TIDMCREO
RNS Number : 5703V
Creo Medical Group PLC
04 December 2019
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT 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 OF CREO MEDICAL GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
4 December 2019
Creo Medical Group plc
("Creo" the "Company" or the "Group")
Results of Placing, Details of Open Offer, Posting of
Circular
and
Notice of General Meeting
Creo Medical Group plc (AIM: CREO), a medical device company
focused on the emerging field of surgical endoscopy, announces
that, further to the fundraising and accelerated book build
announcement made on 2 December 2019, and following completion of
the accelerated book build on 3 December 2019, the Company has
conditionally raised GBP50.0 million (before expenses) at the Issue
Price of 180 pence by way of the Firm Placing and Placing.
In addition to the Firm Placing and Placing, and as previously
disclosed, the Company is also proposing to raise up to GBP6.6
million by way of an Open Offer which will be available to all
Qualifying Shareholders on the Record Date. Further details of the
Open Offer and the Open Offer timetable can be found in this
announcement and the Circular.
Highlights:
-- Firm Placing and Placing to raise GBP50.0 million (before expenses) at the Issue Price.
-- Open Offer to raise up to GBP6.6 million at the Issue Price.
-- The Company intends to use the net proceeds from the
Fundraising for working capital to provide a strong balance sheet
to continue its commercialisation of the CROMA Advanced Energy
Platform and associated devices, as well as to provide funds
for:
- US commercialisation expansion including potential M&A;
- Development of IP portfolio in areas such as plasma
sterilisation, neurology and additional energy modalities within
the CROMA Advanced Energy Platform;
- Continued development of CROMA technology;
- Clinical trials for Chinese and Japanese markets; and
- Continued research and development of new devices.
General Meeting
The Fundraising is conditional, inter alia, upon Shareholder
approval at the General Meeting of the Company that is scheduled to
be held at the offices of Osborne Clarke LLP at 2 Temple Back East,
Temple Quay, Bristol BS1 6EG at 11.00 a.m. on 23 December 2019.
A circular ("Circular") containing the Notice of the General
Meeting to approve, amongst other things, resolutions relating to
the allotment and disapplication of pre-emption rights in respect
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 (investors.creomedical.com).
Your attention is drawn to the letter from the Chairman of the
Company that 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.
Capitalised terms used, but not defined in this announcement
shall have the same meaning as set out in the Circular.
Enquiries:
Creo Medical Group plc investors.creomedical.com
Richard Rees (CFO) +44 (0)1291 606 005
Cenkos Securities +44 (0)20 7397 8900
Stephen Keys / Cameron MacRitchie
(NOMAD)
Michael Johnson / Russell Kerr
(Sales)
Walbrook PR Ltd Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: +44 (0)7980 541 893 / +44 (0)7515
909 238
Introduction
The Company has today announced a conditional Firm Placing and
Placing to raise GBP50.0 million (before expenses) by the allotment
by the Company of 27,777,778 new Ordinary Shares at the Issue Price
of 180 pence per Ordinary Share.
In addition, in order to provide Shareholders who have not taken
part in the Firm Placing and Placing with an opportunity to
participate in the proposed issue of New Ordinary Shares, the
Company is providing all Qualifying Shareholders with the
opportunity to subscribe at the Issue Price for an aggregate of
3,683,138 Open Offer Shares, to raise up to approximately GBP6.6
million, on the basis of 1 Open Offer Share for every 33 Existing
Ordinary Shares, at 180 pence each, payable in full on
acceptance.
The Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of the New
Ordinary Shares whilst providing the Company with additional
capital to invest in the business of the Group.
The Offer Price is at a discount of 8.9 per cent. to the closing
middle market price of 197.5 pence per Existing Ordinary Share on
29 November 2019 (being the last practicable date prior to
announcing the Fundraising).
The Firm Placing, Placing and Open Offer are conditional, inter
alia, upon Shareholders approving the Resolutions at the General
Meeting that will grant to the Directors the authority to allot the
New Ordinary Shares and the power to disapply statutory pre-emption
rights in respect of the New Ordinary Shares. The Resolutions are
contained in the Notice of General Meeting at the end of the
Circular. Admission is expected to occur no later than 8.00 a.m. on
24 December 2019 or such later time and/or date as Cenkos
Securities and the Company may agree. The Firm Placing, Placing and
Open Offer are not underwritten.
Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to approximately GBP6.6 million (before
expenses) (assuming full take up of the Open Offer) through the
issue of up to 3,683,138 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 180 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 33 Existing Ordinary Shares
held by the Shareholder on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement. Not all Shareholders will be
Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of
Part IV of the Circular.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. Applications made under the Excess
Application Facility will be scaled back at the Company's
discretion if applications are received from Qualifying
Shareholders for more than the available number of Excess
Shares.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 5 December 2019. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 20 December 2019. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
claims. The Open Offer Shares must be paid in full on application.
