TIDMCREO
RNS Number : 5252U
Creo Medical Group PLC
13 July 2018
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, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
13 July 2018
Creo Medical Group plc
("Creo" or the "Company")
Conditional Placing of up to 38,800,000 new Ordinary Shares at
125p per share
to raise GBP48.5 million (before expenses) - significantly
oversubscribed
and
Notice of General Meeting
Creo Medical Group plc (AIM: CREO), a medical device company
focused on the emerging field of surgical endoscopy, today
announces that it has conditionally raised, in aggregate, up to
GBP48.5 million (before expenses) by way of three share placings by
Cenkos Securities plc ("Cenkos") at the Placing Price of 125 pence
per Ordinary Share.
Transaction Highlights
-- Proposed Placing, significantly oversubscribed, to raise up
to GBP48.5 million, in aggregate, before expenses, through the
issue of up to 38,800,000 new ordinary shares at the Placing Price
of 125 pence per Ordinary Share
-- Up to GBP5 million (before expenses) raised through the
EIS/VCT Placing, GBP3.5 million (before expenses) through the
Additional EIS/VCT Placing and GBP40 million (before expenses)
through the Non VCT/EIS Placing
-- Expected net proceeds receivable by the Company from the
Placing of approximately up to GBP46 million
-- The Placing is conditional, inter alia, upon the Company
obtaining approval from its Shareholders to disapply statutory
pre-emption rights and to grant the Board authority to allot the
Placing Shares and Admission. The Additional EIS/VCT Placing (but
not the EIS/VCT Placing or the Non VCT/EIS Placing) is conditional
on Additional VCT Advanced Assurance being obtained from HMRC.
Craig Gulliford, Creo's Chief Executive Officer, commented:
"We would like to thank both existing and new shareholders for
their support. The monies raised will enable us to accelerate our
commercialisation strategy, complete the development of our
existing surgical suite of minimally invasive instruments and
develop new products, as well as attract partners and enable the
potential for strategic M&A. We believe that our CROMA advanced
energy electrosurgery platform and range of devices are at the
vanguard in the evolution of minimally invasive surgical procedures
for gastro-intestinal diseases, with our first product, Speedboat,
already transforming outcomes for patients and hospitals here in
the UK. Creo is rapidly building a reputation as a future leader in
this growing billion dollar market."
Since the Company was admitted to trading on AIM in December
2016, it has made significant progress against all of the strategic
objectives set out at that time and continues to execute against
its plans with a view to a full commercial launch in 2019. In
particular, the Company has gained FDA clearance and CE Mark
accreditation for its CROMA advanced energy electrosurgery platform
and Speedboat RS2 device, trained 34 clinicians to date, commenced
procedures with patients under mild conscious sedation enabling
same day discharge for routine follow up and undertaken a FDA
pre-submission meeting with the FDA for its flexible ablation
device.
Proceeds of the fundraising will enable the Group to:
-- to extend the Company's Clinical Education Program both by
the Company and in conjunction with select distribution partners
globally;
-- increase the number of distribution agreements with third
parties and partners worldwide;
-- accelerate the roll out of its products;
-- extend the Company's existing manufacturing capability to
support the extension of the Clinical Education Program and product
roll out;
-- increase product line / range;
-- accelerate US roll out by seeking to establish a presence in the United States;
-- strengthen the Company's balance sheet to support
distribution and strategic partnerships; and
-- to facilitate the exploration of potential strategic M&A.
A General Meeting of the Company will be held at the offices of
Osborne Clarke LLP, One London Wall, London EC2Y 5EB at 10.00 a.m.
on 1 August 2018.
Further details of the Placing are set out below. Defined terms
used in this announcement are set out at the end of the
announcement
A circular is being posted to shareholders today (the
"Circular"). The Circular set outs the background to and reasons
for the Placing, which will be available on the Company's website:
investors.creomedical.com.
