TIDMMED
RNS Number : 3207I
Intelligent Ultrasound Group PLC
08 August 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN INTELLIGENT ULTRASOUND GROUP PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION.
Intelligent Ultrasound Group plc
("Intelligent Ultrasound" or the "Company")
Placing to raise GBP6.25 million and Open Offer to raise up to
approximately GBP0.25 million
and
Notice of General Meeting
Intelligent Ultrasound (AIM: MED), the intelligent ultrasound
software and simulation company, is pleased to announce an
oversubscribed Placing to raise GBP6.25 million (before the
deduction of fees and expenses) through the conditional issue of
62,500,000 Placing Shares at 10 pence per Ordinary Share. In
addition, the Company is proposing to raise up to approximately a
further GBP0.25 million (before the deduction of fees and expenses)
through an Open Offer via the issue of up to 2,506,043 Open Offer
Shares at 10 pence per Ordinary Share. The New Ordinary Shares will
rank, pari passu, in all other respects with the Company's Existing
Ordinary Shares.
Key Highlights
-- Oversubscribed Placing to raise GBP6.25 million through the
conditional issue of 62,500,000 Placing Shares to new and existing
institutional and other investors at 10 pence per Placing Share
-- Proposed Open Offer to raise up to approximately GBP0.25
million through the issue of up to 2,506,043 Open Offer Shares to
Qualifying Shareholders at 10 pence per Open Offer Share
-- The Issue Price equates to the closing mid-market price of 10
pence on 7 August 2019, being the last trading date prior to
announcement of the proposed Transaction
-- The net proceeds of the Transaction will be used to complete
the development and launch of the first ScanNav products to market
under the Group's recently announced OEM agreement, complete the
development of the Group's second ScanNav product and launch to
market under a second OEM agreement, complete the proof of concept
development work on the first ScanNav Assist products, continue the
proof of concept development work on ScanNav HealthCheck and
general working capital
General Meeting
The Transaction is conditional, inter alia, upon Shareholder
approval at the General Meeting of the Company which is expected to
be held at the offices of Memery Crystal LLP, 165 Fleet Street,
London, EC4A 2DY at 11.00 a.m. on 27 August 2019.
Stuart Gall, CEO at Intelligent Ultrasound, said: "This is an
exciting time for the Group. The fund raise will enable us to bring
our first Intelligent Ultrasound products to market under the
Group's recently signed OEM agreement, complete the development and
launch our second AI product, as well as accelerating the
development of a range of follow-on clinical AI products. We
believe the market for AI-based software tools, in the real-time
ultrasound image analysis sector, has considerable potential and we
would like to thank both our new and existing shareholders for
their support."
A Circular containing the Notice of the General Meeting to
approve, amongst other things, resolutions relating to the
allotment of the New Ordinary Shares, is expected to be published
by the Company and sent to Shareholders later today, together with
a Form of Proxy and, in the case of Qualifying Shareholders, the
Application Form. A copy of the Circular and Form of Proxy will be
available on the Company's website at
www.intelligentultrasoundgroup.com. Your attention is drawn to the
letter from the Chairman of the Company which is set out in the
Circular and which contains, amongst other things, the Directors'
unanimous recommendation that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting.
Enquiries:
Intelligent Ultrasound Group www.intelligentultrasound.com
plc
Stuart Gall, CEO Tel: +44 (0)29 2075 6534
Cenkos Securities Tel: +44 (0)20 7397 8900
Giles Balleny/Cameron MacRitchie
(Nominated Adviser)
Michael Johnson/Julian Morse
(Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780
or intelligentultrasound@walbrookpr.com
Anna Dunphy/Paul McManus Mob: +44 (0)7876 741 001/Mob: +44
(0)7980 541 893
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section.
The following is extracted from the Circular:
Introduction
On 8 August 2019, the Company announced a proposed Placing and
Open Offer, pursuant to which it proposes to raise, subject to
certain conditions (i) GBP6.25 million (before expenses) by the
conditional Placing of 62,500,000 new Ordinary Shares at the Issue
Price to certain institutional and other investors; and (ii) up to
approximately GBP0.25 million (before expenses) by way of an Open
Offer made to Qualifying Shareholders of up to 2,506,043 new
Ordinary Shares at the Issue Price.
The net proceeds of the Placing and the Open Offer will be used
to develop the Company's products and provide additional working
capital for the Group, as described in more detail below. The
Placing and the Open Offer are conditional (amongst other things)
upon the passing of certain resolutions in order to ensure that the
Directors have the necessary authorities and powers to allot the
New Ordinary Shares. The Issue Price equates to the closing middle
market price of 10 pence per Ordinary Share on 7 August 2019 (being
the last Business Day before publication of this announcement).
The Placing, which has been arranged by Cenkos pursuant to the
terms of the Placing and Open Offer Agreement, is also conditional
on the Company obtaining approval from its Shareholders to disapply
statutory pre-emption rights and to grant the Board authority to
allot the New Ordinary Shares and upon Admission.
