TIDMTSP
RNS Number : 6326Y
TruSpine Technologies PLC
05 May 2023
5 May 2023
TruSpine Technologies plc
("TruSpine" or the "Company")
Notice of General Meeting
The Company announced on 26 April 2023 that it had received a
valid request under section 303 of the Companies Act 2006 to
convene a general meeting to consider resolutions to remove Norman
Lott, Nikunj Patel, Annabel Schild and Laurence Strauss as
directors of the Company and appoint Todd Michael Cramer, Peter
Houghton and Anthony Swoboda as directors of the Company, as well
as to re-convene the adjourned 2022 Annual General Meeting as soon
as reasonably practical.
In accordance with the statutory timetable, the Company posted a
circular to shareholders today, being 5 May 2023.
The directors of TruSpine unanimously recommend that
shareholders vote against the proposed resolutions. The circular
includes a notice of the requisitioned general meeting, which has
been convened for 1.00 pm on Wednesday 31 May 2023.
The Letter from the CEO section of the circular is detailed in
full below and a copy of the shareholder circular containing the
notice of general meeting will shortly be available on the
Company's website http://truspine.org/ .
Capitalised terms used in this announcement have the meanings
given to them in the circular published on 5 May 2023, unless the
context provides otherwise.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation, and the Directors of the Company
are responsible for the release of this announcement.
Enquiries:
TruSpine Technologies Plc Tel: +44 (0)20 7118 0852
Laurence Strauss, Chief Executive Officer
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Tel: +44 (0)20 7213 0880
Liam Murray / Ludovico Lazzaretti
Oberon Capital (Joint Broker)
Tel: +44 (0)20 3179 5300
Mike Seabrook / Chris Crawford
Peterhouse Capital Limited (Joint Broker & Financial Adviser)
Tel: +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
Novus Communications (PR and IR) Tel: +44 (0)207 448 9839
Alan Green / Jacqueline Briscoe novuscomms@truspine.org
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
LETTER FROM THE CEO
TRUSPINE TECHNOLOGIES PLC
(Incorporated and registered in England and Wales under the
Companies Act 2006 with registered number 09345973)
5 May 2023
Directors: Registered office
Laurence Richard Strauss Chief Executive Officer Spectrum House Af33
Beehive
Norman Alec Charles Group Chief Financial Officer Ring Road
Lott
Annabel Martha Schild Non-Executive Director London Gatwick Airport
Timothy Hugh David Non-Executive Director Gatwick RH6 0LG
Evans
Nikunj ("Nik") Kantilal Non-Executive Director
Patel
1. INTRODUCTION
On 26 April 2023, the Board announced that it had received a
requisition notice from the Named Shareholders, notifying the
Company that they hold in aggregate 19.4 per cent. of TruSpine
Shares on the date of the requisition (the "Requisition Notice").
The Named Shareholders are requisitioning a general meeting of the
Company to remove certain directors of the Company and to replace
them with certain individuals proposed by the Named
Shareholders.
The Requisition Notice from the Named Shareholders, required the
Board to convene a general meeting of the Company's shareholders to
consider resolutions to remove the Company's CEO, Laurence Strauss,
the Company's CFO, Norman Lott, Annabel Schild, and Nik Patel both
of whom are Non-Executive Directors of the Company and to replace
them with the Proposed Directors, being Todd Michael Cramer, Peter
Houghton and Anthony Swoboda and to re-convene the adjourned 2022
Annual General Meeting as soon as reasonably practical (the
"Requisition Resolutions").
If any or all of the Resolutions concerning the appointment of
the Proposed Directors are passed, the relevant Proposed Directors
will be appointed to the board of the Company subject to completion
of standard regulatory due diligence which will be completed as
soon as practicable.
The full text of the Requisition Notice and the accompanying
explanatory statement provided by the Named Shareholders is
included in Appendix I of the circular dated 5 May 2023.
The Board is required to convene a general meeting within 21
days of the receipt of the Requisition Notice, with such meeting
being required to be held on a date not more than 28 days after the
date of the notice convening it, and accordingly the circular
contains the notice of the General Meeting, which is to be held at
1.00 p.m. on 31 May 2023 at the Company's offices at Spectrum
House, Beehive Ring Road, Gatwick Airport, RH6 0LG, UK, at which
the Resolutions will be considered.
The Board unanimously recommends that all TruSpine Shareholders
vote against the Requisition Resolutions.