Contacts
Creo Medical: Cenkos: FTI Consulting:
Richard Rees Camilla Hume / Mark Brett Pollard / Mo Noonan
+44 (0)129 160 6005 Connelly (NOMAD) +44 (0)203 727 1000
Michael Johnson / Russell creo@fticonsulting.com
Kerr (Sales)
+44 (0)207 397 8900
About Creo Medical
Creo, founded in 2003, is a medical device company focused on
the development and commercialisation of minimally invasive
surgical devices, by bringing advanced energy to endoscopy. The
Company's mission is to improve patient outcomes by applying
microwave and radiowave energy to surgical endoscopy. Creo has
developed CROMA, an advanced energy electrosurgical platform that
combines bipolar radiofrequency for precise localised cutting and
microwave for controlled coagulation. This technology provides
physicians with flexible, accurate and controlled surgical
solutions.
The Company's strategy is to bring its CROMA platform to market
through a suite of medical devices which the Company has designed,
initially for the emerging field of GI therapeutic endoscopy, an
area with high unmet needs. The CROMA platform will be developed
further for bronchoscopy and laparoscopy procedures. The Company
believes its technology can impact the landscape of surgery and
endoscopy by providing safer, less-invasive and more cost-efficient
option of treatment.
For more information about Creo Medical please see our website,
www.creomedical.com.
Introduction and Summary
The Company is pleased to announce that it has conditionally
raised, in aggregate, up to GBP48.5 million (before expenses) by
way of three share placings by Cenkos: (i) the EIS/VCT Placing;
(ii) the Additional EIS/VCT Placing and (iii) the Non EIS/VCT
Placing, by way of issue of a total of up to 38,800,000 new
Ordinary Shares at the Placing Price, raising more than had been
originally anticipated due to significant institutional demand.
In addition to the Placing and conditional upon, inter alia,
completion of the Non EIS/VCT Placing, three existing Shareholders
have agreed to sell an aggregate of 824,000 Ordinary Shares at the
Placing Price. Two of those existing Shareholders and their
connected persons (as defined in the Act), have agreed not to
dispose any further Existing Ordinary Shares (their aggregate
holdings after sale of their shares being 635,867 Ordinary Shares
including Ordinary Shares subject to options) for a period of nine
months following Non EIS/VCT Admission. Craig Gulliford and Chris
Hancock have also indicated that they intend to sell up to 960,000
Ordinary Shares between them at the Placing Price in order to
satisfy tax liabilities that are expected to arise should the
Placing complete.
The Additional EIS/VCT Placing is conditional, inter alia, upon
Additional VCT Advanced Assurance being obtained. The Placing,
which has been arranged by Cenkos pursuant to the terms of the
Placing Agreement, is 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 Placing Shares
and upon Admission of the relevant shares.
Background and Reasons for the Placing
The Company was admitted to trading on AIM on 9 December 2016
raising gross proceeds of GBP20 million at the time of IPO. The
funds raised at the IPO were to provide the Group with the
financial strength to complete the development and regulatory
clearance of CROMA and Speedboat RS2 in Europe and continue the
regulatory clearance progress in the US as well as to develop lung
ablation devices through to early stage regulatory clearance in
Europe and the USA.
Since the IPO the Company has made significant progress against
all of the strategic objectives that it set out at that time and
continues to execute against its plans with a view to a full
commercial launch in 2019.
Regulatory
In March 2017, the Company gained CE Mark accreditation for its
CROMA advanced energy electrosurgery platform and Speedboat RS2
device and was pleased that this was followed, in August 2017, by
FDA clearance, ahead of the Board's anticipated schedule. Since the
IPO, the Company has also progressed the Group's Ablation Probe
through to early stage regulatory clearance in Europe and the FDA
has confirmed 510(k) submission pathway for clearance in the
US.
Commercialisation
Since the IPO, the Company has invested in the development of
its Clinical Education Program. Through this training programme the
Company trains Endoscopists, Colorectal Surgeons and supporting
nurses in the correct use of the Company's products. To date, the
Company has trained 34 physicians, each with differing backgrounds
and experience in endoscopy, on the Company's Speedboat device and
expects to have trained at least 50 physicians by the end of
2018.
Furthermore, two separate gastroenterologists (at two separate
National Health Service centres) have also treated the first
patients with the Speedboat device, certain of which procedures
have been performed with patients under sedation only and there
have been no reported complications with any of the procedures.
