 each, post consolidation).
In consideration for introducing the acquisition to the Company and the provision of
corporate advisory services to the Company in connection with the acquisition,
Churchill Capital Services Pty Ltd will be paid a fee of $250,000 in cash.
Both fees are dependent upon the successful completion of the transactions.
PROFORMA STATEMENT OF FINANCIAL POSITION
A Proforma Statement of Financial Position of Auridiam following the completion of
the acquisition and the capital raising is provided in Annexure 1.
PROFORMA CAPITAL STRUCTURE
A Proforma Capital Structure of Auridiam is provided in Annexure 2.
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EXISTING ASSETS
The Auridiam Board is currently reviewing all of the Company’s existing assets.
The Auridiam Board believe that the acquisition of Vacutex offers an exciting
opportunity to participate in the growing global health care sector through a company
that has made excellent early progress with the commercialisation of an innovative
suite of advanced wound care products.
Further detailed information will be provided to shareholders for the purpose of the
General Meeting of Auridiam shareholders to be held to approve the transaction.
Yours faithfully
Stephen Belben
Director
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ANNEXURE 1
PRO-FORMA STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2003
Pre-Acquisition Audit
Reviewed Auridiam
Proforma
Consolidated
A$000’s
Post Acquisition
Auridiam/Vacutex
Proforma
Consolidated
A$000’s
Current Assets
Cash assets 662 5,907
Receivables 1,471 1,963
Inventory 1,584 1,611
Other financial assets 356 356
Other current assets 259 260
Current Assets 4,332 10,097
Non Current Assets
Property, plant and equipment 1,188 1,251
Intangibles 969 10,450
Other non current assets - 5
Non Current Assets 2,157 11,706
TOTAL ASSETS 6,489 21,803
Current liabilities
Payables 1,139 2,037
Interest bearing liabilities 808 808
Provisions 113 117
Other current liabilities 82 82
Current liabilities 2,142 3,044
Non current liabilities
Payables - 69
Interest bearing liabilities 602 945
Provisions 187 187
Other non current liabilities 305 305
Non Current Liabilities 1,094 1,506
TOTAL LIABILITIES 3,236 4,550
NET ASSETS 3,253 17,253
EQUITY
Contributed equity 23,611 37,611
Accumulated losses (20,845) (20,845)
Outside equity interest 487 487
TOTAL EQUITY 3,253 17,253
The Statement of Financial Position set above has been prepared using the Statement
of Financial Position as set out in Auridiam, Vacutex and Pro-Tex reviewed/audited
financial statements as at 31 December 2003 and taking into account relevant proforma
adjustments and assuming a capital raising of $5 million with associated capital
raising costs of $500k.
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ANNEXURE 2
PRO-FORMA CAPITAL STRUCTURE
Shares Number
Current 64,858,256
Post 1:2 Consolidation 32,429,128
Acquisition of Vacutex, issue of shares to Technology
Fund Pte Ltd and issue of shares to Churchill Capital
Services Pty Ltd
50,000,000*
Public Offer 25,000,000
TOTAL 107,429,128
Options
Current 18,123,566
Post 1:2 Consolidation 9,061,783
Executive Directors 8,000,000
TOTAL 17,061,783
* The number of shares issued in consideration for the acquisition and to Churchill
Capital Services Pty Ltd will be reduced by the dollar amount of the outstanding loans
in Vacutex/Pro-Tex divided by A$0.20.
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ANNEXURE 3
SUMMARY INFORMATION ON VACUTEX AND PRO-TEX
General Introduction
Pro-Tex Capillary Dressings Limited was established in the United Kingdom in 1998
with the aim of developing, manufacturing and marketing a range of wound care
products. The first product, VacutexTM , a patented capillary action wound dressing
which promotes the healing of a wide range of wound types, was launched following
a 3 year development period. This included a multi-centred random clinical trial and a
clinical review of the product in use by Pharmaceutical Research Associates, a leading
medical device consultancy. Vacutex TM achieved registration under the National
Health Scheme in 2001 and is now reimbursed under a separate category within the
UK drug and device tariff.
An international launch commenced with the establishment of Vacutex Limited in
Australia in April 2002, to expand the market to include the Pacific Rim. Vacutex TM
has been introduced in Australia, New Zealand and Singapore. Therapeutic Goods
Administration (“TGA”) approval has been awarded in Australia and distributors
covering all the Australian states have recently been appointed.