The latest time and date for receipt of completed Application Forms
or CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 20 December 2019. The Open Offer is not being made to
certain Overseas Shareholders, as set out in paragraph 6 of Part IV
of the Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part IV of the Circular and on the
accompanying Application Form.
The Open Offer is conditional on the Fundraising becoming or
being declared unconditional in all respects and not being
terminated before Admission (as the case may be). The principal
conditions to the Fundraising are:
(a) the passing of all of the Resolutions at the General Meeting;
(b) the Firm Placing, Placing and Open Offer Agreement having become unconditional; and
(c) Admission becoming effective by no later than 8.00 a.m. on
24 December 2019 or such later time and/or date (being no later
than 8.00 a.m. on 31 December 2019) as Cenkos Securities and the
Company may agree.
Accordingly, if the conditions to the Fundraising are not
satisfied or waived (where capable of waiver), the Open Offer, Firm
Placing and Placing will not proceed and the Open Offer Shares will
not be issued and all monies received by the Receiving Agent will
be returned to the applicants (at the applicant's risk and without
interest) as soon as possible thereafter. Any Open Offer
Entitlements admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and 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 their issue.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective at 8.00 a.m. on 24
December 2019. The New Ordinary Shares will, when issued, rank pari
passu in all respects with the Existing Ordinary Shares including
the right to receive dividends and other distributions declared
following the Admission.
Overseas Shareholders
Information for Overseas Shareholders who have registered
addresses outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom appears in
paragraph 6 of Part IV of the Circular, which sets out the
restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you pay particular attention to
that paragraph of the Circular.
Recommendation
The Directors consider the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and
accordingly recommend unanimously Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting and the
Directors confirm that they intend to vote in favour of the
Resolutions in respect of their beneficial holdings amounting, in
aggregate, to 5,089,994 Existing Ordinary Shares, representing
approximately 4.2 per cent. of the existing issued Ordinary Share
capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraising 2 December 2019
Record Date for entitlement under 2 December 2019
the Open Offer
Announcement of the results of the 4 December 2019
Placing
Publication of the Circular, Proxy 4 December 2019
Form and, to Qualifying Non-Crest
Shareholders, the Application Form
Ex-entitlement date of the Open Offer 4 December 2019
Open Offer Entitlements and Excess 5 December 2019
Open Offer Entitlements credited
to stock accounts in CREST of Qualifying
CREST Shareholders
Latest recommended time and date 4.30 p.m. on 16 December
for requested withdrawal of Basic 2019
Open Offer Entitlements and Excess
CREST Open Offer Entitlements from
CREST
Latest time and date for depositing 3.00 p.m. on 17 December
Open Offer Entitlements and Excess 2019
CREST Open Offer Entitlements in
CREST
Latest time and date for splitting 3.00 p.m. on 18 December
of Application Forms under the Open 2019
Offer
Latest time and date for receipt 11.00 a.m. on 19 December
of Forms of Proxy and CREST voting 2019
instructions
Latest time and date for receipt 11.00 a.m. on 20 December
of Application Forms and payment 2019
in full under the Open Offer and
settlement of relevant CREST instructions
(as appropriate)
General Meeting 11.00 a.m. on 23 December
2019
Results of the General Meeting and 23 December 2019
the Open Offer announced
Admission of the New Ordinary Shares 8.00 a.m. on 24 December
to trading on AIM and commencement 2019
of dealings
Where applicable, expected date for 24 December 2019
CREST accounts to be credited in
respect of New Ordinary Shares in
uncertificated form
Where applicable, expected date for 6 January 2020
despatch of definitive share certificates
for New Ordinary Shares in certificated
form
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and Cenkos. If any of the
above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
FUNDRAISING STATISTICS
Issue Price 180 pence
Number of Existing Ordinary Shares 121,543,585
Number of Firm Placing Shares being issued
by the Company pursuant to the Firm Placing 23,888,889
Number of Placing Shares being issued by the
Company pursuant to the Placing 3,888,889
Open Offer basic entitlement 1 Open Offer Share
for every 33 Existing
Ordinary Shares
Number of Open Offer Shares (in aggregate) up to 3,683,138
Number of Ordinary Shares in issue following
the Admission(1) 153,004,501
Percentage of the existing issued ordinary 25.9 per cent.
share capital of the Company being placed
pursuant to the Fundraising(1)
Gross proceeds of the Firm Placing GBP43.0 million
Gross proceeds of the Placing GBP7.0 million
Gross proceeds of the Open Offer(1) up to GBP6.6 million
Estimated net proceeds of the Fundraising GBP53.7 million
receivable by the Company(1)
(1) Assuming take-up in full of the Open Offer by Qualifying
Shareholders.
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
MSCDBBDDLUGBGCX
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