TIDMIUG
RNS Number : 0693G
Intelligent Ultrasound Group PLC
11 November 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (Regulation 596/2014) which forms part
of domestic law pursuant to the European Union (Withdrawal) Act
2018. Upon the publication of this announcement via a Regulatory
Information Service ("RIS"), this inside information is now
considered to be in the public domain.
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WOULD BE UNLAWFUL.
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.
11 November 2022
Intelligent Ultrasound Group plc
("Intelligent Ultrasound" or the "Company" or the "Group")
Placing and Subscription to raise GBP5.2 million
and
Notice of General Meeting
Intelligent Ultrasound (AIM: IUG), the ultrasound artificial
intelligence (AI) software and simulation company, announces a
Placing and Subscription (together the "Fundraising") to raise
GBP5.2 million (before the deduction of fees and expenses) through
the conditional issue of 56,216,220 Ordinary Shares at 9.25 pence
per Ordinary Share. The Fundraising has been arranged by Cenkos
Securities and the New Shares will rank, pari passu, in all other
respects with the Company's Existing Ordinary Shares.
Fundraising Highlights
-- Placing and Subscription to raise GBP5.2 million through the
conditional issue of 42,504,112 Placing Shares and 13,712,108
Subscription Shares to new and existing institutional and other
investors at 9.25 pence per Ordinary Share
-- The Issue Price equates to a nil discount to the closing
mid-market price of 9.25 pence on 10 November 2022
-- The New Shares to be issued under the Placing and
Subscription represent 17.2 per cent. of the Enlarged Share
Capital
Use of proceeds
The net proceeds of the Fundraising of GBP4.8 million will be
used by the Company to strengthen the balance sheet and provide
additional working capital, including funding the ongoing
development of the existing products.
General Meeting
The Fundraising is conditional, inter alia, upon Shareholder
approval at the General Meeting of the Company which will be held
at the Floor 6A, Hodge House, 114-116 St Mary Street, Cardiff, CF10
1DY at 11.00 a.m. on 30 November 2022.
The Company will shortly be posting a Notice of General Meeting
and an accompanying circular to existing shareholders following
this announcement. All relevant documents will also be available to
download from the Company website at
http://www.intelligentultrasoundgroup.com/reports-and-presentations/
.
Subject to, inter alia, the passing of the Resolutions at the
General Meeting, the EIS/VCT Placing Shares are expected to be
admitted to trading on AIM on or around 8.00 a.m. on 1 December
2022, being one Business Day prior to admission to trading on AIM
of the General Shares, which are expected to be admitted to trading
on AIM on or around 8.00 a.m. on 2 December 2022.
Stuart Gall, CEO at Intelligent Ultrasound, said : "The
Directors are very pleased with the response to the oversubscribed
fundraising and are thankful to the new and existing shareholders
for their continued support. The Directors consider this to have
been an excellent year and the Group remains on target to meet the
market expectation of GBP10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical
AI related products launched in the market and generating early
revenues, the Board is confident that this fundraising will drive
growth in sales that will take the Group to profitability, as well
as achieving the Group's aspirational vision of GBP25m revenues by
2025, in what the directors believe is an exciting and dynamic
market."
Enquiries:
Intelligent Ultrasound Group plc www.intelligentultrasound.com
Stuart Gall, CEO Tel: +44 (0)29 2075 6534
Helen Jones, CFO
Cenkos Securities plc - Nominated Advisor Tel: +44 (0)20 7397 8900
and broker
Giles Balleny / Max Gould (Corporate
Finance)
Dale Bellis / Julian Morse (Sales)
Walbrook PR Tel: +44 (0)20 7933 8780 or intelligentultrasound@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741 001
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section.
1. Introduction
On 11 November 2022, the Company announced a proposed
Subscription and Placing, pursuant to which it proposes to raise,
subject to certain conditions, GBP5.2 million (before expenses) by
the conditional Placing of 42,504,112 Placing Shares and
Subscription of 13,712,108 Subscription Shares at the Issue Price
to certain institutional and other investors.