Background to and reasons for the Placing and Open Offer
Intelligent Ultrasound (formerly MedaPhor Group plc) intends to
make ultrasound easier for clinicians to use both in the clinic,
via artificial intelligence-based clinical ultrasound image
analysis software for medical ultrasound machines, and in the
classroom, via advanced ultrasound training simulators to teach
medical practitioners.
On 3 July 2019, Intelligent Ultrasound signed its first
long-term licence and co-development agreement for its AI software
with one of the world's leading ultrasound equipment manufacturers.
The long-term agreement will enable the integration of Intelligent
Ultrasound's real-time image analysis software onto a range of
specialty specific ultrasound systems marketed in the global
healthcare market. Co-development work with the OEM partner has
commenced and the first royalty per unit revenues are expected
during 2021, following regulatory approval. Terms of the agreement
are confidential and undisclosed for commercial reasons.
The Directors intend for Intelligent Ultrasound to use the net
proceeds of the Placing and Open Offer to capitalise on this
agreement by accelerating the development and launch of the
Company's AI software into multiple clinical areas and to seek to
become one of the leaders in realtime ultrasound image
analysis.
Background to the Company
Based in Cardiff and Oxford in the UK, Atlanta in the US and
with representation in Beijing in Asia, the Group operates two
divisions: an AI software development based Clinical AI Division
and a revenue generating Simulation Division.
Originally focused on developing and selling hi-fidelity
simulators to the professional ultrasound training market, in
November 2017 the Company acquired Intelligent Ultrasound Limited,
an early stage spin-out company from The University of Oxford that
was developing ultrasound image analysis algorithms. This
acquisition enabled the Group to form a Clinical AI Division based
on the work of Professor Alison Noble OBE, FREng, FRS, one of the
world's leading academics in ultrasound image analysis using
AI.
The Clinical AI Division has planned a software development
pathway, under the "ScanNav" family brand name, which in the first
phase comprises AI software based on the ScanNav Audit, ScanNav
AutoCapture and ScanNav AnatomyGuide product lines; and
subsequently expects to include the development of ScanNav Assist
and ScanNav HealthCheck.
ScanNav Audit
In 2019, Intelligent Ultrasound completed two successful pilots
of its first ScanNav Audit software at the Fetal Medicine
Department of St George's University Hospitals NHS Trust, London
and at the Princess Anne Wing Ultrasound Department of the Royal
United Hospitals, Bath.
During a fetal ultrasound scan, ultrasound practitioners take a
series of images which together act as a record confirming that
they have assessed the necessary fetal anatomy to determine that
the fetus does not have abnormalities. National and international
protocols set out the clinical criteria for each view and it is
important that these criteria are met to ensure that potential
fetal anomaly sites are properly examined.
The ScanNav Audit software is being developed by the Group to
provide discrete, real-time support for ultrasound practitioners
performing protocol-based scans to ensure that a complete set of
scan images which are fit for purpose are captured during the
procedure. The Directors believe that ScanNav Audit provides two
key benefits:
-- The clinician can take images in any order
By allowing the clinician to see which images have not yet been
taken, they can carry out the scan in the most appropriate order
for the position of each fetus.
-- The software assesses each image for protocol-adherence as it is saved
By acting as a live 'virtual peer review', less experienced
practitioners can be confident that the images they have taken meet
protocol standards and more experienced practitioners receive
instant assurance that they have not made a mistake.
In addition, the software can provide an auditable record of
sonographer's performance, allowing managers to monitor staff and
form part of the record keeping requirements of the clinic.
ScanNav Audit is currently a pre-commercial CE marked product in
the UK. The Company is enhancing this product to meet global
scanning standards, prior to submission for regulatory
approval.
ScanNav AutoCapture
The ScanNav AutoCapture software is being developed by the Group
to further improve sonographer workflow in protocol-based fetal
ultrasound scans.
The software continuously monitors the live ultrasound image to
capture protocol-adherent images without the sonographer needing to
press any buttons. As the sonographer moves the ultrasound probe
around the patient the ScanNav software analyses the image planes
in real time and automatically selects and saves the key images
required by the protocol.
The Directors believe that the ScanNav AutoCapture software has
the potential to:
-- Speed up workflow
Since the software automatically captures the correct images,
the operator does not need to manually freeze and save each image
required by the protocol - allowing them to focus on their dynamic
assessment of the fetus; and
-- Improve accuracy and consistency
The use of AI software should reduce the operator variability
from the procedure, which is expected to result in more accurate
and consistent images being captured.
ScanNav AutoCapture is currently a development product and the
Company is enhancing this product to meet global scanning
standards, prior to submission for regulatory approval.
The Group expects to develop and licence multiple variants of
both ScanNav Audit and AutoCapture.
ScanNav AnatomyGuide
In May 2019, Intelligent Ultrasound made the first live
demonstration of ScanNav AnatomyGuide to clinicians at the Annual
Scientific Meeting of Regional Anaesthesia United Kingdom (RA-UK).