Distribution to the Middle East and related markets commenced in January 2004 and
shipments are now taking place to selected European markets.
An aggressive roll out of the product will commence on completion of a successful
capital raising.
Technology Description
The core VacutexTM product is an advanced wound dressing that has been separately
categorised as a capillary action dressing in the UK. The product comprises two
polyester felt “batts” (layers) containing a central “scrim” of absorbent material.
These layers “wick” fluids away from the wound using a capillary action and absorb
and retain fluid under compression which avoids recontamination of the wound face
and facilitates the removal of exudate and bacteria from the wound. The product
promotes perfusion of the wound and growth of the capillary blood vessels which in
turn, re-oxygenates the wound bed and accelerates the arrival of vital nutrients. In
addition, due to the effective lateral transmission of fluid within the dressing, it
minimises the transmission of wound exudate and its corrosive contents to the
surrounding skin.
VacutexTM is suitable for use across a diverse range of wound healing applications:
ACUTE AND CHRONIC WOUNDS
Amputations
Leg Ulcers
Pressure ulcers
Postsurgical wounds
Dehisced wounds
Mastectomy
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ACUTE AND CHRONIC WOUNDS
Graft sites
Sternal sites
Necrotic Eschar
Tracheostomy
Lacerations
Haematoma
Infected sites
Pilonidol ulcers
Necrotising Faciitis
Cavity wounds
Diabetic foot
Sinus drainage
General wound drainage
VacutexTM is also highly effective on burns, trauma and stoma sites. The product is an
economical and effective solution to these problems and can be used as a stand-alone
dressing or in conjunction with a variety of other complimentary or derivative
products.
The product range is being expanded to encompass a comprehensive wound care
system incorporating Vacunet, (non-adherent wound contact layer), and Vacuskin
(self-adhesive barrier against external contamination), which together with VacutexTM
provide a 3 layer system. Vacunet and Vacuskin are products licensed to Pro-Tex.
The product range is to be further expanded to include Vacufoam, a product that will
deal with arterial bleeding, and VacutexTM Lite.
An independent report completed at the Surgical Testing Materials Laboratory in
2001 demonstrated the wicking capacity of the VacutexTM dressing to be four times
faster than the absorbency of a leading hydro fibre and three times faster than a
leading hydro cellular foam dressing.
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ANNEXURE 4
MARKET AND MANUFACTURING OVERVIEW
MARKET
Traditional wound dressings (including gauze, absorbable sutures, non-absorbable
sutures and staples) are the dominant wound dressing in the market. This market
segment is mature with an annual growth rate of 3%. The growth rate of the advanced
wound care products segment, in which VacutexTM is initially positioned, is forecast
to grow at an annual rate of 7% - 11%.
The table below has been extracted from “World Wound Care Markets 2001 – 2008, a
Visiongain Report” (Table 2.3, page 48) and shows the change in revenue and growth
rate of each segment of the world wound care market projected from 2001 to 2008.
2001 2002 2003 2004 2005 2006 2007 2008
SEGMENT USD (m) USD (m) USD (m) USD (m) USD (m) USD (m) USD (m) USD (m)
Traditional 4,740 $ 4,880 $ 5,024 $ 5,173 $ 5,320 $ 5,470 $ 5,625 $ 5,786 $
Growth rate 3% 3% 3% 3% 3% 3% 3%
Advanced 837 $ 926 $ 1,025 $ 1,120 $ 1,213 $ 1,312 $ 1,406 $ 1,500 $
Growth rate 11% 11% 9% 8% 8% 7% 7%
Novel 25 $ 30 $ 36 $ 45 $ 55 $ 66 $ 82 $ 101 $
Growth rate 20% 20% 25% 22% 20% 24% 23%
TOTAL 5,602 $ 5,836 $ 6,085 $ 6,338 $ 6,588 $ 6,848 $ 7,113 $ 7,387 $
MANUFACTURING
The product manufacturing sterilisation, packaging and distribution is through an outsourced
model in the UK. The CE Mark falls within the Medical Device Agency’s
Class II b and requires regular inspections by Lloyds Quality Assurance in order to
validate the quality control procedures covering the manufacture, distribution and
potential recall of products.