The proceeds of the Placing and Subscription will be used to
strengthen the balance sheet and provide additional working capital
for the Group, including funding the ongoing development of the
existing products. This Fundraising is expected to take the Group
to profitability.
The Issue Price equates to a Nil discount to the closing middle
market price of 9.25 pence per Ordinary Share on 10 November 2022
(being the last Business Day before publication of this
Document).
The Placing, which has been arranged by Cenkos Securities
pursuant to the terms of the Placing Agreement, and Subscription,
are 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 Shares, and upon the First
Admission and the Second Admission respectively.
The purpose of this Document is to provide you with information
about the background to and the reasons for the Fundraising, to
explain why the Board considers the Fundraising to be in the best
interests of the Company and its Shareholders, as a whole, and why
the Board recommends that you vote in favour of the Resolutions to
be proposed at the General Meeting, notice of which is set out at
the end of this Document.
2. Background to and reasons for the Placing
Intelligent Ultrasound's 'Classroom to Clinic' vision is to make
ultrasound easier for clinicians to learn using advanced ultrasound
training simulators to teach medical practitioners, and easier to
use in a clinical setting, via artificial intelligence ("AI") based
clinical ultrasound image analysis software for medical ultrasound
machines. Its current suite of products include systems for
ultrasound training in paediatric and neonatal care (BabyWorks), a
hi-fidelity simulator for Point-of-Care ultrasound including
COVID-19 lung and cardiac modules (BodyWorks), a self-learning
scanning simulator for OBGYN and general medicine (ScanTrainer) and
a simulator to assist in the learning of TEE and TTE
echocardiography (HeartWorks) as well as an AI training system for
ultrasound-guided Peripheral Nerve Blocks (ScanNav Anatomy PNB
Trainer) and a training solution to teach ultrasound-guided
needling (NeedleTrainer). Its Clinical AI Products include
automated image analysis for protocol-based scanning (ScanNav
Assist) and the clinical side of its automated anatomy highlighting
for ultrasound guided needling (ScanNav Anatomy).
On 4 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,
GE Healthcare. The long-term agreement enables the integration of
Intelligent Ultrasound's real-time AI image analysis software onto
the Voluson range of women's healthcare ultrasound systems marketed
in the global healthcare market. The AI software is currently
incorporated into the Voluson Expert 22 and SWIFT ultrasound
machines. Terms of the agreement are confidential and undisclosed
for commercial reasons.
In May 2021, Intelligent Ultrasound announced the UK launch of
ScanNav Anatomy PNB that simplifies ultrasound-guided needling by
providing the user with real-time AI-based anatomy highlighting for
a range of medical procedures. On 18 October 2022, the FDA granted
ScanNav Anatomy PNB clearance for sale in the USA.
The Directors intend to use the net proceeds of the Fundraising
to strengthen the balance sheet and provide additional working
capital to the Company, including the ongoing development of
existing products.
The Directors expect this to be the last fund raise for the
current product range prior to profitability. With sales in FY22
forecast to reach GBP10 million, the Company's ambition is to reach
revenues of approximately GBP25 million by 2025.
Background to the Company
Ultrasound is the cheapest and safest of all available imaging
modalities (X-Ray, MRI, CT etc.), and its diagnostic applicability
in many areas is well recognised but, unlike the others, ultrasound
is a dynamic, real-time modality where the skills of the operator
are paramount. The Group's vision is to make ultrasound easier to
learn and simpler to use by minimising this obstacle.
Based in Cardiff in the UK and Alpharetta in the US, Intelligent
Ultrasound specialises in real-time hi-fidelity virtual reality
simulation for the ultrasound training market ('classroom') and
artificial intelligence-based clinical image analysis software
tools for the diagnostic medical ultrasound market ('clinic').