Feedback from these initial cases has confirmed the removal of
lesions with a number of procedures being completed in under one
hour, and with patients being discharged on the same day for
routine follow up and monitoring versus the current pathway of
surgery under general anaesthetic for 3 to 4 hours followed by 3 to
4 days in hospital.
The Company has a clear pathway to commercialise its products,
both via third party distributors and, where practicable, direct
channels. The Company has a framework distribution agreement in
place with Hoya Group, Pentax Medical for the distribution of its
products, once commercialised, in certain territories in Asia
Pacific. As was announced on 4 July 2018 (RNS No: 5016T), the
Company has agreed a framework distribution agreement with Diagmed
Healthcare Limited, the UK's leading, independently owned endoscopy
and diagnostic equipment specialists pursuant to which Diagmed
will, inter alia, collaborate with the Company over an 18-month
period to seed the UK market with the Company's CROMA advance
energy electrosurgery platform and Speedboat products. Further, on
9 July 2018, the Company announced it had entered into a framework
distribution agreement with First Medical Company in relation to
the South Africa, Botswana, Namibia and Mozambique markets (RNS No:
9705T). Furthermore, the Company is in discussions with a number of
distributors in other territories.
Manufacturing
Since the IPO the Company has moved to a new bespoke
manufacturing facility with a current capacity of 2,400 devices and
120 generators per annum which capacity, the Board believes, can be
doubled with a minimal investment. In addition, the Company has a
dedicated space for innovation in Bath, UK.
Acquisitions
As the Company's products become more widely placed and more
clinicians trained, the utility of the devices is becoming
increasingly recognised which has led to the Company being
presented with potential acquisition opportunities which, the Board
believes, could give the Company the opportunity to further utilise
the potential in its CROMA advanced energy electrosurgery platform
and/or accelerate its ability to place products in the market.
As such, and in light of the above and continuing progress since
the IPO, the Directors believe that the net proceeds of the Placing
will allow the Company to take advantage of current market momentum
and capitalise on the window of opportunity that they believe is
available to exploit first mover advantage.
Current trading and prospects
The Company announced its interim results for the six months
ended 31 December 2017 on 20 March 2018 (RNS No: 2122I). Since that
time, the Company has continued to execute against its original
plan at IPO and deliver against the operational milestones set out
at the time and, accordingly, the Board looks to the Company's
future with increasing confidence.
The Placing
The Company has conditionally raised up to GBP48.5 million
(before expenses) through the conditional allotment of the Placing
Shares at the Placing Price, which represents a discount of 2.7 per
cent. to the closing middle market price of 1.258p per Ordinary
Share on 12 July 2018, being the latest Dealing Day prior to the
publication of this announcement and a premium of 0.8 per cent. to
the closing middle market price of 124p per Ordinary Share, being
the latest Dealing Day before the announcement of the possible
fundraising on 2 July 2018. The Placing Shares will represent 32.4
per cent. of the Company's issued ordinary share capital
immediately following Admission (assuming the maximum number of
Placing Shares are issued pursuant to the Placing).
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, Resolution
numbered 1 in the Notice of the General Meeting being passed. The
allotment of the Additional EIS/VCT Shares is also conditional on
the receipt of Additional VCT Advanced Assurance by the
Company.
The Placing Agreement contains warranties from the Company in
favour of Cenkos in relation to, inter alia, the accuracy of the
information in this announcement 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 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, whether or not arising in the usual course of business and
whether or not foreseeable.
Settlement and dealings
As noted above, the EIS/VCT Placing is not conditional on the
receipt of the Additional VCT Advanced Assurance by the Company.
Accordingly, subject to satisfaction of the other conditions to the
Placing, Admission of the EIS/VCT Shares will take place at 8.00
a.m. on 2 August 2018, being the Business Day following the General
Meeting.
The Additional EIS/VCT Placing is conditional on receipt of the
Additional VCT Advanced assurance by the Company. Whilst the Non
EIS/VCT Placing is not conditional the receipt of the Additional
VCT Advanced Assurance, the allotment and Admission of the Non
EIS/VCT Shares cannot take place before the allotment of the
Additional EIS/VCT Shares. Accordingly, depending on the timing of
receipt of the Additional VCT Advanced Assurance, there could be
different allotment and Admission dates for the different tranches
of Placing Shares.
