14
March 2024
TruSpine Technologies
plc
("TruSpine" or the
"Company")
Issue of Equity, Director
Dealing, Surrender of Warrants, Approval of
Convertible Loan Note and
Related Party Transaction
TruSpine Technologies plc, (AQSE:
TSP) the medical device company focused on the development of its
pioneering "screwless," spinal (vertebral) stabilisation systems is
pleased to announce that the Company has today taken a step
forward with a new funding package.
Highlights:
·
The Company has raised £290,740 through the issue
of 19,382,698 new ordinary shares at a price of 1.5 pence per share
("Fundraise");
·
The Company has entered into warrant surrender
deeds with certain warrant holders of the Company over 16,000,000
new ordinary shares ("Warrant Surrender")
·
The Company has approved an unsecured convertible
loan note to the value of up to £1,500,000 ("CLN")
·
In aggregate, the Company has raised gross
proceeds of approximately £427,000 through the Fundraise and
CLN
Geoff Miller, Non-executive Chairman commented:
"I
am delighted to announce that we have completed this second step
towards a new future for TruSpine, the first being the changes to
the Board announced last week. On Friday we will take a further
step forward by providing all shareholders with an opportunity to
meet with the Board at the previously announced AGM. I look forward
to updating shareholders."
Fundraise
The Company has issued 19,382,698
new ordinary shares at a price of 1.5 pence per share ("Fundraise
Shares") raising gross proceeds of £290,740. The Company used
existing shareholder authorities and authority that was released
following the Warrant Surrender, further details of which are set
out below.
Geoff Miller, a director of the
Company subscribed for 7,561,828 new ordinary shares in the
Fundraise.
Convertible Loan Note
The Company has approved the issue
of a CLN for up to £1,500,000. The Company has currently received
£136,537 of subscriptions under the CLN. The terms of the CLN
are set out below:-
|
Interest rate:
|
nil
|
|
Conversion price:
|
1.5 p
|
|
Redemption date:
|
30 June 2024 or on availability of
additional shareholder authority
|
Geoff Miller, a director of the
Company has subscribed for £136,573 of CLNs.
In aggregate, the Company has raised
gross proceeds of approximately £427,000 through the Fundraise and
CLN.
Warrant Surrender
The Company has entered warrant
surrender deeds with certain warrant holders of the Company over
16,000,000 new ordinary shares in the Company ("Surrendered
Warrants"). In lieu of the warrant holders agreeing to the Warrant
Surrender, the Company has agreed to issue the warrant holders
warrants over 16,000,000 new ordinary shares which will be
exercisable in perpetuity ("New Warrants"). 6,500,000 of the New
Warrants are intended to carry an exercise price of 7.5p, 9,040,000
are intended to have an exercise price of 6p per new ordinary share
and the balance of the New Warrants are intended to carry an
exercise price of 5p per new ordinary share. The issuance of the
New Warrants is conditional on shareholder approval at a general
meeting and a further announcement will be made to confirm the
exercise prices of the New Warrants. Certain directors of the
Company participated in the Warrant Surrender and New Warrants as
set out below:
|
Director
|
Warrants surrendered under
the Warrant Surender
|
Exercise
price
|
|
Norman Lott
|
200,000
|
7.5p
|
|
Nikunj Patel
|
1,000,000
|
7.5p
|
Related Party Transaction
Geoff Miller, Norman Lott and Nikunj
Patel are considered "Related Parties" as defined under the AQSE
Growth Market Access Rulebook as a result of those individuals
being directors of TruSpine. Geoff's participation in the
Fundraise, CLN, and Norman Lott, Nikunj Patel's participation in
the Warrant Surrender (together the "Transactions") therefore
constitute related party transactions for the purposes of Rule 4.6
of the AQSE Growth Market Access Rulebook.
The directors of TruSpine
independent of the Transactions confirm that, having exercised
reasonable care, skill and diligence, the Transactions are fair and
reasonable insofar as the shareholders of TruSpine are
concerned.
Admission
Application has been made for the
Fundraise Shares to be admitted to trading on the Aquis Stock
Exchange Growth Market on or around 20 March 2024 ("Admission") and
will rank pari passu with
the ordinary shares of the Company in issue.
Total Voting Rights
Following Admission, the Company's
issued share capital will consist of 139,694,567 ordinary shares
with voting rights. The new ordinary shares will rank pari passu with the existing ordinary
shares. No ordinary shares are held in treasury at the date of this
announcement and therefore following Admission, the total number of
ordinary shares in the Company with voting rights will be
139,694,567.
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
|
|
|
Peterhouse Capital Limited
(Broker & Financial Adviser)
|
Tel: +44 (0)20 7469 0930
|
|
Lucy Williams / Duncan
Vasey
|
|
|
Novus Communications (PR and
IR)
|
Tel: +44
(0)20 7448 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 identified 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 reflect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
|
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a.
|
Name
|
1) Norman Lott
2) Nikunj
Patel
|
|
2
|
Reason for notification
|
|
|
a.
|
Position/Status
|
PDMR
1) CFO
2) NED
|
|
b.
|
Initial notification/
Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a.
|
Name
|
TruSpine Technologies Plc
|
|
b.
|
LEI
|
213800HNZX9B1QZPB225
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a.
|
Description of the financial
instrument, type of instrument
Identification Code
|
Warrants over ordinary shares of
0.01 pence each
ISIN: GB00BMZCKL55
|
|
b.
|
Nature of the transaction
|
Surrender of warrants pursuant to
the Warrant Surrender
|
|
c.
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
1)
£0.075
2)
£0.075
|
1)
200,000
2)
1,000,000
|
|
|
|
|
d.
|
Aggregated information
- Volume
- Price
|
N/A
|
|
e.
|
Date of the transaction
|
14 March 2024
|
|
f.
|
Place of the transaction
|
London
|
|
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a.
|
Name
|
Geoff Miller
|
|
2
|
Reason for notification
|
|
|
a.
|
Position/Status
|
Director
|
|
b.
|
Initial notification/
Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a.
|
Name
|
TruSpine Technologies Plc
|
|
b.
|
LEI
|
213800HNZX9B1QZPB225
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a.
|
Description of the financial
instrument, type of instrument
Identification Code
|
Ordinary shares of 0.01 pence
each
ISIN: GB00BMZCKL55
|
|
b.
|
Nature of the transaction
|
Participation in the
Fundraise
|
|
c.
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
£0.015
|
7,561,828
|
|
|
|
|
d.
|
Aggregated information
- Volume
- Price
|
N/A
|
|
e.
|
Date of the transaction
|
14 March 2024
|
|
f.
|
Place of the transaction
|
London
|
