Amphion Innovations PLC Directors' Dealings and Business Update (9729T)
November 20 2019 - 1:00AM
UK Regulatory
TIDMAMP
RNS Number : 9729T
Amphion Innovations PLC
20 November 2019
AMPHION INNOVATIONS PLC
("Amphion" or "the Company")
Directors' Dealings and Business Update
London and New York, 20 November 2019 - Amphion Innovations plc
(AIM: AMP), the developer of medical, life science, and technology
businesses, announces that on 18 November 2019 Amphion's CEO
Richard Morgan has agreed to purchase 26,096,881 ordinary shares
(the "Shares") directly from L. Jean Macaleer, wife of the
Company's former Chairman, R. James Macaleer for US $100.00. The
Company's shares are currently suspended from trading on AIM. In
the event that trading of Amphion shares resumes by 31 December
2019, Mr. Morgan would pay an additional US $25,000 within 90 days
of resumed trading. Following this purchase, Richard Morgan's total
shareholding is 49,739,390 ordinary shares of the Company,
representing 23.7% of the issued share capital.
Director Number of New Ordinary Total Shareholding Percentage of
Shares Voting Rights
Richard C.E.
Morgan 26,096,881 49,739,390 23.7%
----------------------- ------------------- ---------------
The closing date of the share purchase shall take place on by 26
November 2019. The Company is also in advanced discussions to
settle approximately US $10 million in debts owed to the Macaleer
Estate. A further announcement will be made in the event of a
definitive agreement being reached.
Additionally, the Company announces a business update as
follows. On 18 October 2019 the Company announced that the lender
of its loan facility, (the "Facility"), had sold Amphion's holding
in Polarean Imaging plc for total proceeds of US $2.6 million
("Sale"). The Sale, when aggregated with prior sales of the
Company's assets sold over the 12 months prior to the Sale has been
deemed to be a fundamental disposal under Rule 15 of the AIM Rules
for Companies ("AIM Rules") on the basis that the sales resulted in
the Company divesting of the majority of its trading business,
activities or assets. Accordingly, the Company is now deemed to be
an AIM Rule 15 Cash Shell under the AIM Rules. As such, the Company
is required to complete a reverse takeover under AIM Rule 14 on or
before the date falling six months from the Sale, or be re-admitted
to trading on AIM as an investing company under AIM Rule 8 (which
requires the raising of at least GBP6 million on, or immediately
before, re-admission). In the event of neither of these events
occurring within 6 months of the Sale, the Company's shares would
be suspended from trading on AIM pursuant to AIM Rule 40.
Notwithstanding the above and further to the Company's
announcement on 27 June 2019, the Company's shares remain suspended
from trading on AIM pending publication of the Company's results
for the year ended 31 December 2018 and the six months ended 30
June 2019 (together the "Results"). In the event that trading in
the ordinary shares does not recommence on or before 31 December
2019, admission to trading on AIM would be cancelled pursuant to
AIM Rule 31.
The Company remains highly cash constrained and has been
actively exploring a number of potential opportunities to provide
funding and to restructure the Company's existing debt. Further
announcements will be made as and when appropriate.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Richard C.E. Morgan
================================= ====================================
2 Reason for the notification
=======================================================================
a) Position/status CEO and PDMR
================================= ====================================
b) Initial notification/Amendment Initial notification
================================= ====================================
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
=======================================================================
a) Name Amphion Innovations plc
================================= ====================================
b) LEI 213800M7MTE2W2P6C104
================================= ====================================
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 Ordinary Shares
financial instrument,
type of instrument
================================= ====================================
b) Nature of the transaction Purchase of Ordinary Shares
================================= ====================================
c) Price(s) and volume(s) US $100 plus US $25,000 contingent
payment for 26,096,881 Ordinary
Shares
================================= ====================================
d) Aggregated information
- Aggregated volume $n/a
- Price
================================= ====================================
e) Date of the transaction 26 November 2019
================================= ====================================
f) Place of the transaction Outside a trading venue
================================= ====================================
For further information please contact:
Amphion Innovations Tel: +1 (212) 210 6224
Charlie Morgan
Panmure Gordon Limited (Nominated Adviser Tel: +44 (0)20
and Corporate Broker) 7886 2500
Emma Earl/ Freddy Crossley (Corporate
Finance)
Charles Leigh-Pemberton (Corporate
Broking)
SP Angel Corporate Finance LLP (Joint Corporate Tel: +44 (0) 20
Broker) 3470 0470
David Hignell (Corporate Finance)
Vadim Alexandre (Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or amphion@walbrookpr.com
Anna Dunphy / Paul
McManus
About Amphion Innovations plc
Amphion Innovations is a developer of medical, life science and
technology businesses. We use our extensive experience in company
building to invest and build shareholder value in high growth
companies in the US and UK. Amphion has significant shareholding in
a few Partner Companies developing proven technologies targeting
substantial commercial marketplaces. The Amphion model has been
refined to optimise the commercialisation of patents and other
intellectual property within the Partner Companies.
On the web: www.amphionplc.com
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END
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