The Group has grown sales from GBP4 million in 2017 to an
expected GBP10 million in 2022 with two revenue streams:
Simulation
The Group designs, develops and sells real-time, hi-fidelity
ultrasound training simulators for teaching ultrasound scanning to
medical professionals and medical device companies. The simulators
are, in the main, high value capital equipment sales sold through
the Group's direct sales force in the US and UK, as well as through
a network of resellers covering the rest of the world. The Group
has grown sales on this side of the business to an expected GBP9.4
million for FY22.
The simulation range was expanded in 2022 to four platform
systems:
-- ScanTrainer - specialising in Obstetrics and Gynaecology training
-- HeartWorks - specialising in echocardiography training
-- BodyWorks - specialising in Point of Care (POCUS) and
Emergency Medicine training and featuring a free Covid19 training
module
-- BabyWorks - specialising in Neonate and Paediatric training
To date, over 1400 Intelligent Ultrasound simulators have been
sold to over 700 medical institutions around the world and its
equipment is estimated to have trained over 100,000 professionals
globally in the last five years. The total ultrasound training
market is expected to be worth c.$200 million by 2026 (Stratview
Research).
Clinical AI
A key part of the Company's 'Classroom to Clinic' vision is to
provide medical professionals with access to real-time AI-based
clinical software that makes ultrasound easier to use.
Based on the original work of Professor Alison Noble OBE, FREng,
FRS, from the University of Oxford, one of the world's leading
academics in ultrasound image analysis using AI, over the last four
years Intelligent Ultrasound has designed, built and launched three
'first to market' AI related products and has five more in
development. The team consists of 23 in-house AI developers,
software engineers and project managers.
-- ScanNav Assist - an automated protocol scanning software that
recognises the 21 views recommended by the International Society of
Ultrasound in Obstetrics and Gynaecology mid-trimester practice
guidelines for fetal imaging. This technology is incorporated in GE
Healthcare's Voluson SWIFT and Voluson Expert 22 ultrasound
machines, the latter of which launched to the market in July
2022
-- ScanNav Anatomy PNB - a CE approved standalone device that
plugs into existing ultrasound machines and simplifies
ultrasound-guided needling by providing the user with real-time
AI-based anatomy highlighting for a range of medical procedures. On
18 October, Intelligent Ultrasound announced that the FDA had
granted the system clearance for sale in the USA
-- NeedleTrainer - a stand-alone device that teaches real-time
ultrasound guided needling and incorporates ScanNav Anatomy PNB.
The system is sold with the GE's pocket-sized wireless ultrasound
probe, Vscan Air and launched in September 2022
The AI in ultrasound imaging market is forecast to grow at a
CAGR of 9.76% to $1.3B by 2028 (Data Bridge Market Research) and
Intelligent Ultrasound is accessing this market by following a
two-pronged 'AI go-to market' strategy of:
-- Signing royalty-based, 'on-machine' licences for the
provision of real-time AI software to the major manufacturers,
-- Selling proprietary 'plug-in' real-time AI enabled devices
direct to the global pool of existing ultrasound machines, through
Intelligent Ultrasound's existing sales network
In January 2022 the Company announced an extension to its
exclusive women's healthcare AI agreement to enable GE Healthcare
to utilise the ScanNav Assist AI software in a new segment of
automated ultrasound image analysis, that is outside the Group's
original agreement. Although the terms of the agreement and the
timings of the related product launch are undisclosed to the market
for commercial reasons, this supplementary product line is expected
to support the growth of the Group's royalty revenues in the longer
term.
Clinical AI revenue, which is in the early stage of
commercialisation, is expected to be GBP0.6m in FY2022 and expected
to increase significantly into 2023 and beyond.
Clinical AI is a key element of the Group's growth strategy as
it expands both its simulation and Clinical AI revenue streams and
in the longer term aims to develop additional future products in
the area of anomaly detection.
3. Use of proceeds
The Company has conditionally raised GBP5.2 million (before
expenses) by way of the conditional Placing and Subscription. The
expenses for the Fundraising are expected to be approximately
GBP400,000.
