TIDMDEMG
RNS Number : 1368G
Deltex Medical Group PLC
14 July 2023
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14 July 2023
Deltex Medical Group plc
("Deltex Medical", the "Company" or the "Group")
Placing, Subscription and Retail Offer
Capital Reorganisation to change the nominal value of the
Existing Ordinary Shares
and
Notice of General Meeting
Highlights
-- Equity raise of GBP1.67M to enable restructuring and balance sheet strengthening
-- Supported by existing Institutional investors and Board contribution of GBP100k
-- Identification of up to approximately GBP1.0 million of
annualised costs savings predominantly through headcount
reduction
-- GBP350k of debt converted to equity at the Issue Price
-- Next generation TrueVue System now CE marked and released in
the UK and EU; revenues expected from November 2023
1. INTRODUCTION
Deltex Medical Group plc (AIM: DEMG) announces that it has
conditionally raised approximately GBP1.67 million (before
expenses) by way of a placing of (the "Placing") and subscription
to (the "Subscription"), in aggregate, 833,000,000 new ordinary
shares of 0.01 pence each in the Company ("New Ordinary Shares") at
0.20 pence per New Ordinary Share (the "Issue Price"). The net
proceeds of the Placing and Subscription will provide the Company
with, inter alia, additional working capital and funding for
non-recurring internal restructuring costs, creditor payments and
to implement the Company's restructuring and updated strategy.
In addition to the Placing and the Subscription, the Company is
seeking to raise up to a further GBP0.5 million (before expenses)
via a REX retail offer to existing shareholders in the Company
("Shareholders") at the Issue Price (the "Retail Offer", and
together with the Placing and the Subscription, the "Fundraising").
The Retail Offer will provide existing UK retail shareholders in
the Company with an opportunity to participate in the Fundraising.
Those investors who subscribe for New Ordinary Shares pursuant to
the Retail Offer (the "Retail Offer Shares") will do so pursuant to
the terms and conditions of the Retail Offer which will separately
be announced by the Company today. The Retail Offer will be
conditional on completion of the Placing and Subscription, but the
Placing and Subscription are not conditional on the Retail
Offer.
Allenby Capital Limited ("Allenby Capital") is acting as sole
broker in connection with the Placing.
The Fundraising is subject to the satisfaction of the
Conditions, which are as set out below and explained in this
announcement:
i. completion of the Capital Reorganisation;
ii. passing of the Fundraising Resolutions;
iii. the Placing and Subscription becoming unconditional in all respects;
iv. Admission becoming effective by 8.00 a.m. on 2 August 2023
(or such later time and date not being later than 8.00 a.m. on 16
August 2023 as the Company and Allenby Capital may agree); and
v. the restoration of trading in the Company's Ordinary Shares on AIM.
In order to implement the Fundraising, the Directors will
require further authorities, under sections 551 and 571
(respectively) of the Companies Act, to issue and allot the
Fundraising Shares and the Loan Conversion Shares and to disapply
statutory pre-emption rights in respect of such allotments.
Separately to the Fundraising and the Loan Conversion, and as a
result of the Capital Reorganisation, the Directors are also
proposing additional Resolutions which would (subject to certain
restrictions) grant the Directors authority to allot further equity
securities wholly for cash in the future up to a certain amount,
without pre-emption rights applying, in respect of the allotment
authority granted pursuant to Resolutions 4 and 7 proposed at the
General Meeting.
Further, the Company's Existing Ordinary Shares have a nominal
value of 1 penny per share and under the Companies Act, the Company
is unable to issue new shares at less than the nominal value of
those shares. Given that the Issue Price is set at 0.20 pence per
share, the Company is required to undertake a Capital
Reorganisation, so that the nominal value of each New Ordinary
Share to be issued pursuant to the Fundraising will be less than
the Issue Price, details of which are set out in paragraph 7 below.
The Capital Reorganisation is subject to the passing of the
Fundraising Resolutions at the General Meeting and is conditional
upon Admission.