In the event that the Additional VCT Advanced Assurance is
obtained by no later than 5.00 p.m. on the Business Day prior to
the General Meeting, subject to satisfaction of the other
conditions to the Placing, Admission of all of the Placing Shares
will take place at the same time, which is anticipated to occur at
8.00 a.m. on 2 August 2018, being the Business Day following the
General Meeting.
However, if the Additional VCT Advanced Assurance has not been
obtained by no later than 5.00 p.m. on the Business Day prior to
the General Meeting, then the issue of the Additional EIS/VCT
Shares and the Non EIS/VCT Shares would be delayed and Admission of
the Additional EIS/VCT Shares and Non EIS/VCT Shares would occur on
the third Business Day following receipt of Additional VCT Advanced
Assurance.
The Long Stop Date is 13 September 2018. In the event that the
Additional VCT Advanced Assurance has not been received before the
Long Stop Date (or at such time as HMRC has informed the Company
that such approval will not be obtained), then the Additional
EIS/VCT Placing will not complete, but the Non EIS/VCT Placing will
complete, the Non EIS/VCT Shares will be issued and Admission of
the Non EIS/VCT Shares will take place at latest on the Long Stop
Date.
The Company will issue an announcement should Additional VCT
Advanced Assurance be obtained.
The Placing 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
Admission.
Use of proceeds
The Directors intend that the net proceeds of the Placing
received by the Company will be used primarily for the following
purposes:
(a) to extend the Company's Clinical Education Program both by
the Company and in conjunction with select distribution partners
globally;
(b) increase the number of distribution agreements with third
parties and partners worldwide;
(c) accelerate the roll out of its products;
(d) extend the Company's existing manufacturing capability to
support the extension of the Clinical Education Program and product
roll out;
(e) increase product line / range;
(f) accelerate US roll out by seeking to establish a presence in the United States;
(g) strengthen the Company's balance sheet to support
distribution and strategic partnerships; and
(h) to facilitate the exploration of potential strategic M&A.
Related party transaction
The following substantial Shareholder (being a Shareholder
holding 10 per cent. or more of the Company's Ordinary Shares as at
12 July 2018, the latest practicable date prior to the date of this
announcement) are participating in the Placing as described
below:
Shareholder Number Percentage Amount Number Number of Percentage
of Existing of Existing subscribed of Placing Ordinary of enlarged
Ordinary Ordinary Shares Shares held share capital
Shares Shares including *
the Placing
Shares
Canaccord
Genuity
Group Inc. 12,962,525 16.0 GBP10,206,875 8,165,500 20,128,025 17.6
* assuming the maximum number of Placing Shares are issued
pursuant to the Placing
The participation by the Shareholder referred to above in the
Placing is classified as a related party transaction for the
purposes of the AIM Rules by virtue of such Shareholder being a
substantial shareholder (as defined in the AIM Rules for Companies)
in the Company. The Directors, having consulted with Cenkos, the
Company's Nominated Adviser, consider that the terms of the
transaction are fair and reasonable insofar as the Company's
Shareholders are concerned.
The General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting to be held on 1 August 2018 at the offices of
Osborne Clarke LLP, One London Wall, London EC2Y 5EB at 10.00 a.m.,
at which the Resolutions will be proposed.
Resolution 1, which will be proposed as a special resolution, is
to authorise the Directors to allot the Placing Shares in
connection with the Placing otherwise than in accordance with the
Shareholders' statutory pre-emption rights (which would otherwise
apply in the case of new issues for cash), provided that such
authority shall expire on 31 December 2018. The Placing is
conditional on the passing of Resolution 1.
Resolution 2, which will be proposed as an ordinary resolution,
and which is conditional on the completion of the Placing, is to
generally authorise the Directors to allot relevant securities
having an aggregate nominal value of up to:
(a) GBP11,091.939 in connection with the exercise of options existing at the date of this announcement;
(b) GBP11,836.24 in connection with the grant (and exercise) of
options in favour of employees or consultants to the Group (such
that, together with the existing options granted on or after IPO,
options granted on or after IPO shall not exceed 15% of the issued
share capital of the Company following Admission);
(c) GBP39,974.36 (representing approximately one third of the
issued ordinary share capital following Admission; and
(d) to further allot relevant securities up to an aggregate
nominal amount of GBP39,974.36 in connection with an offer by way
of rights issue (when taken together with the authority pursuant to
paragraph (c), representing approximately two thirds of the issued
share capital of the Company following Admission),
provided that in each case such authority shall expire on the
date falling 18 months after the date of the resolution of the next
annual general meeting of the Company, whichever is the earlier.