The primary purpose behind the Fundraising is to strengthen the
balance sheet and provide additional working capital , including
funding the ongoing development of the existing products.
4. Current trading and prospects
The Directors consider this to have been an excellent year and
the Group remains on target to meet the market expectation of
GBP10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical
AI related products launched in the market and generating early
revenues, the Board is confident that the forecast growth in sales
will take the Group to profitability, as well as achieving the
Group's aspirational vision of GBP25m revenues by 2025, in what the
Directors believe is an exciting and dynamic market.
5. Related parties' participation in the Fundraising
Substantial shareholders' participation in the Fundraising
The following substantial Shareholders (being a Shareholder
holding 10 per cent. or more of the Existing Ordinary Shares as at
10 November 2022, the latest practicable date prior to publication
of this Document) are participating in the Fundraising as described
below:
Number Percentage Number Number Percentage
of Existing of Existing of New of Ordinary of enlarged
Ordinary Ordinary Shares Shares share capital
Shares Shares subscribed held following
for the Placing
56,740,641
IP Group * 21.0% 11,118,000** 67,858,641 20.8%
------------- ------------- ------------- ---------------- ---------------
Octopus
Investments 29,953,500 11.1% 6,093,752 36,047,252 11.0%
------------- ------------- ------------- ---------------- ---------------
*These shares are held by the following IP Group entities IP2IPO
Portfolio (GP) Limited, acting in its capacity as general partner
of IP2IPO Portfolio LP (20,313,649 shares); IP Venture Fund II (GP)
LLP, acting in its capacity as general partner of IP Venture Fund
II LP (15,706,179 shares) and IP2IPO Limited (20,720,813
shares)
**IP2IPO Portfolio (GP) Limited, acting in its capacity as
general partner of IP2IPO Portfolio LP has subscribed for these
Ordinary Shares in the Fundraising, however other IP Group entities
may take up a proportion of this subscription.
The participation by IP Group and Octopus Investment in the
Fundraising is classified as a related party Fundraising for the
purposes of the AIM Rules by virtue of IP Group and Octopus being
both substantial shareholders (as defined in the AIM Rules for
Companies) in the Company. The Directors, having consulted with
Cenkos Securities, the Company's nominated adviser, consider that
the terms of the Fundraising with IP Group and Octopus Investments
are fair and reasonable insofar as the Company's Shareholders are
concerned.
Directors' participation in the Fundraising
As part of the Fundraising, certain Directors and their
connected persons and an employee intend to subscribe (either
personally or through a nominee) for an aggregate of 1,270,270 New
Shares at the Issue Price. Details of the New Shares for which the
Directors intend to subscribe (either personally or through a
nominee) are displayed below:
Name Title Number Number Value Resulting Percentage
of Existing of Placing of Placing shareholding of enlarged
Ordinary Shares Shares following share capital
Shares# intended intended proposed following
to be to be subscription# proposed
subscribed subscribed subscription#
for(#) for(#)
Chief Executive
Stuart Gall Officer 923,474 567,568 GBP52,500 1,491,042 0.46%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Financial
Helen Jones Officer 95,238 54,054 GBP5,000 149,292 0.05%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Operating
Ian Whittaker Officer 451,172 81,081 GBP7,500 532,253 0.16%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Technology
Nicholas Sleep Officer 421,709 162,162 GBP15,000 583,871 0.18%
----------------- ------------ ----------- ----------- -------------- --------------
Non-Executive
Ingeborg Oie Officer - 216,216 GBP20,000 216,216 0.07%
----------------- ------------ ----------- ----------- -------------- --------------
Non-Executive
Nick Avis Officer 272,619 135,135 GBP12,500 407,754 0.13%
----------------- ------------ ----------- ----------- -------------- --------------
317,992
--------
Non-Executive 7,500
Andrew Barker Officer -------- 54,054 GBP5,000 372,046 0.11%
----------------- ------------ ----------- ----------- -------------- --------------
# 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 above Directors in the Fundraising is
classified as a related party transaction for the purposes of the
AIM Rules. Directors not participating in the Fundraising, (being
Christian Guttmann, Michèle Lesieur and Riccardo Pigliucci), having
consulted with Cenkos Securities, the Company's nominated adviser,
consider that the terms of the Fundraising with the above Directors
are fair and reasonable insofar as the Company's Shareholders are
concerned.