AnatomyGuide is being developed for use during Peripheral Nerve
Block (PNB) procedures, a form of regional anaesthesia injected
around a nerve to numb a limb or region of the body. Ultrasound
guidance is used both to locate the nerve and to track the needle,
ensuring it does not damage other structures as it is inserted.
PNB can be used for certain surgical procedures as a safer and
cheaper alternative to general anaesthesia, but it requires
significant skill to guide the needle safely through the patient's
body. ScanNav AnatomyGuide automatically and in real-time,
identifies anatomical structures on the live ultrasound scan image,
highlighting structures such as arteries that must be avoided
during the needling procedure, thereby making PNB more accessible
to less experienced practitioners, potentially saving time and
money and reducing risk.
The Group commenced a clinical study within the Aneurin Bevan
University Health Board in November last year to provide supporting
clinical data for the product's development and regulatory
validation.
The Directors expect that the development phase for ScanNav
AnatomyGuide will be substantially completed this year and that the
regulatory approval process in Europe and the United States is
therefore expected to commence in 2020.
Future ScanNav products
The Company is looking to develop future products including:
ScanNav Assist
ScanNav Assist aims to facilitate the automatic recognition of
abnormalities within a general radiology scan by confirming that a
clinician has correctly scanned the anatomical area of interest and
then highlighting areas of abnormality. The Directors believe that
once developed, ScanNav Assist has the potential to allow more
point of care medical practitioners to use ultrasound imaging for
front line diagnosis. The Directors believe that such a device
would be likely to support the practice of a broad range of medical
professionals such as GPs, midwives, paramedics and doctors working
in Emergency Rooms.
ScanNav HealthCheck
ScanNav HealthCheck aims to take the concept of the ScanNav
Assist product, which is designed for use by healthcare
professionals to the next level by enabling consumers to perform
scans on themselves. When combined with the next generation of
low-cost ultrasound devices, this software, once developed, could
have the potential to enable health conscious individuals to
benefit from the ability to scan themselves at home.
Intelligent Ultrasound's strategy is to focus on the provision
of professional AI ultrasound image analysis software before moving
into the consumer AI market, as and when the relevant hardware
becomes affordable for the consumer.
Simulation Division
The Group's Simulation Division focuses on hi-fidelity
ultrasound education and training through advanced simulation. Its
three main products are the ScanTrainer obstetrics and gynecology
training simulator, the HeartWorks echocardiography training
simulator and the BodyWorks Eve Point of Care and Emergency
Medicine training simulator. To date over 800 simulators have been
sold to over 400 medical institutions in over 30 countries around
the world.
The Simulation Division's revenue rose by 24 per cent. to GBP3.1
million during the six months ended 30 June 2019 compared to the
same period in 2018 (six months ended 30 June 2018: GBP2.5 million)
and sales in North America of GBP1.30 million were almost double
those in the comparable period last year (six months ended 30 June
2018: GBP0.66 million). Although sales in the UK fell to GBP0.45
million for the six months ended 30 June 2019 (six months ended 30
June 2018: GBP0.55 million), the Directors believe this was due, at
least in part, to the uncertainty surrounding Brexit negotiations.
Rest of world sales, which are generated by the Group's reseller
network, increased to GBP1.37 million, a rise of 4 per cent. on the
comparative period in 2018 (six months ended 30 June 2018: GBP1.32
million).
The continued growth of the Simulation Division revenues is
encouraging and brings the division closer to its target of EBITDA
breakeven.
Use of proceeds
With the recent signing of its first OEM agreement, the Group
has accelerated its fundraising timetable and intends to raise
GBP6.25 million (before expenses) by way of the conditional Placing
and up to approximately a further GBP0.25 million (before expenses)
under the Open Offer. The expenses for the Transaction are expected
to be up to approximately GBP0.47 million.
The primary purpose behind the Transaction is to fund bringing
the Group's first Al-based clinical software products to market
under the Group's recently announced OEM agreement and to
accelerate the development of follow-on clinical AI products.
The net proceeds of the Transaction will be used by the Company
for the following purposes:
(a) to complete the development and launch the first ScanNav
products to market under the Group's recently announced OEM
agreement;
(b) to complete the development of the Group's second ScanNav
product and to launch this to market under a second OEM
agreement;
(c) to complete the proof of concept development work on the
first ScanNav Assist products and pilot the software on an OEM
ultrasound machine;
(d) to continue the proof of concept development work on ScanNav
HealthCheck; and
(e) for general working capital purposes.
Current trading and prospects
The Company announced its interim results for the six months
ended 30 June 2019 on 31 July 2019. The Company reported revenues
for the period under review of GBP3.1 million up 24 per cent. (H1
2018: GBP2.5 million) and a cash balance of GBP3.5 million (31
December 2018: GBP5.6 million). In July 2019, the Company signed
its first long-term licence and co-development agreement for its
first AI software products with one of the world's leading
ultrasound equipment manufacturers. The funds raised by the Placing
and Open Offer will enable the Group to bring this first product to
market, bring its second AI software product through regulatory
approval and continue the development of the next range of ScanNav
AI image analysis software, providing a platform for future revenue
growth in the potentially significant clinical ultrasound AI
software market.