These matters will require the approval of Shareholders and
accordingly, the Proposals are conditional, inter alia, on the
passing of the Fundraising Resolutions at the General Meeting. The
General Meeting will be convened for 9:30 a.m. on 1 August 2023 and
will take place at the offices of the Company at Terminus Road,
Chichester, West Sussex PO19 8TX for the purpose of seeking such
approvals. A notice convening the General Meeting, at which the
Resolutions will be proposed, is set out in the Circular to be
posted to Shareholders on 15 July 2023.
In order for the Proposals and Admission to proceed,
Shareholders will need to approve the Fundraising Resolutions set
out in the Notice of General Meeting. If the Fundraising
Resolutions to be proposed at the General Meeting are not approved
by Shareholders, the Placing Shares, the Retail Offer Shares, the
Subscription Shares and the Loan Conversion Shares will not be able
to be allotted and consequently the Fundraising will not proceed
and therefore the Company's performance, financial position and
prospects will be adversely affected. In the absence of
availability of any alternative funding solutions, the Directors
consider that it is highly likely that the Company would be
required to appoint an administrator in that instance in order to
protect the interests of creditors. Accordingly, the Directors
consider that it is very important that Shareholders vote in favour
of the Resolutions, in order that the Proposals and Admission can
proceed.
The purpose of this announcement is to: (i) give further details
on the Proposals, including the background to and reasons for the
Resolutions; (ii) explain why the Board considers the Proposals to
be in the best interests of the Company and the Shareholders as a
whole and why the Directors unanimously recommend that the
Shareholders vote in favour of the Resolutions, as they intend to
do in respect of their own interest in Existing Ordinary Shares;
and (iii) convene the General Meeting to obtain Shareholder
approval for the Resolutions. If the Fundraising Resolutions are
passed at the General Meeting on 1 August 2023, completion of the
Proposals and Admission are expected to take place on or around 2
August 2023.
2. BACKGROUND TO AND REASONS FOR THE PROPOSALS
On 26 June 2023, the Group announced, amongst other matters,
that its cashflows had come under pressure, with the result that
working capital projections indicated a need for additional funding
by mid-July 2023. This additional cashflow pressure was the result
of a combination of factors, including a delay in the launch of the
Group's next generation TrueVue monitor due to, inter alia, supply
chain issues and delays in testing and evaluation. In addition, no
material order from the national tender in Latin America for
haemodynamic monitoring equipment has been forthcoming as expected
and trading in the second quarter of 2023 was weaker than expected,
which the Directors believe is due in part to customers waiting for
the new monitor to be available (now launched). Accordingly, on 26
June 2023, the Ordinary Shares were suspended from trading on AIM
pending clarification of the Company's financial position and are
expected to remain so at least completion of the Proposals.
On 6 July 2023, the Group announced, inter alia, that it was
exploring a potential equity fundraise and provided a trading
update for the half year to 30 June 2023. Unaudited revenues for
the first half ("H1") of 2023 were GBP1.1 million (H1 2022: GBP1.2
million) and cash at hand on 30 June 2023 was GBP0.1 million (H1
2022: GBP0.6 million).
More recently, on 10 July 2023, the Group announced that its new
next generation TrueVue System was now CE marked and released in
the UK and EU . The Group is now able to deploy the device for
in-hospital evaluations to ensure that there are no "teething"
issues with the launch and will therefore not fulfil any sale
orders until this is completed. It is anticipated that this will
take approximately three months. As a result, the Group is
forecasting revenue from new monitor sales to commence in November
2023. This is normal practice for most medical device companies, as
companies are not permitted to use a device in a hospital until it
has been CE marked, unless that device has received ethical
approval from the hospital and the Medicines and Healthcare
Products Regulatory Agency as part of a clinical trial.
The Board is now pleased to put forward the Proposals in order
to refinance the Company, enable a restructuring of the Group and
implement a focused strategy, details of which are set out
below.
3. STRATEGY AND RESTRUCTURING
Notwithstanding the challenging trading conditions experienced
by the Group and the cash flow problems, the Board have identified
the opportunity to turn-around the business. At the centre of this
turn-around strategy, the Group intends to adopt a "zero-based
budgeting" approach, whereby the Group will conservatively allocate
funding based on programme efficiency and necessity rather than
budget history.