6. Details of the Fundraising
The Company is proposing to raise GBP5.2 million (before
expenses) pursuant to the Fundraising. The Fundraising has
conditionally raised a total of approximately GBP2,500,159 through
the placing of up to 27,028,752 EIS/VCT Placing Shares and a total
of approximately GBP2,699,840 through the placing and subscription
of 29,187,468 General Shares.
Admission of the New Shares to trading on AIM will occur over
two Business Days to assist investors in the EIS/VCT Placing Shares
to claim certain tax reliefs available to EIS and VCT investors.
Subject to, inter alia, the passing of the Resolutions at the
General Meeting, the EIS/VCT Placing Shares are expected to be
admitted to trading on AIM on or around 8.00 a.m. on 1 December
2022, being one Business Day prior to admission to trading on AIM
of the General Shares, which are expected to be admitted to trading
on AIM on or around 8.00 a.m. on 2 December 2022. The allotment of
the EIS/VCT Placing Shares will be conditional on First Admission
occurring. The allotment of the General Shares will be conditional
on the First Admission and Second Admission occurring. Investors in
the EIS/VCT Placing Shares should be aware of the possibility that,
following the First Admission, the Second Admission may not
occur.
Although the Directors believe that the EIS/VCT Placing Shares
to be issued pursuant to the Placing will be 'eligible shares' and
will be capable of being a Qualifying Holding for the purposes of
investment by VCTs and will also satisfy the conditions of section
173 of ITA for the purposes of the EIS and the Directors are not
aware of any subsequent change in the qualifying conditions or the
Company's circumstances that would prevent the EIS/VCT Placing
Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company nor Cenkos, nor any
of their respective directors, officers, employees, affiliates or
advisers give any warranty or undertaking or other assurance that
relief will be available in respect of any investment in the
EIS/VCT Placing Shares, nor do they warrant or undertake or
otherwise give any assurance that the Company will conduct its
activities in a way that qualifies for or preserves its status.
The Issue Price of 9.25 pence per New Share equates to a nil
discount to the closing price of 9.25 pence on 10 November 2022,
the latest Business Day prior to publication of this Document.
The New Shares will represent approximately 17.2 per cent. of
the Enlarged Share Capital. The New 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 following each
of the First Admission and Second Admission and will otherwise rank
equally in all other respects with the Existing Ordinary
Shares.
7. The Placing Agreement
Pursuant to the terms of the Placing 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 Agreement is conditional upon, inter alia:
-- Resolutions 1 and 2 below being passed without amendment;
-- compliance by the Company with its obligations under the Placing Agreement;
-- First Admission taking place by no later than 8.00 a.m. on 1
December 2022 (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);
and
-- Second Admission taking place by no later than 8.00 a.m. on 2
December 2022 (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 Agreement contains warranties from the Company in
favour of Cenkos in relation to, inter alia, the accuracy of the
information in this Document 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 Agreement in certain circumstances prior to the First
Admission and/or Second Admission, in particular, in the event of a
breach of the warranties given to Cenkos in the Placing Agreement,
the failure of the Company to comply in any material respect with
its obligations under the Placing 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.
8. General Meeting
The Directors do not currently have authority to allot all of
the New Shares and, accordingly, the Board is seeking the approval
of Shareholders to allot the New Shares at the General Meeting.
A notice convening the General Meeting, which is to be held at
Floor 6A, Hodge House, St Mary Street, Cardiff, CF10 1DY at 11.00
a.m. on 30 November 2022, is set out at the end of this Document.