Related parties' participation in the Transaction
Directors' participation in the Placing
As part of the Transaction, certain Directors and their
connected persons intend to subscribe (either personally or through
a nominee) for an aggregate of 500,000 Placing Shares at the Issue
Price. Details of the Placing Shares for which the Directors intend
to subscribe (either personally or through a nominee) are displayed
below:
Number Value Percentage
of Placing of Placing of enlarged
Shares Shares Resultant share
Number intended intended shareholding capital
of existing to be to be following following
Ordinary subscribed subscribed proposed proposed
Name Title Shares# for# for# subscription# subscription#*
----------------- ------------------ ------------- ------------ ------------ --------------- ----------------
Chief Executive
Stuart Gall Officer 628,236 200,000 GBP20,000 828,236 0.37%
Wilson Jennings Finance Director 294,118 100,000 GBP10,000 394,118 0.18%
Chief Technology
Nicholas Sleep Officer 226,471 100,000 GBP10,000 326,471 0.15%
Chief Operating
Ian Whittaker Officer 349,982 25,000 GBP2,500 374,982 0.17%
Non-Executive
Nick Avis Director 200,000 25,000 GBP2,500 225,000 0.10%
Non-Executive
Nazar Amso Director 1,084,000 50,000 GBP5,000 1,134,000 0.51%
In addition to the above:
Professor Nazar Amso is the beneficial holder of 180,000
Ordinary Shares through The Amso Trust and Professor Nazar Amso's
spouse holds 120,000 Ordinary Shares.
* On the assumption that the maximum number of Placing Shares
are issued pursuant to the Placing but not including any Open Offer
Shares that may be subscribed for pursuant to the Open Offer.
# The number of Ordinary Shares presented in this table as being
held or subscribed for by Directors refers to the number of
Ordinary Shares held or subscribed for by them either personally or
through a nominee.
The participation by the Directors referred to above in the
Placing is classified as a related party transaction for the
purposes of the AIM Rules. The Independent Directors being Riccardo
Pigliucci, David Baynes and Andrew Barker, having consulted with
Cenkos Securities, the Company's nominated adviser, consider that
the terms of the transaction are fair and reasonable insofar as the
Company's Shareholders are concerned.
Details of the Placing
Intelligent Ultrasound is proposing to raise GBP6.25 million
(before expenses) pursuant to the Placing. The Placing has
conditionally raised a total of approximately GBP4.60 million
through the placing of up to 46,000,000 EIS/VCT Placing Shares and
a total of approximately GBP1.65 million through the placing of
16,500,000 General Placing Shares. The Issue Price of 10 pence per
Placing Share equates to the closing price of 10 pence on 7 August
2019, the latest Business Day prior to publication of this
announcement.
The Placing Shares will represent approximately 28.2 per cent.
of the Enlarged Share Capital (on the assumption that the maximum
number of Placing Shares are issued pursuant to the Placing and
that the Open Offer is fully subscribed). The New Ordinary Shares
will, following Admission, rank in full for all dividends and
distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company after the date of their issue
and will otherwise rank equally in all other respects with the
Existing Ordinary Shares.
The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement,
Cenkos has conditionally agreed to use its reasonable endeavours,
as agent for the Company, to place the Placing Shares with certain
institutional and other investors. The Placing has not been
underwritten.
The Placing and Open Offer Agreement is conditional upon, inter
alia:
-- Resolutions 1 and 2 being passed without amendment;
-- compliance by the Company in all material respects with its
obligations under the Placing Agreement; and
-- Admission becoming effective by not later than 8.00 a.m. on
28 August 2019 (or such later date as is agreed between the Company
and Cenkos, being not later than 8.00 a.m. on the Long Stop
Date).
The Placing and Open Offer Agreement contains warranties from
the Company in favour of Cenkos in relation to, inter alia, the
accuracy of the information in the Circular and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Cenkos in relation to certain liabilities
it may incur in respect of the Placing. Cenkos has the right to
terminate the Placing and Open Offer Agreement in certain
circumstances prior to Admission, in particular, in the event of a
breach of the warranties given to Cenkos in the Placing and Open
Offer Agreement, the failure of the Company to comply in any
material respect with its obligations under the Placing and Open
Offer Agreement, the occurrence of a force majeure event or a
material adverse change affecting the condition, or the earnings,
management business, affairs, solvency or prospects of the Group as
a whole.
Details of the Open Offer
Intelligent Ultrasound is proposing to raise up to approximately
GBP0.25 million (before expenses) pursuant to the Open Offer. The
Issue Price per Open Offer Share equates to the closing price of 10
pence on 7 August 2019, the latest Business Day prior to
publication of this announcement. The Open Offer is being made on a
pre-emptive basis, allowing all Qualifying Shareholders the
opportunity to participate.