Accordingly, the Board has identified up to approximately GBP1.0
million of annualised costs savings that can be implemented in the
near-term, which will contribute towards aligning the business to
operate in a streamlined fashion and in particular, in line with
post-COVID-19 operating conditions (such as the limited physical
sales access to hospitals that prevails). These cost savings
include a significant reduction in headcount across the Company, as
well as the Company's executive directors having agreed to changes
in their remuneration to further conserve cash. Accordingly, the
Chief Executive Officer and the Finance Director have agreed to an
approximately 40 per cent. and 20 per cent. reduction in salary
respectively for the next 18 months. The Board also intends to
review its Board composition in the near future, which may result
in a reduction in the number of Directors (currently 7) and
therefore additional potential cost savings.
In addition, Imperialise Limited (a company controlled by Nigel
Keen, Chairman of the Board) has agreed to restructure its GBP1.0
million short-term loans to the Company. As a result, the
originally scheduled repayment by the Company of GBP0.25m from 25
July 2023 and GBP0.75 million by 30 June 2024 will now be postponed
as to GBP0.25 million by 30 June 2025 and GBP0.4 million by 31
December 2025. The remaining GBP0.35 million due to Imperialise
Limited will be repaid by the issue of 175,000,000 New Ordinary
Shares at the Issue Price on Admission. Further details of the
Company's debt restructuring are set out in paragraph 6 below.
The Directors believe that taking into account these cost
reductions and necessary restructuring, the Company's strategy
should be to focus on maintaining revenues from existing single use
probes, seeking to achieve positive EBITDA. As well as providing
Group working capital, these revenues are expected to provide
finance for the technical resources needed to continue development
of and future upgrades to the new monitor, as well as to complete
the development of the non-invasive Suprasternal device.
The Directors believe that the launch of the next generation
TrueVue monitor, coupled with the potential for additional sales of
the existing monitor, represents further revenue upside to this
strategy, although the Group has assumed that sales of the new
monitor will commence in November 2023 (and assuming in-hospital
assessments are successful over the next three months).
The new next generation TrueVue monitor has a significantly
improved user interface than the existing model and is battery
backed and portable, so can be used anywhere in a hospital. As the
TrueVue monitor requires single patient use probes and the new
monitor is easier to use, the Directors expect that existing
hospitals that upgrade to the new monitor are likely to increase
their current usage of probes, and this could provide additional
revenue from that currently forecast.
Critically, the Board believes that the new monitor facilitates
the launch of the new non-invasive Suprasternal device, which is
currently under development. This new disposable device will be
complementary to the current minimally invasive single patient use
ultrasound transducer (probe) and is anticipated to have
significantly broader applications, such as for awake patients,
A&E, wards and paramedics. It is anticipated to provide an
immediate assessment of haemodynamic instability by external means,
such as for ICU patients with Covid, sepsis and heart failure.
Developing the new, non-invasive Doppler-based haemodynamic
monitoring device is a key part of the Group's future growth and
long-term strategy.
The new next generation TrueVue monitor is expected to help
increase activity levels in all territories, with the Board
expecting orders in the short term from international distributors.
The Group is planning to make submissions for regulatory approval
to sell the new next generation TrueVue monitor outside the UK and
EU, targeting to obtain these approvals in the first half of 2024
for the USA, South Korea and certain countries in Latin America.
The new next generation TrueVue monitors are in production at the
Group's headquarters in Chichester, West Sussex, in anticipation of
customer demand.
While the Directors expect that revenues will materialise from
the national tender with its Latin American distributor and from
the non-invasive Suprasternal device currently under development,
to maintain prudence, these factors have not been included in the
Company's current forecasts and therefore represent potential
upside.
Although the Group is facing challenging cashflow issues, the
Directors believe that on completion of the Proposals and the
restructure of the Company, the Group will be well positioned for
growth.
Bridge loan
On 26 June 2023, the Company announced that working capital
projections indicated a need for additional funding by mid-July.