This resolution replaces the allotment authority obtained at the
Company's last annual general meeting.
Resolution 3, which will be proposed as a special resolution and
which is subject to and conditional upon the passing of Resolution
2 and the completion of the Placing, grants to the Directors
authority to allot equity securities for cash on a non-pre-emptive
basis up to an aggregate nominal amount of:
(a) GBP11,091.939 in connection with the exercise of options existing at the date of this announcement;
(b) GBP11,836.24 in connection with the grant (and exercise) of
options in favour of employees or consultants to the Group (such
that, together with the existing options granted on or after IPO,
options granted on or after IPO shall not exceed 15 per cent. of
the issued ordinary share capital of the Company following
Admission);
(c) GBP11,992.31 (representing approximately 10 per cent. of the
issued share capital following Admission),
provided that such authority shall expire on the date falling 18
months after the date of the resolution or the next annual general
meeting of the Company, whichever is the earlier. This resolution
replaces the allotment authority obtained at the Company's last
annual general meeting.
Placing statistics
Placing Price 125p
Number of Existing Ordinary Shares 81,123,065
Number of Placing Shares being issued by the Company 38,800,000
pursuant to the Placing *
Number of Ordinary Shares in issue following Admission 119,923,065
*
Percentage of the existing issued ordinary share
capital of the Company being placed pursuant to
the Placing 47.8%
Total proceeds of the Placing GBP48.5 million
*
Estimated expenses of the Placing GBP2.5 million*
Estimated net proceeds of the Placing receivable GBP46 million*
by the Company
* assuming the maximum number of Placing Shares are issued
pursuant to the Placing
Expected timetable of principal events
Publication of this announcement and the circular 13 July 2018
Latest time and date for receipt of Form of 10.00 a.m. on 30
Proxy July 2018
General Meeting 10.00 a.m. on 1 August
2018
DEFINITIONS
"Act" the Companies Act 2006 (as amended)
"Additional the same date as the Non EIS/VCT Admission Date
EIS/VCT Admission
Date"
"Additional the advanced assurance (or other form of comfort)
VCT Advanced to be received from HMRC in respect of the tax
Assurance" relief available to the Placees applying for Additional
EIS/VCT Shares anticipated to constitute a qualifying
holding for VCT purposes
"Additional the second tranche of Placing Shares to be issued
EIS/VCT Placing" in respect of which either (i) EIS relief is to
be claimed or (ii) consisting of shares anticipated
to be a qualifying holding for VCT purposes
"Additional the Ordinary Shares to be issued pursuant to the
EIS/VCT Shares" Additional EIS/VCT Placing
"Admission" admission of the Placing Shares to trading on
AIM becoming effective in accordance with Rule
6 of the AIM Rules
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange from time to time
"Cenkos" Cenkos Securities plc
"certificated an Ordinary Share recorded on a company's share
form" or "in register as being held in certificated form (namely,
certificated not in CREST)
form"
"Company" Creo Medical Group plc, a company incorporated
and registered in England and Wales under the
Companies Act 2006 with registered number 10371794
"CREST" the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator
(as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755)
"Dealing Day" a day on which the London Stock Exchange is open
for business in London
"Directors" the directors of the Company or any duly authorised
or "Board" committee thereof
"EIS" the UK enterprise investment scheme
"EIS/VCT Admission the EIS/VCT Admission Date shall be the Business
Date" Day following the satisfaction (or waiver) by
Cenkos of the conditions set out under clause
2.1 of the Placing Agreement (other than the condition
requiring Additional VCT Advanced Assurance to
be obtained), anticipated to be the Business Day
following the General Meeting (2 August 2018)
"EIS/VCT Placing" the first tranche of Placing Shares in respect
of which either (i) EIS relief is to be claimed
or (ii) consists of a qualifying holding for VCT
purposes
"EIS/VCT Shares" the Ordinary Shares to be issued pursuant to the
EIS/VCT Placing
"Euroclear" Euroclear UK & Ireland Limited, the operator of
"Existing Ordinary CREST
Shares"
the 81,123,065 Ordinary Shares in issue, all of
which are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"FDA" the US Food and Drug Administration