The Open Offer provides Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Shares at the Issue
Price pro rata to their holdings of Existing Ordinary Shares as at
the Record Date on the following basis:
2 Open Offer Share for every 125 Existing Ordinary Shares
Entitlements to apply to acquire Open Offer Shares will be
rounded down to the nearest whole number and any fractional
entitlement to Open Offer Shares will be disregarded in calculating
the Basic Entitlement. Qualifying Shareholders who do not take up
their Basic Entitlements in full will experience a dilution to
their interests of approximately 29.3 per cent. following Admission
(assuming full subscription under the Placing and the Open
Offer).
Qualifying Shareholders should note that the Open Offer Shares
have neither been placed under the Placing subject to clawback
under the Open Offer nor have they been underwritten, and that the
Placing is not conditional upon the number of applications received
under the Open Offer.
The Open Offer is subject to, amongst other matters, the
satisfaction of the conditions set out in the paragraph above
entitled "The Placing and Open Offer Agreement" and the passing of
the Resolutions, as set out in the Notice of General Meeting. The
Open Offer Shares will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of Admission.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price pro rata to
their existing holdings of Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of
their Basic Entitlements. To the extent that Basic Entitlements are
not subscribed by Qualifying Shareholders, such Open Offer Shares
will be available to satisfy such excess applications, subject to a
maximum of 2,506,043 Open Offer Shares in aggregate. To the extent
that applications are received in respect of an aggregate of more
than 2,506,043 Open Offer Shares, excess applications will be
scaled back accordingly.
However, excess applications will be rejected if and to the
extent that acceptance would result in the
Qualifying Shareholder, together with those acting in concert
with him/her/it for the purposes of the City Code on Takeovers and
Mergers, holding 30 per cent. or more of the Enlarged Share Capital
immediately following Admission. Those Placees who are Qualifying
Shareholders will also be entitled to participate in the Open
Offer.
Qualifying Shareholders should note that the Open Offer is not a
rights issue
Qualifying Non-CREST Shareholders should be aware that the
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should also be aware that, in the Open
Offer, unlike in a rights issue, any entitlements to Open Offer
Shares not applied for or not taken up will not be sold in the
market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons
(including, without limitation, custodians, nominees, trustees and
agents), or who have a contractual or other legal obligation to
forward the Circular, Form of Proxy, or the Application Form to
such persons, is drawn to the information which appears in
paragraph 6 of Part III of the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
CREST Instructions
Application has been made for the Basic Entitlements for
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Basic Entitlements will be admitted to CREST on 9
August 2019.
The Excess CREST Open Offer Entitlements will also be admitted
to CREST on 9 August 2019. Applications through the CREST system
may only be made by the Qualifying Shareholder originally entitled
or by a person entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application
Form which gives details of their Basic Entitlement under the Open
Offer (as shown by the number of the Open Offer Shares allocated to
them) with the Circular. If they wish to apply for Open Offer
Shares under the Open Offer, they should complete the accompanying
Application Form in accordance with the procedure for application
set out in the Circular and on the Application Form itself. The
completed Application Form, accompanied by full payment, should be
returned by post or by hand (during normal business hours only) to
Link Asset Services, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU, so as to arrive as soon as possible
and in any event no later than 11.00 a.m. on 23 August 2019.
Qualifying CREST Shareholders, will receive no Application Form
with the Circular but will receive a credit to their appropriate
stock account in CREST in respect of their Basic Entitlement and if
appropriate their Excess Entitlement. They should refer to the
procedure for application set out in Part III of the Circular. The
relevant CREST instruction must have settled by no later than 11.00
a.m. on 23 August 2019.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 23 August 2019. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, a Qualifying Shareholder has an
Application Form in respect of their Basic Entitlement or have
their Basic Entitlement credited to their stock account in
CREST.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
General Meeting
The Directors do not currently have authority to allot all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders to allot the New Ordinary Shares at the
General Meeting.
The Company is also seeking shareholder authority to adjust the
rules of the Company's EMI share option scheme (the "Scheme").
Currently, the rules of the Scheme restrict the number of Ordinary
Shares over which an Option (as defined in the Scheme) may be
granted to 20 per cent. of the Ordinary Shares in issue from time
to time. The Directors propose to reduce this cap from 20 per cent.
to 10 per cent. of the Ordinary Shares in issue from time to
time.
A notice convening the General Meeting, which is to be held at
the offices of Memery Crystal LLP, 165 Fleet Street, London EC4A
2DY at 11.00 a.m. on 27 August 2019, is set out at the end of the
Circular. At the General Meeting, the following Resolutions will be
proposed:
-- Resolution 1, which is an ordinary resolution, to authorise
the Directors to allot relevant securities for cash up to an
aggregate nominal amount of GBP650,060.43, being equal to
65,006,043 New Ordinary Shares (i.e. the maximum number of New
Ordinary Shares available under the Placing and Open Offer);
-- Resolution 2, which is conditional on the passing of
Resolution 1 and is a special resolution, to authorise the
Directors to allot 65,006,043 New Ordinary Shares for cash pursuant
to the Placing and Open Offer on a non-pre-emptive basis; and
-- Resolution 3, which is an ordinary resolution to authorise
the Directors to adjust the rules of the Company's EMI share option
scheme ("Scheme") to restrict the number of Ordinary Shares over
which Options (as defined in the Scheme) may be granted to 10 per
cent. of the Ordinary Shares in issue from time to time.
