28 March 2024
TruSpine Technologies
plc
("TruSpine" or the
"Company")
Convertible Loan Note,
Debenture and AGM Update
TruSpine Technologies Plc, the
medical device company focused on the spinal (vertebral)
stabilisation market, provides an update in
relation (1) unsecured Convertible Loan
Note instrument announced on 14 March 2024, (2) the Debenture
announced on 27 February 2023 and (3) the 2023 Annual General
Meeting ("2023 AGM").
Convertible Loan Note
As announced on 14 March 2024, the
Company constituted an unsecured Convertible Loan Note instrument
for the issue of loan notes ("CLN" or "Notes") up to £1,500,000
("CLN Instrument").
In accordance with the terms of the
CLN Instrument:
- no
interest accrues on the Notes;
- the
Company may redeem the principal outstanding after the date of the
instrument, otherwise, the loan notes are required to be redeemed
on 30 June 2024 (the "Maturity Date");
- the
Company can serve a notice to convert the outstanding Notes into
ordinary shares once sufficient headroom authority has been
approved by shareholders (which is being sought at the forthcoming
Annual General Meeting) (the "Authority Condition"); and
- the
Notes are convertible into ordinary shares at a price of 1.5 pence
per share.
Once the Authority Condition has
been satisfied, the Directors intend to issue a conversion notice
to the noteholders to provide for the conversion of the then
outstanding CLNs. Allowing the Company to convert the CLN will
strengthen the Company's balance sheet and allow it to focus on
development of the operational side of the business. The conversion
price was set at a 130% premium to the share price prior to the CLN
approval by the board of directors. The board of directors believes
this premium represents a fair balance of the interests of existing
shareholders and new investors.
Debenture
On 27 February 2023, the Company
obtained a loan of £200,000 from The HUB 2021 Ltd (the "Lender")
(the "Loan") and the Company granted a debenture in favour of the
Lender, as security for the Company's obligations under the Loan
(the "Charge").
The Company and the Lender have
entered into an agreement, pursuant to which, the Lender has agreed
with the Company to direct funds required to be repaid (being the
principal amount of the Loan) to subscribe for CLNs under the terms
of the CLN Instrument ("Lender CLN Subscription").
In consideration for the Lender CLN
Subscription: (a) the outstanding Loan is discharged; and (b) the
Lender has instructed the Company to arrange for the release of the
Charge at Companies House.
2023 AGM
Further to the announcement of 15
March 2024 which stated that the 2023 AGM was targeted to be held
in April 2024, the Company now anticipates that the 2023 AGM will
be held in May 2024.
The Company does not currently have
sufficient Authorities to satisfy the conversion of the Notes,
however the Company intends to propose resolutions to seek
authority to issue and allot new ordinary shares pursuant to the
CLN Instrument at the forthcoming 2023 AGM. A further announcement
will be made in course.
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)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 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.