The Group's cash balance is currently approximately GBP0.1 million
and the Company is managing its cashflows to remain a going concern
until completion of the Fundraising and receipt of the net proceeds
by the Company. In order to bridge working capital requirements
until then, Imperialise Limited (a company controlled by Nigel
Keen, the Chairman of the Board) has agreed to provide a short-term
bridge loan facility of up to GBP50,000 to be drawn upon should the
Company require (the "Bridge Loan"). The Bridge Loan will be
repayable, to the extent drawn, immediately after receipt of the
net proceeds of the Fundraising by the Company shortly after
Admission. The Bridge Loan will be unsecured and will carry
interest at 15 per cent. per annum. The provision of this loan is a
related party transaction pursuant to rule 13 of the AIM Rules and
as further set out in paragraph 6 below.
Non-executive director fees
The annual equity-settled fee for each of the non-executive
directors of Deltex Medical (excluding the Chairman) ("NEDs") is
GBP24,000 and GBP33,333 for the Chairman. These fees have not
changed since 2009. At 30 June 2023 the total accrued liability on
the balance sheet relating to these deferred equity-settled fees
was GBP170,000.
As announced by the Company on 21 December 2020, Deltex Medical
intends to satisfy the Chairman's and the NEDs' (save for Tim
Irish) emoluments through the issue of Ordinary Shares at the
prevailing mid-market price on a semi-annual basis. The most recent
tranche of Ordinary Shares issued in this regard was announced on
11 April 2023 in respect of fees for the year ended 31 December
2021. As part of the Proposals, the NEDs (save for Tim Irish) have
agreed to waive fees due to them for the year ended 31 December
2022 and accordingly no Ordinary Shares will be issued in this
regard. However, 18,966,477 New Ordinary Shares will be issued at
the Issue Price to Imperialise Limited (a company controlled by
Nigel Keen, the Chairman of the Board) on Admission in lieu of the
Chairman's fees of GBP33,333 plus employer national insurance
contributions for the year ended 31 December 2022.
4. USE OF FUNDRAISING PROCEEDS
The Placing and the Subscription will raise GBP1,666,000 gross
and the net proceeds receivable by the Company are estimated to be
approximately GBP1.48 million. The Company intends to use these
proceeds, along with the net proceeds from the Retail Offer, to
provide near-term working capital, fund non-recurring restructuring
costs associated with the cost savings plan of approximately GBP0.3
million, repay approximately GBP0.5 million to creditors, and
implement the Company's restructuring plan and updated strategy as
set out above.
The net proceeds of the Retail Offer will be deployed for the
same purposes as outlined above.
5. THE FUNDRAISING
The Placing and Subscription
The Placing will result in the issue of a total of 620,500,000
Placing Shares and the Subscription will result in the issue of
212,500,000 Subscription Shares, in each case at the Issue Price.
Together the Placing and the Subscription has conditionally raised
GBP1,666,000 before expenses for the Company. The Placing Shares
and the Subscription Shares will, in aggregate, represent
approximately 48 per cent. of the Enlarged Share Capital assuming
no Retail Offer Shares are issued.
The Placing Shares and the Subscription Shares will be issued
conditional on the satisfaction of the Conditions, which include,
inter alia, the passing of the Fundraising Resolutions at the
General Meeting as well as restoration of trading in the Company's
Ordinary Shares on AIM.
The Placing Shares and the Subscription Shares, when issued and
fully paid, will rank pari passu in all respects with the New
Ordinary Shares and therefore will rank equally for all dividends
or other distributions declared, made or paid after the issue of
the Placing Shares and the Subscription Shares.
Allenby Capital has entered into the Placing Agreement with the
Company pursuant to which Allenby Capital has, on the terms and
subject to the conditions set out therein (including the occurrence
of Admission), agreed to act as the Company's agent in respect of
the Placing and to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing
is not being underwritten by Allenby Capital or any other person.