The authorities to be granted pursuant to the Resolutions
(inclusive) shall expire on whichever is the earlier of (a) the
conclusion of the next Annual General Meeting of the Company; and
(b) the date falling six months from the date of the passing of the
Resolutions (unless renewed varied or revoked by the Company prior
to or on that date) and shall be in addition to the Directors'
authorities to allot relevant securities and dis-apply statutory
pre-emption rights granted at the Company's Annual General Meeting
held on 23 May 2019.
Shareholders will find accompanying the Circular a Form of Proxy
for use in connection with the General Meeting. The Form of Proxy
should be completed and returned in accordance with the
instructions thereon so as to be received by Link Asset Services,
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon
as possible and in any event not later than two Business Days
before the time of the General Meeting. Completion and return of
the Form of Proxy will not prevent a Shareholder from attending and
voting at the General Meeting.
Recommendation
The Directors believe the Placing and the Open Offer and the
passing of the Resolutions to be in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of the
Resolutions as they intend so to do in respect of their beneficial
shareholdings amounting to 3,218,447 Ordinary Shares, representing
approximately 2.1 per cent. of the existing issued ordinary share
capital of the Company.
Expected Timetable of Principle Events
Record Date for the Open Offer 6.00 p.m. on 6 August 2019
Announcement of the Placing 8 August 2019
and the Open Offer, publication
and posting of the Circular,
Form of Proxy and to Qualifying
Non-CREST shareholders only,
the Application Form
Existing Ordinary Shares marked 8.00 a.m. on 8 August 2019
"ex" by the London Stock Exchange
Open Offer Entitlements and 9 August 2019
Excess CREST Open Offer Entitlements
credited to stock accounts of
Qualifying CREST Shareholders
Recommended latest time and 4.30 p.m. on 19 August 2019
date for requesting withdrawal
of Open Offer Entitlements from
CREST
Latest time for depositing Basic 3.00 p.m. on 20 August 2019
Entitlements and/or Excess Entitlements
into CREST
Latest time and date for splitting 3.00 p.m. on 21 August 2019
Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on 22 August 2019
of completed Forms of Proxy
Record time and date for entitlement Close of business on 22 August
to vote at the General Meeting 2019
Latest time and date for receipt 11.00 a.m. on 23 August 2019
of completed Application Forms
and payment in full under the
Open Offer or settlement of
relevant CREST instruction (as
appropriate)
General Meeting 11.00 a.m. on 27 August 2019
Announcement of result of General 27 August 2019
Meeting and the Open Offer
Admission and commencement of 8.00 a.m. on 28 August 2019
dealings in the New Ordinary
Shares on AIM
New Ordinary Shares credited 28 August 2019
to CREST members' accounts
Despatch of definitive share within 5 business days
certificates in certificated of Admission
form
Notes:
(i) References to times in this announcement are to London time
(unless otherwise stated).
(ii) If any of the details contained in the timetable above
should change, the revised times and dates will be notified by
means of an announcement through a Regulatory Information
Service.
Placing Statistics
Issue Price (per share) 10 pence
Number of Existing
Ordinary Shares 156,627,749
Number of General Placing
Shares 16,500,000
Number of EIS/VCT Placing
Shares 46,000,000
Total number of Placing
Shares 62,500,000
Placing Shares as a
percentage of the Enlarged
Share Capital* 28.2%
Gross proceeds of the GBP6.25 million
Placing
Open Offer Statistics
Issue Price (per share) 10 pence
Number of Open Offer up to 2,506,043
Shares
Basis of the Open Offer 2 Open Offer Shares
for
every 125 Existing
Ordinary Shares
Gross proceeds of the up to approximately
Open Offer* GBP0.25 million
Enlarged Share Capital up to 221,633,792
following the Placing
and the Open Offer*
Open Offer Shares as up to 1.1%
a percentage of the
Enlarged Share Capital*
* on the assumption that the maximum number of Placing Shares
are issued pursuant to the Placing and that the Open Offer is fully
subscribed
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
AI artificial intelligence
AIM the market of that name operated by
the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from time
to time
Application Form the application form relating to the
Open Offer which accompanies the Circular
(in the case of Qualifying Non-CREST
Shareholders only)
Basic Entitlement the number of Open Offer Shares which
Qualifying Shareholders are entitled
to subscribe for at the Issue Price
pro rata to their holding of Existing
Ordinary Shares pursuant to the Open
Offer as described in Part III of the
Circular
Business Day a day (other than a Saturday or Sunday)
on which commercial banks are open for
general business in London, England
Cenkos or Cenkos Securities Cenkos Securities plc
certificated form or an Ordinary Share recorded on a company's
in share register as being held in certificated
certificated form form (namely, not in CREST)
Clinical Products ScanNav Audit, ScanNav AutoCapture,
ScanNav AnatomyGuide, ScanNav NeedleGuide,
ScanNav Assist and ScanNav HealthCheck
Company or Intelligent Intelligent Ultrasound Group plc, a
Ultrasound company incorporated and registered
in England and Wales under the Companies
Act 2006 with registered number 09028611
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
Dealing Day a day on which the London Stock Exchange
is open for business in London
Directors or Board the directors of the Company
Circular the Circular which, for the avoidance
of doubt, does not
comprise a prospectus (under the Prospectus
Rules) or an
admission document (under the AIM Rules)
EIS enterprise investment scheme
EIS/VCT Placing Placing Shares to be issued under the
Placing and either (i) in respect of
which EIS relief is to be claimed; or