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 GBP52,000.00, being equal to 56,216,220
new Ordinary Shares (i.e. the number of New Shares available under
the Fundraising); and
-- Resolution 2, which is conditional on the passing of
Resolution 1 and is a special resolution, to authorise the
Directors to allot 56,216,220 new Ordinary Shares for cash pursuant
to the Fundraising on a non-pre-emptive basis.
The authorities to be granted pursuant to Resolutions 1 and 2
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 three 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 22 June 2022 .
Shareholders will find accompanying this Document 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 Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as
soon as possible and in any event not later than 48 hours
(excluding non-Business Days) before the time of the General
Meeting.
9. Recommendation
The Directors believe the Fundraising 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 4,051,844 Ordinary Shares, representing approximately
1.5 per cent. of the existing issued ordinary share capital of the
Company.
As the Fundraising is conditional, inter alia, upon the passing
by Shareholders of the Resolutions at the General Meeting,
Shareholders should be aware that, if the Resolutions are not
passed and First Admission and Second Admission does not take
place, the proceeds of the Fundraising will not be received by the
Company. If the proceeds of the Fundraising are not received, the
Company may be forced to curtail its development plans in order to
preserve capital until suitable alternative means of funding
further development works are identified and secured. The timing
and certainty of such funding are unclear.
Expected Timetable of Principal Events
Announcement of the Fundraising, publication 11 November 2022
and posting of the Circular and Form of
Proxy
Latest time and date for receipt of completed 11.00 a.m. on 28 November
Forms of Proxy 2022
General Meeting 11.00 a.m. on 30 November
2022
Announcement of result of General Meeting 30 November 2022
Admission and commencement of dealings in 8.00 a.m. on 1 December
the EIS/VCT Placing Shares on AIM (First 2022
Admission)
Admission and commencement of dealings in 8 .00 a.m. on 2 December
the General Shares on AIM (Second Admission) 2022
Despatch of definitive share certificates Within 10 days of First
in certificated form in respect of EIS/VCT Admission
Placing Shares
Despatch of definitive share certificates Within 10 days of Second
in certificated form in respect of General Admission
Shares
Notes:
i. References to times 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.
Issue Price (per share) 9.25 pence
Number of Existing Ordinary Shares 270,653,485
-------------
Number of General Shares issued in the Placing 15,475,360
-------------
Number of EIS/VCT Placing Shares 27,028,752
-------------
Total number of Placing Shares 42,504,112
-------------
Subscription Shares 13,712,108
-------------
Total New Shares 56,216,220
-------------
Enlarged Share Capital 326,869,705
-------------
New Shares as a percentage of the Enlarged
Share Capital 17.2%
-------------
Gross proceeds of the Fundraising GBP5,200,000
-------------
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission means the First Admission and the Second Admission,
as context requires
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
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 share
in register as being
certificated form held in certificated form (namely, not in CREST)
Clinical AI Products ScanNav Assist, ScanNav AnatomyGuide and NeedleTrainer
Company or Intelligent Intelligent Ultrasound Group plc, a company
Ultrasound 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)
CREST Manual the rules governing the operation of CREST,
consisting of the CREST Reference Manual, CREST
International Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars Service
Standards, Settlement Discipline Rules, CREST
Courier and Sorting Services Manual, Daily Timetable,
CREST Application Procedures and CREST Glossary
of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15 July
1996 and as amended since) as published by Euroclear
CREST member a person who has been admitted to CREST as a
system-member (as defined in the CREST Manual)
CREST Regulations the Uncertificated Securities Regulations 2001
(SI 2001/3755) (as amended)
CREST sponsor a CREST participant admitted to CREST as a CREST
sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored
member
Directors or Board the directors of the Company whose names are
set out on page 6 of this document, or any duly
authorised committee thereof
Document this document which, for the avoidance of doubt,
does not comprise a prospectus (under the Prospectus