The Placing Agreement contains warranties and indemnities from the
Company in favour of Allenby Capital. Allenby Capital has the right
to terminate the Placing Agreement in certain circumstances, in
particular in the event of a breach of the warranties or the
occurrence of a force majeure event. The Placing Agreement is
conditional, inter alia, upon Admission having occurred no later
than 8.00 a.m. on 2 August 2023 (or such later time and date as the
Company and Allenby Capital may agree, not being later than 8.00
a.m. on 16 August 2023).
Should the Resolutions not be passed at the General Meeting, the
Placing, the Subscription and the Retail Offer will not
proceed.
Completion of the Retail Offer is conditional upon, inter alia,
completion of the Placing and the Subscription. However, completion
of the Placing and the Subscription is not conditional on the
completion of the Retail Offer and there is no minimum fundraising
for the Retail Offer. The Retail Offer is available only to
Shareholders of the Company resident in the United Kingdom.
Director participation in the Subscription
The following Directors and their closely associated persons (as
defined in UK MAR) have conditionally subscribed for a total of
50,000,000 New Ordinary Shares at the Issue Price in the
Subscription:
Beneficial
Existing beneficial Number of shareholding
shareholding Subscription of New Ordinary Percentage
of Existing Shares subscribed Shares on of Enlarged
Director Ordinary Shares for Admission Share Capital**
Nigel Keen 103,301,172 35,000,000 332,267,649* 19.14%
Mark Wippell 13,219,693 5,000,000 18,219,693 1.05%
Julian Cazalet 29,335,789 5,000,000 34,335,789 1.98%
Andrew Mears 6,658,731 5,000,000 11,658,731 0.67%
*includes 175,000,000 New Ordinary Shares issued pursuant to the
Loan Conversi on and 18,966,477 Fee Shares
**excludes the Retail Offer Shares
The participation in the Subscription by Nigel Keen, Mark
Wippell , Julian Cazalet and Andrew Mears is deemed to be a related
party transaction pursuant to rule 13 of the AIM Rules for
Companies. Accordingly, Chris Jones, Tim Irish and Natalie Wettler
(being the Directors not taking part in the Subscription) consider,
having consulted with the Company's nominated adviser, Allenby
Capital, that the terms of the other Directors' participation in
the Subscription are fair and reasonable insofar as the Company's
Shareholders are concerned.
The Retail Offer
The Retail Offer will open at around 18:05 on 14 July 2023 and
will be closed at 15:00 on 19 July 2023 and the result of the
Retail Offer will be announced via an RIS shortly thereafter.
Conditional upon, inter alia, completion of the Placing, the
Subscription and the passing of the Resolutions, up to 2 50,000,000
Retail Offer Shares will be issued through the Retail Offer at the
Issue Price to raise gross proceeds of up to approximately GBP0.5
million (before expenses).
Pursuant to the terms of the Retail Offer, the Company will make
the Retail Offer to existing holders of Ordinary Shares resident in
the United Kingdom and only through financial intermediaries via
the REX Retail Platform. Those investors who subscribe for New
Ordinary Shares pursuant to the Retail Offer will do so pursuant to
the terms and conditions of the Retail Offer contained in the
Retail Offer Announcement. The Retail Offer is not subject to any
minimum fundraising. The Retail Offer will be conditional on
completion of the Placing and Subscription and satisfaction of the
Conditions.
The Retail Offer Shares, when issued and fully paid, will rank
pari passu in all respects with the New Ordinary Shares, the
Placing Shares and the Subscription Shares.
6. LOAN CONVERSION AND AMMENTS
The Company has GBP1.0 million of short-term loans with
Imperialise Limited (a company controlled by Nigel Keen, Chairman
of the Board) whereby GBP0.25 million is due for repayment on
demand from 25 July 2023 and GBP0.75 million is due for repayment
by 30 June 2024. In order to improve the Company's working capital
position, Imperialise Limited has agreed to restructure these
short-term loans to the Company. As a result, GBP0.25 million will
now be repayable by 30 June 2025 and GBP0.4 million by 31 December
2025. The remaining GBP0.35 million due to Imperialise Limited will
be repaid by the issue of 175,000,000 New Ordinary Shares at the
Issue Price on Admission.