The purpose of the circular is to explain the Board's views on
the Resolutions in order that shareholders are properly informed
and able to make their voting decision on that basis.
2. BACKGROUND REGARDING THE CURRENT POSITION OF THE COMPANY
Introduction
TruSpine's Shares are admitted to trading on the Access segment
of the AQUIS Stock Exchange Growth Market and the Company is
focused on the spinal (vertebral) stabilisation market. The Company
is developing disruptive technologies for use in the spinal
stabilisation market, commencing with the following three
devices:
- Cervi-LOK - for the cervical and upper thoracic spine;
- Faci-LOK - for the lumbar and lower thoracic spine; and
- GRASP Laminoplasty - a treatment for decompression of the spinal cord.
These devices represent a potentially significant development in
spinal fixation, by providing stabilisation while not altering the
bony spinal anatomy of patients through the use of screws, staples
or other devices which currently dominate the spinal market.
The Company is seeking to obtain regulatory clearance from the
US Food and Drug Administration ("FDA") for its Cervi-LOK product.
As announced 3 January 2023, the delays in the finalisation of the
FDA 510k submission have centred around compression testing, a main
test required by the FDA, however it was eventually determined that
the issue was with the testing block rather than the Cervi-LOK
product itself. Following adjustments to the testing block, all
tests were successfully completed and are ready for submission to
the FDA by the independent testing facility.
As announced on 5 April 2023, the Company is working towards
making its FDA 510(k) application without further delay. In the
same announcement, the Company also disclosed that it had
terminated a consultancy agreement with J Lees S Consultants LLC
("JLSC") through which, inter alia, the services of Frank Boehm
were provided. Mr Boehm was the inventor of the technologies behind
Faci-LOK, Cervi-LOK and GRASP Laminoplasty systems.
The Company noted that Mr Boehm has made various claims about
the validity and ownership of the Company's intellectual property.
The Company confirmed that it continues to hold the intellectual
property in relation to the three non-invasive spine stabilisation
products under development, as set out in the Admission Document
dated 19 August 2020.
The Company will subsequently seek clearance for Faci-LOK and
GRASP Laminoplasty.
Board changes
On 28 February 2023, the Company announced that its then CEO Ian
Roberts had resigned from his role as a director of the Company
with immediate effect whilst continuing as an employee of the
Company. Laurence Strauss was appointed as acting Managing Director
of the Company (non-board appointment) at the same time.
On 5 April 2023, the Company announced appointment of Laurence
Strauss as CEO and director of the Company. Concurrently, Martin
Armstrong, the Company's then Non-executive Chairman, resigned from
the Company with immediate effect.
Funding & Working capital position
As per the Company's recent announcements in 2023, the Company
has been attempting to secure funding to see it through to its
first FDA submission.
On 3 January 2023, the Company announced that it had entered
into a bridging loan facility of GBP200,000 (the "Bridge Loan") and
a non-binding letter of intent for a staged equity funding of
GBP2.4 million over three tranches with a UK investment group. The
terms of the loan included an 8% interest per annum and repayment
from proceeds of the first tranche of the equity funding or
conversion to equity on the same terms. The equity funding was
subject to conditions such as appointing a non-executive director
proposed by the UK investment group and an existing non-executive
director moving to an executive director role. The Company expected
receipt of the Bridge Loan funds immediately and the first tranche
drawdown no later than 31 January 2023, subject to due diligence
and appointment of a nominated director to the board of the
Company.
Ultimately, due to repeated delays to receipt of the Bridge Loan
funds and non-cooperative actions on behalf of the UK investment
group, the Directors no longer believed that the Bridge Loan and
staged equity financing would be received by the Company. The
Company is now taking legal advice on pursuing the UK investment
group for the funds owed under the Bridge Loan as announced on 25
April 2023.
The Company has been able to successfully secure funding as per
the recent announcements set out below:
-- On 28 February 2023, the Company entered into a loan agreement and received GBP200,000.
-- On 25 April 2023, the Company entered into a GBP100,000 loan agreement with Annabel Schild, Non-Executive Director of the Company. Annabel Schild is considered a "Related Party" as defined under the AQSE Growth Market Access Rulebook as a result of being a director of TruSpine. The Loan Agreement therefore constituted a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook. The directors of TruSpine independent of the Loan Agreement confirmed that, having exercised reasonable care, skill and diligence, the related party transaction was fair and reasonable insofar as the shareholders of TruSpine are concerned.