(ii) constituting a qualifying holding
for VCT purposes
EIS/VCT Placing Shares the 46,000,000 new Ordinary Shares to
be issued and allotted to the Placees
pursuant to the EIS/VCT Placing
Enlarged Share Capital the entire issued share capital of the
Company following completion of the
Placing and Open Offer on Admission,
assuming the Open Offer is fully subscribed
EU the European Union
Excess Application Facility to the extent that Basic Entitlements
to Open Offer Shares are not subscribed
for by Qualifying Shareholders in full,
such Open Offer Shares will be available
to satisfy excess applications, subject
to a maximum of 2,506,043 Open Offer
Shares in aggregate, as described in
Part III of the Circular
Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement Shareholder who has taken up his Basic
Entitlement in full, the entitlement
to apply for Open Offer Shares in addition
to his Basic Entitlement credited to
his stock account in CREST, pursuant
to the Excess Application Facility,
which may be subject to scaling back
in accordance with the provisions of
the Circular
Excess Entitlements the entitlement for Qualifying Shareholders
to apply to acquire any number of Open
Offer Shares subject to the limit on
applications under the Excess Application
Facility, as described in Part III of
the Circular
Excess Shares Open Offer Shares applied for by Qualifying
Shareholders in
accordance with the Excess Application
Facility
Ex-entitlement Date the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8 August
2019
Existing Ordinary Shares the 156,627,749 Ordinary Shares in issue
at the date of this
announcement, all of which are admitted
to trading on AIM
FCA the UK Financial Conduct Authority
Form of Proxy the form of proxy for use in connection
with the General Meeting which accompanies
the Circular
FSMA the Financial Services and Markets Act
2000 (as amended)
General Meeting the general meeting of the Company to
be held at the offices of Memery Crystal
LLP at 11.00 a.m. on 27 August 2019,
notice of which is set out at the end
of the Circular
General Placing the Placing Shares to be issued which
do not constitute EIS/VCT Shares
Group the Company and its subsidiaries
HMRC Her Majesty's Revenue and Customs (which
shall include its
predecessors, the Inland Revenue and
HM Customs and Excise)
ISIN International Securities Identification
Number
Issue Price 10 pence per Placing Share and per Open
Offer Share
IUL Intelligent Ultrasound Limited, a wholly
owned subsidiary of the Company
Link Asset Services or a trading name of Link Market Services
Link Limited
London Stock Exchange London Stock Exchange plc
Long Stop Date 27 September 2019
Money Laundering Regulations The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017, the Criminal
Justice Act 1993 and the Proceeds of
Crime Act 2002
New Ordinary Shares together, the Placing Shares and the
Open Offer Shares
Notice of General Meeting the notice convening the General Meeting
which is set out at the end of the Circular
OEM Original Equipment Manufacturer
Open Offer the conditional invitation made to Qualifying
Shareholders to apply to subscribe for
the Open Offer Shares at the Issue Price
on the terms and subject to the conditions
set out in Part III of the Circular
and, where relevant, in the Application
Form
Open Offer Shares up to 2,506,043 new Ordinary Shares
being made available to Qualifying Shareholders
pursuant to the Open Offer
Open Offer Entitlement the entitlement of Qualifying Shareholders
to subscribe for Open Offer Shares allocated
to Qualifying Shareholders on the Record
Date pursuant to the Open Offer
Ordinary Shares ordinary shares of GBP0.01 each in the
capital of the Company
Overseas Shareholders a Shareholder with a registered address
outside the United
Kingdom
Placee the subscribers for the Placing Shares
pursuant to the Placing
Placing the EIS/VCT Placing and General Placing
Placing and Open Offer the agreement entered into between the
Agreement Company and Cenkos Securities in respect
of the Placing and Open Offer dated
7 August 2019, as described in the Circular
Placing Shares the 62,500,000 New Ordinary Shares to
be issued pursuant to the Placing
Prospectus Rules the Prospectus Rules made in accordance
with the EU Prospectus Directive 2003/71/EC
in relation to offers of securities
to the public and the admission of securities
to trading on a regulated market
Qualifying CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account
Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders Ordinary Shares in
certificated form
Qualifying Shareholders holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date (but excluding any
Overseas Shareholder who has a registered
address in the United States or any
other Restricted Jurisdiction)
Receiving Agents Link Asset Services
Record Date 6.00 p.m. on 6 August 2019 in respect
of the entitlements of
Qualifying Shareholders under the Open
Offer
Regulatory Information has the meaning given in the AIM Rules
Service for Companies
Resolutions the resolutions set out in the Notice
of General Meeting
Restricted Jurisdiction each and any of Australia, Canada, Japan,
New Zealand, the Republic of Ireland,
the Republic of South Africa or the
United States and any other jurisdiction
where the Offer would breach any applicable
law or regulations
Shareholders holders of Ordinary Shares
Simulation Products ScanTrainer, HeartWorks and BodyWorks
ultrasound training simulators
Transaction the Placing and the Open Offer
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland
Uncertificated or Uncertificated recorded on the relevant register or
form other record of the Shares or other
security concerned as being held in
uncertificated form in CREST, and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
US Person has the meaning given in the United
States Securities Act 1933 (as amended)
VCT Venture Capital Trust
voting rights means all voting rights attributable
to the share capital of the
Company which are currently exercisable