The aggregate of the Loan Conversion and above amendments and
the Bridge Loan are deemed to be a related party transaction
pursuant to rule 13 of the AIM Rules. Accordingly, Chris Jones, Tim
Irish and Natalie Wettler (being the Directors independent of the
Loan Conversions and above amendments and the Bridge Loan)
consider, having consulted with the Company's nominated adviser,
Allenby Capital, that the terms of the Loan Conversion and above
amendments and the Bridge Loan are fair and reasonable insofar as
the Company's Shareholders are concerned.
As a result of the Loan Conversions, the Fee Shares and
following completion of the Fundraising, the interests of Nigel
Keen (Chairman of the Board) in New Ordinary Shares on Admission
will be 332,267,649, representing approximately 19.14 per cent. of
the Enlarged Share Capital assuming no Retail Offer Shares are
issued, and 16.73 per cent. of the Enlarged Share Capital assuming
all the Retail Offer Shares are issued.
7. CAPITAL REORGANISATION
The Issue Price is below the nominal value of the Existing
Ordinary Shares. The Companies Act prohibits a company from issuing
shares at a discount to the nominal or par value of its shares.
Therefore, in order to ensure that the Proposals can be carried
out, it is necessary to effect the Capital Reorganisation to change
the nominal value of the Company's Existing Ordinary Shares. The
Directors therefore propose to effect the Capital Reorganisation on
the following basis:
-- each of the Existing Ordinary Shares of 1 penny each will be
subdivided into and reclassified as one New Ordinary Share and one
Deferred Share;
-- each New Ordinary Share will be an ordinary share in the
capital of the Company with a nominal value of GBP0.0001 (0.01
pence) and having those rights set out in the Amended Articles
(further details of which can be found below);
-- each Deferred Share will be a deferred share in the capital
of the Company with a nominal value of GBP0.0099 (0.99 pence) and
having those rights set out in the Amended Articles. The intention
is that Deferred Shares would be cancelled in due course following
a court approved reduction of capital or other means, if available;
and
-- the Company's articles of association require to be amended
to include certain provisions including relating to the Deferred
Shares, via the Amended Articles.
The Amended Articles
The proposed Capital Reorganisation will necessitate certain
alterations to the Company's Existing Articles. Alteration of the
Existing Articles is proposed as Resolution 1 and the alterations,
including establishing the Deferred Shares and setting out the
limited rights proposed for the Deferred Shares, are reflected in
the changes to the Existing Articles as set out in Resolution
1.
The New Ordinary Shares created upon implementation of the
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and
other rights, save that their nominal value will be 0.01 pence per
share as opposed to 1 penny per share. Existing Ordinary Share
certificates will remain valid following the Capital Reorganisation
and the New Ordinary Shares will have the same ISIN as the Existing
Ordinary Shares.
The Deferred Shares will not have any voting rights and will not
carry any entitlement to attend general meetings of the Company;
nor will they be admitted to trading on AIM or any other market.
They will carry only a right to participate in any return of
capital on a winding up as to one penny in aggregate for the entire
class of Deferred Shares (which payment shall be deemed satisfied
by distribution to any one holder of Deferred Shares) , but only
after holders of Ordinary Shares have together received the nominal
amounts paid up on such shares. In addition, they will not carry
any right to participate in any dividend or other distribution. In
each case a payment, on a return of capital, to any one holder of
Deferred Shares shall satisfy the payment required. The Company
will be authorised at any time to effect a transfer of the Deferred
Shares without reference to the holders thereof and for no
consideration pursuant to and in accordance with the Companies Act.
Accordingly, the Deferred Shares will, for all practical purposes,
be valueless and it is the Board's intention, at an appropriate
time, to have the Deferred Shares cancelled, whether through an
application to the Companies Court or otherwise in accordance with
the Companies Act. No share certificates will be issued for the
Deferred Shares.
The draft Amended Articles proposed, along with a set
highlighting the alterations and comparing the Amended Articles
with the Existing Articles, will be available for inspection by
Shareholders at the General Meeting until the conclusion of the
General Meeting and on the Company's website, www.deltexmedical.com
.