As announced on 25 April 2023, the Company also anticipates
receipt of a HMRC R&D tax credit of approximately GBP200,000 by
end of Q2 2023. The Company has limited working capital resources
and continues to carefully manage its cash position.
The Board of Directors
The Board comprises five directors.
Laurence Strauss , Chief Executive Officer
Laurence started his career in 1986 working in the City and
built a private client broking business working for, inter alia,
Allied Provincial and Elders Finance. Laurence left the City in
1992, serving as a director of Longbrooke Electrical Ltd, an
electrical contracting business and overseeing its expansion,
following which he replicated the growth model in another business.
More recently, Laurence has been advising private clients on equity
investments and initial public offerings, he was first introduced
to TruSpine Technologies Plc as a fundraiser for the Company's
IPO.
Norman Lott , Group Chief Financial Officer
Mr. Lott is an experienced CFO with significant public company
experience, having held multiple roles with AIM companies quoted on
the London Stock Exchange. He is a member of the Institute of
Chartered Accountants in England and Wales having qualified in 1980
and aside from his experience as a CFO, he has also held positions
in business management including that of deputy CEO. He has also
been involved in several international corporate transactions and
has experience in the healthcare sector.
Annabel Schild , Non-Executive Director
Ms. Schild is an entrepreneur, having invested in multiple
companies in finance, technology and hospitality over the last 31
years. In addition to her wealth of investment experience, Ms.
Schild has also held directorships including non-executive roles
across a range of industries including hospitality. Her father was
the founder of Huntleigh Technology plc from 1985, the
London-listed global healthcare business, which was sold to the
Swedish medical equipment group Getinge AB for GBP409 million in
2006. She is a founding shareholder and investor in ClearBank Ltd,
the UK's first new clearing bank in more than 250 years, providing
open competition and transparency to the UK financial services
marketplace.
Timothy Evans , Non-Executive Director
Dr Evans qualified in 1979 from the Westminster Hospital Medical
School, and runs a private, independent general practice in London.
He specialises in women's health, and also has an interest in
functional and musculoskeletal medicine. Dr Evans has a wealth of
experience in his 40-year career, including setting up a specialist
practice in the care of women and children, as well as a fully
integrated practice in conventional, complementary and alternative
healthcare. He has worked extensively in Africa and re-established
primary health clinics in rural areas of Zimbabwe after ten years
of civil war. In 2003, he was appointed to the position of
Apothecary to HM the Queen and The Royal Households of London. In
2016 HM The Queen awarded him as a Lieutenant of the Royal
Victorian Order (LVO) for his services.
Nik Patel , Non-Executive Director
Nik has been a practising Consultant Neurosurgeon and Honorary
Senior Clinical Lecturer at the Institute of Clinical Neurosciences
(University of Bristol) since his appointment in 2005, where he has
developed specialist interests and expertise in surgical treatments
for spinal pain, cranial nerve hyperactive disorders and functional
brain disorders. His surgical and research interests have focused
on developing innovations, and advancing less-invasive and
stream-lined procedural solutions. He has been recognised for his
neurosurgical research excellence with a Medical Research Council
fellowship; awards from both the American and the European
Associations of Neurological Surgeons; and a Hunterian
Professorship from the Royal College of Surgeons of England.
3. REASONS FOR THE BOARD'S RECOMMATION TO VOTE AGAINST THE REQUISITION RESOLUTIONS
CEO Statement
As an existing shareholder of the Company, I was pleased to be
asked to join the Company, first as acting Managing Director
(non-board position) and then as Chief Executive Officer (board
position). Nonetheless, it has been a challenging start, with our
Board immediately facing a series of complex decisions and a need
to restructure. We note that in the Requisition Notice tabled for
the General Meeting, in the 'Statement of Members', the current
Board are held responsible for the decline in the share price. This
is a rather odd statement given the monumental decline in the share
price that took place since the Company's introduction to the Aquis
Stock Exchange in August 2020, and that j ust over two months have
passed since the Board restructure and my appointment.
I am pleased to confirm that since 28 February 2023, the steps
we have already taken are paving the way to re-focus the business
and management team. From an operational standpoint, we have
delivered a reduction in overheads, while our new management team
and advisers remain focussed on progressing the FDA application and
core business.