Regulation Rules) or an admission document (under
the AIM Rules)
EIS enterprise investment scheme
EIS/VCT Placing the placing of 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 27,028,752 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 Fundraising following
First Admission and Second Admission
EU the European Union
Euroclear Euroclear UK & International Limited, the operator
of CREST
Existing Ordinary Shares the 270,653,485 Ordinary Shares in issue at
the date of this Document, all of which are
admitted to trading on AIM
FCA the UK Financial Conduct Authority
FDA the US Food and Drug Administration
First Admission the admission to trading on AIM of the EIS/VCT
Placing Shares
Form of Proxy the form of proxy for use in connection with
the General Meeting which accompanies this Document
FSMA the Financial Services and Markets Act 2000
(as amended)
Fundraising together, the Placing and the Subscription (or
any part of them)
General Meeting the general meeting of the Company to be held
at Floor 6A, Hodge House, 114-116 St Mary Street,
Cardiff, CF10 1DY at 11.00 a.m. on 30 November
2022, notice of which is set out at the end
of this Document
General Placing the placing and subscription of New Shares which
do not constitute EIS/VCT Placing Shares
General Shares the 29,187,468 New Shares to be issued and allotted
to the Placees and Subscribers pursuant to the
General Placing
Issue Price 9.25 pence per New Share
Group the Company and its subsidiaries
HMRC HM Revenue and Customs (which shall include
its predecessors, the Inland Revenue and HM
Customs and Excise)
Link Asset Services a trading name of Link Market Services Limited
or Link
London Stock Exchange London Stock Exchange plc
Long Stop Date 1 6 December 2022
Notice of General Meeting the notice convening the General Meeting which
is set out at the end of this document
New Shares the Placing Shares and the Subscription Shares
(or any of them)
Ordinary Shares ordinary shares of GBP0.01 each in the capital
of the Company
Placee the subscribers for the Placing Shares pursuant
to the Placing
Placing the EIS/VCT Placing and General Placing
Placing Agreement the agreement entered into between the Company
and Cenkos Securities in respect of the Placing
dated 11 November 2022, as described in this
Document
Placing Shares the 42,504,112 new Ordinary Shares to be issued
pursuant to the Placing, being the EIS/VCT Placing
Shares and the General Shares
Prospectus Regulation the Prospectus Regulation Rules made by the
Rules FCA under Part VI of FSMA, as set out in the
Prospectus Regulation Rules Sourcebook;
Regulatory Information has the meaning given in the AIM Rules for Companies
Service
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 South Africa or the
United States and any other jurisdiction where
the Offer would breach any applicable law or
regulations
Second Admission the admission to trading on AIM of the General
Shares
Shareholders holders of Ordinary Shares in the Company
Simulation Products ScanTrainer, HeartWorks, BodyWorks and BabyWorks
ultrasound training simulators
SonoLyst SonoLyst, the world's first fully integrated
AI tool that recognises the 21 views recommended
by the International Society of Ultrasound in
Obstetrics and Gynaecology mid-trimester practice
guidelines for fetal imaging and incorporates
Intelligent Ultrasound's ScanNav Assist AI technology
Subscription the subscription of 13,712,108 New Shares by
certain investors pursuant to the Subscription
Letters
Subscription Letters the agreements entered into by the Company and
certain investors to subscribe for New Shares
Subscription Shares the 13,712,108 New Shares to be subscribed pursuant
to the Subscription
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
Uncertificated or Uncertificated recorded on the relevant register or other record
form 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 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 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.
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
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
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, 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 by a person (whether or not
participating in the Placing) 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 or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada, the Republic of South Africa, New Zealand, or
Japan, or to any national, resident or citizen of Australia,
Canada, the Republic of South Africa, New Zealand, or Japan, 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 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEGPGPAGUPPPWU
(END) Dow Jones Newswires
November 11, 2022 02:00 ET (07:00 GMT)
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