"Form of Proxy" the form of proxy for use in connection with the
General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"General Meeting" the general meeting of the Company to be held
at the offices of Osborne Clarke LLP, One London
Wall, London EC2Y 5EB at 10.00 a.m. on 1 August
2018
"Group" the Company and its subsidiaries
"HMRC" Her Majesty's Revenue and Customs (which shall
include its predecessors, the Inland Revenue and
HM Customs and Excise)
"IPO" the admission of the Company's Ordinary Shares
to trading on AIM, effective on 9 December 2016
"London Stock London Stock Exchange plc
Exchange"
"Long Stop 13 September 2018
Date"
"Non EIS/VCT a) if Additional VCT Advanced Assurance has been
Admission Date" obtained on or prior to 5.00 p.m. on the Business
Day before the General Meeting, the Non EIS/VCT
Admission Date shall be the same date as the EIS/VCT
Admission Date; or
b) otherwise, the Non EIS/VCT Admission Date shall
be the third Business Day following the date on
which all of the conditions under clause 2.1 of
the Placing Agreement (including, for the avoidance
of doubt, the conditions requiring Additional
VCT Advanced Assurance to be obtained) have been
satisfied (or waived) by Cenkos;
c) provided that in the event that Additional
VCT Advanced Assurance has not been received by
5.00 p.m. on the Business Day before the Long
Stop Date, the Non EIS/VCT Admission Date shall
be the Long Stop Date (13 September 2018)
"Non EIS/VCT the third tranche of Placing Shares to be issued
Placing" which do not constitute EIS/VCT Shares or Additional
EIS/VCT Shares
"Notice of the notice convening the General Meeting which
General Meeting" is set out at the end of this document
"Ordinary Shares" ordinary shares of GBP0.001 each in the capital
of the Company
"Placing" the EIS/VCT Placing, the Additional EIS/VCT Placing
and the Non EIS/VCT Placing
"Placing Agreement" the conditional agreement dated [13] July 2018
and made between (1) the Company and (2) Cenkos
in relation to the Placing, further details of
which are set out in this document
"Placing Price" 125 pence per Placing Share
"Placing Shares" the EIS/VCT Shares, the Additional EIS/VCT Shares
and the Non EIS/VCT Shares
"Prospectus the prospectus rules made by the FCA pursuant
Rules" to section 73A of the FSMA
"Resolutions" the resolutions set out in the Notice of General
Meeting
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern
Ireland
"US" the United States of America
"uncertified" an Ordinary Share recorded on a company's share
or "in uncertified register as being held in uncertificated form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
"VCT" venture capital trust
Cautionary note regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth,
strategies and the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
document are based on certain factors and assumptions, including
the Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, the Company undertakes
no obligation to publicly release the results of any revisions to
any forward-looking statements in this document that may occur due
to any change in the Directors' expectations or to reflect events
or circumstances after the date of this announcement.
Important information
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser and broker to the Company in connection with the
proposed Placing and will not be acting for any other person or
otherwise be responsible to any person for providing the
protections afforded to clients of Cenkos or for advising any other
person in respect of the proposed Placing or any transaction,
matter or arrangement referred to in this announcement. Cenkos's
responsibilities as the Company's nominated adviser and broker are
owed solely to London Stock Exchange and are not owed to the
Company or to any Director or to any other person in respect of his
decision to acquire shares in the Company in reliance on any part
of this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the FSMA or the regulatory regime
established thereunder, Cenkos does not accept any responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company, the Ordinary Shares or the Placing. Cenkos
accordingly disclaims all and any liability whether arising in
tort, contract or otherwise (save as referred to above) in respect
of this announcement or any such statement.
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
IOERTMJTMBBBTFP
(END) Dow Jones Newswires
July 13, 2018 02:00 ET (06:00 GMT)
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