Following joining TruSpine as CEO I became aware the Company
needed to undergo a transition process. I can reassure TruSpine
Shareholders that we have already made tangible progress. I would
also like to thank our Board, and in particular Non-Executive
Director Annabel Schild for her unwavering support and belief in
the future of TruSpine. My focus as CEO is to create value for
shareholders and I remain committed to this.
I am aware that suggestions have been made questioning the
Company's good title to its intellectual property. In particular I
note in the 'Statement of Members' that they wish to 'negotiate a
new license'. This implies TruSpine does not hold the intellectual
property. This is simply not true, and this, along with other
suggestions that have been circulated add up to what we believe is
a blatant and cynical attempt to remove value from the Company and
shareholders, and sabotage the Company's FDA approval process.
The Company confirms that it holds the intellectual property in
relation to the three non-invasive spine stabilisation products
under development, as set out in the Admission Document dated 19
August 2020.
I strongly urge shareholders to vote against the Resolutions to
avoid any further disruption and delays to the Company's
progress.
Conclusion
In conclusion, the Board firmly believes that the appointment of
the Proposed Directors and the removal of certain current directors
of the Company would be detrimental to the interests of TruSpine
Shareholders.
4. RECOMMATION
For the reasons set out above, the Board considers that the
Requisition Resolutions are, in each case, not in the best
interests of the Company or TruSpine Shareholders, as a whole.
The Board therefore unanimously recommends that all TruSpine
Shareholders vote AGAINST the Requisition Resolutions which are set
out as resolutions 1 to 8 in the Form of Proxy, as they intend to
do in respect of their aggregate shareholdings of 6.6 per cent of
the Company's current issued share capital.
5. ACTION TO BE TAKEN
You will find, set out at the end of the circular, a Notice
convening the General Meeting, to be held at 1.00 p.m. on 31 May
2023 at the Company's offices at Spectrum House, Beehive Ring Road,
Gatwick Airport, RH6 0LG, UK at which the Resolutions will be
considered. The full text of the Resolutions is set out in the
attached Notice. Voting at the General Meeting will be by poll and
not on a show of hands and each TruSpine Shareholder entitled to
attend and who is present in person or by proxy will be entitled to
one vote for each TruSpine Share held.
You will find enclosed with the circular a Form of Proxy for use
at the General Meeting or any adjournment thereof. Whether or not
you intend to be present at the General Meeting, you are requested
to complete and sign the Form of Proxy in accordance with the
instructions printed on it so as to be received by the Company's
registrars, Share Registrars Limited, 3 The Millennium Centre,
Crosby Way, Farnham, GU9 7XX as soon as possible, and in any event,
no later than 1.00 p.m. on 26 May 2023 (or, in the case of an
adjournment, not later than 48 hours (excluding non-working days)
before the time fixed for the holding of the adjourned
meeting).
You may also lodge a proxy vote online with Share Registrars
Limited. You can register your vote for the General Meeting by
logging on to www.shareregistrars.uk.com, clicking on the "Proxy
Vote" button and then following the on-screen instructions as soon
as possible but in any event no later than 1.00 p.m. on 26 May
2023.
If you hold TruSpine Shares in CREST and you wish to appoint a
proxy or proxies for the General Meeting or any adjournment(s)
thereof by using the CREST electronic proxy appointment service,
you may do so by using the CREST proxy voting service in accordance
with the procedures set out in the CREST manual. CREST personal
members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider, should refer to that
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf. Proxies submitted via
CREST (under CREST ID 7RA36) must be sent as soon as possible and,
in any event, so as to be received by the Company's registrars,
Share Registrars Limited, by no later than 1.00 p.m. on 26 May 2023
(or, in the case of an adjournment, not later than 48 hours
(excluding non-working days) before the time fixed for the holding
of the adjourned meeting).
Shareholders wishing to complete their paper Form of Proxy in
line with the Board's recommendations should place an "X" in the
boxes under the heading "Against" alongside resolutions 1 to 8.
If you have any questions relating to the circular, the General
Meeting and/or the completion and return of the Form of Proxy,
please telephone Share Registrars Limited, on 01252 821390. Calls
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday (excluding public holidays in England and
Wales). Please note that Share Registrars Limited cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
The completion and return of a Form of Proxy (or the electronic
appointment of a proxy) will not preclude you from attending and
voting in person at the General Meeting or any adjournment thereof,
if you wish to do so and are so entitled.
Yours faithfully,
Laurence Strauss
CEO
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END
NEXFLFVSEFIEIIV
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