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ANNEXURE 5
AURIDIAM LIMITED’S BACKGROUND
Financial Year
1987 • Auridiam listed its securities on the official list of the Australian Stock Exchange
on 15 January 1987 with its principal business being minerals exploration.
1988 • The Company’s activities were expanded into the production engineering area
with the acquisition of PG Watson & Co Pty Ltd with the profits from this
business assisting in providing funding for exploration activities.
1991 • Awarded a Special Mining Grant over the River Ranch kimberlite pipe in
Zimbabwe.
1992 • Commissioning of Phase 1 diamond recovery plant at River Ranch (pilot plant).
• Completion of drilling programme proving a minimum measured resource of
17.5 million tonnes to a depth of 150 metres at River Ranch.
• Recovery of a marketable parcel of diamonds (5,000 carats) from River Ranch.
• Consortium formed to conduct pre-feasibility on Sin Quyen Gold/Copper Deposit
in Vietnam.
1993 • Completion of feasibility study for the River Ranch Diamond Project.
• Granting of an Exclusive Licence covering exploration of the Sin Quyen
Gold/Copper deposit.
1994 • Phase II Plant upgrade commissioned at River Ranch.
• Recovery of large individual diamonds of up to 75 carats.
• Granted prospecting licences over areas containing five known kimberlites and
suspected palaeo-channel in Botswana.
1995 • Increased annual diamond production to 173,783 carats.
• Diamonds recovered from four out of the five kimberlites in Botswana.
1996 • Final Phase III Plant upgrade commissioned at River Ranch designed to process
1.5M tonnes of ore per annum.
• Diamond production at a record 383,181 carats.
• Acquired an option to purchase gold deposits on Woodlark Island in the Solomon
Sea.
• Completed a drilling programme on the Woodlark Island gold deposits increasing
the identified resource from 192,000 ounces to 372,500 ounces.
• Exchanged direct interest in Sin Quyen Copper/Gold Project to a shareholding in
North Star Resources NL.
1997 • Energised diamond exploration properties in Australia and Botswana by entering
into joint venture arrangements.
• Diamond production at River Ranch increased to 483,348 carats.
• Exercised option to purchase Woodlark Gold Project.
• Established an independent board and separate management structure at River
Ranch which completed capital raising for operations in Zimbabwe.
1998 • Ceased mining at River Ranch following a continued fall in diamond prices.
• Sold 25% equity in Woodlark Mining Limited to listed Canadian company BM
Diamondcorp Inc. That company acquired the right to earn a further 26% by
expenditure of $A3 million.
1999 • Sold interest in River Ranch diamond mine which had ceased operations.
• Commenced building industrial assets with the purchase of Guster Engineering –
manufacturer of stainless steel bread slicing blades.
• Kimberley Diamond Company NL (Kimberley) acquired options to purchase
Auridiam’s interests in certain tenements in the Ellendale region of Western
Australia
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2000 • Industrial assets expanded with the acquisition of Recom Engineering Pty Ltd
(Recom) with factories in Melbourne and Perth.
• Trial mining at BK16 in Botswana.
• Entered into agreement with Misima Mines Limited (Misima Mines) to
participate in the Woodlark Island Gold Project.
2001 • Recom business expanded with purchase of Allmakes Compressors in Sydney.
• Kimberley advised it would not be exercising its option over EO4/813 at
Ellendale.
• Misima Mines advise of withdrawal from Woodlark Island Gold Project.
• Trial mining results at BK16 in Botswana prove disappointing.
2002 • Transferred all diamond interests in Australia and Botswana to a wholly owned
subsidiary, Blina Diamonds Limited (Blina), in preparation for a capital raising
and separate listing of that company.
• Established Promec Pty Ltd to manufacture replacement pump parts.
2003 • Recom business further expanded with the acquisition of CEC Engineering in
Brisbane and the purchase of entire assets and stock of Daysons in Sydney.
• Appointed as priority supplier of re-manufactured compressors to Trane
Australia.
• Sold Blina to Kimberley.
Financial Half
Year
2004
• Profit for the half year of $358,967 on revenue of $4.5 million.
• Heads of Agreement signed on development of RVM Motor Technology.
• Investment in Woodlark Mining Limited sold to BM Diamondcorp Inc for
1,500,000 common shares in that listed company.
• Established Air Conditioning Factory Pty Ltd to import and distribute “Fujin”
air-conditioning units.