at a general meeting
GBP and p United Kingdom pounds sterling and pence
respectively, the lawful currency of
the United Kingdom
Important Notices
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and
broker to the Company and no-one else in connection with the
Placing, the Open Offer and Admission. Cenkos Securities will not
be responsible to anyone other than the Company for providing the
regulatory and legal protections afforded to customers (as defined
in the rules of the FCA) of Cenkos Securities nor for providing
advice in relation to the contents of this announcement or any
matter, transaction or arrangement referred to in it. The
responsibilities of Cenkos Securities, as nominated adviser under
the AIM Rules for Nominated Advisers, are owed solely to London
Stock Exchange and are not owed to the Company or any director of
the Company or to any other person in respect of their decision to
subscribe for or purchase Placing Shares or Open Offer Shares.
Forward-looking statements
Some of the statements in this announcement include forward
looking statements which reflect the Directors' current views with
respect to financial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Company's products and services).
These statements include forward looking statements both with
respect to the Company and with respect to the sectors and
industries in which the Company operates. Statements which include
the words "expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements or negatives thereof are of a
forward looking nature.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward-looking statements are not guarantees of future performance
and the Company's actual operating results and financial condition,
and the development of the industry in which it operates may differ
materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the
Company's operating results, financial condition and liquidity, and
the development of the industry in which the Company operates are
consistent with the forward looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Accordingly,
prospective investors should not rely on these forward-looking
statements.
These forward looking statements speak only as of the date of
this announcement. The Company expressly disclaims any obligation
to publicly update or review any forward looking statement, whether
as a result of new information, future developments or otherwise,
unless required to do so by applicable law or the AIM Rules for
Companies. All subsequent written and oral forward looking
statements attributable to the Group or individuals acting on
behalf of the Group are expressly qualified in their entirety by
this paragraph. Prospective investors should specifically consider
the factors identified in this announcement which could cause
actual results to differ from those indicated or suggested by the
forward looking statements in this announcement before making an
investment decision.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States, or distributed, directly or
indirectly, in the United States. Neither this announcement nor any
copy of it may be taken or transmitted directly or indirectly into
Australia, Canada, the Republic of South Africa, New Zealand,
Japan, the Republic of Ireland or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand, or Japanese or Irish securities laws or the securities
laws of any other jurisdiction (other than the United Kingdom). The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions. This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for securities
in the United States, Australia, Canada, the Republic of South
Africa, New Zealand, Japan, the Republic of Ireland or in any
jurisdiction in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been,
and will not be, registered under the Securities Act or with any
regulatory authority or under any applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, within, into or in the United States except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any applicable state or
other jurisdiction of the United States. There will be no public
offer of the securities in the United States. The securities have
not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the securities or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the
United States. In addition, offers, sales or transfers of the
securities in or into the United States for a period of time
following completion of the Placing and the Open Offer by a person
(whether or not participating in the Placing or Open Offer) may
violate the registration requirement of the Securities Act.
The securities referred to herein have not been and will not be
registered under the applicable securities laws of Australia,
Canada, the Republic of South Africa, New Zealand, Japan or the
Republic of Ireland and, subject to certain exceptions, may not be
offered or sold within Australia, Canada, the Republic of South
Africa, New Zealand, Japan, or the Republic of Ireland or to any
national, resident or citizen of Australia, Canada, the Republic of
South Africa, New Zealand, Japan, or the Republic of Ireland or any
other jurisdiction where to do so might constitute a violation of
local securities laws or regulations.
No representation or warranty, express or implied, is made by
the Company or Cenkos Securities as to any of the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing, the Open Offer and Admission and nothing in this
announcement shall be relied upon as a promise or representation in
this respect, whether as to the past or the future (without
limiting the statutory rights of any person to whom this
announcement is issued). Cenkos Securities does not accept any
liability whatsoever for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information from this announcement for which the Company
and the Directors are solely responsible.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAPPXEAPNEFF
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