In summary, it is proposed that each Existing Ordinary Share of
1 penny in the capital of the Company will be subdivided and
redesignated into one New Ordinary Share and one Deferred Share.
This will result in 709,057,601 New Ordinary Shares and 709,057,601
Deferred Shares being in issue immediately following the Capital
Reorganisation but before the issue of Fundraising Shares pursuant
to the Fundraising and the Loan Conversion Shares pursuant to the
Loan Conversion.
8. GENERAL MEETING AND CIRCULAR
A circular including a notice of General Meeting will be sent to
Shareholders on 15 July 2023. A copy of the
Circular will also be made available on the Company's website at: www.deltexmedical.com.
A notice convening a General Meeting of the Company to be held
at 9:30 a.m. on 1 August 2023 at the offices of the Company at
Terminus Road, Chichester, West Sussex PO19 8TX will be set out in
the Circular. The purpose of the General Meeting is to seek
approval of Existing Shareholders for the Resolutions in order to,
inter alia, implement the Proposals. The Proposals are conditional
upon the passing of the Fundraising Resolutions.
9. ADMISSION AND RESTORATION OF TRADING ON AIM
Subject to, inter alia, the Existing Shareholders' approval of
the Resolutions, application will be made to the London Stock
Exchange for the New Ordinary Shares (including the Fundraising
Shares, the Fee Shares and the Loan Conversion Shares) to be
admitted to trading on AIM. In addition, the Company intends to
request that the current suspension of trading in the Company's
Ordinary Shares on AIM is lifted upon Admission. Assuming the
Resolutions are passed at the General Meeting, it is anticipated
that Admission will become effective and that dealings in the New
Ordinary Shares (including the Fundraising Shares, the Fee Shares
and the Loan Conversion Shares) will commence on AIM at 8.00 a.m.
on or around 2 August 2023.
10. RECOMMATION
In order for the Fundraising and Admission to proceed,
Shareholders will need to approve the Fundraising Resolutions set
out in the Notice of General Meeting. If the Fundraising
Resolutions to be proposed at the General Meeting are not approved
by Shareholders, the Placing Shares, the Retail Offer Shares, the
Subscription Shares and the Loan Conversion Shares will not be able
to be allotted and consequently the Proposals will not proceed and
therefore the Company's performance, financial position and
prospects will be adversely affected. In the absence of
availability of any alternative funding solutions, the Directors
consider that it is highly likely that the Company would be
required to appoint an administrator in that instance in order to
protect the interests of creditors. Accordingly, the Directors
consider that it is very important that Shareholders vote in favour
of the Resolutions, in order that the Proposals and Admission can
proceed.
The Board considers the Proposals and the Resolutions to be in
the best interests of Shareholders as a whole. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolutions as they intend to do in respect of their own
interests in Ordinary Shares of, in aggregate, 163,026,105 Existing
Ordinary Shares (representing approximately 22.99 per cent. of the
Existing Ordinary Shares).
11. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing, Subscription 14 July 2023
and Retail Offer
Posting of the Circular and Form of Proxy 15 July 2023
---------------------------------------
Result of Retail Offer announced through 20 July 2023
an RIS
---------------------------------------
Latest time and date for receipt of completed 9:30 a.m on 28 July 2023
Forms of Proxy
---------------------------------------
Latest time and date for receipt of CREST 9:30 a.m on 28 July 2023
Proxy Instructions for the General Meeting
---------------------------------------
Record time for those Shareholders on 6:30 p.m on 28 July 2023
the Register of Members entitled to attend
or vote at the General Meeting
---------------------------------------
General Meeting 9:30 a.m on 1 August 2023
---------------------------------------
Capital Reorganisation is effective* after close of business on
1 August 2023
---------------------------------------
Admission of, and commencement of dealings 8.00 a.m on 2 August 2023
in, the New Ordinary Shares (including
the Fundraising Shares, the Fee Shares
and the Loan Conversion Shares)*
---------------------------------------
New Ordinary Shares (including the Fundraising 2 August 2023
Shares, the Fee Shares and the Loan Conversion
Shares) credited to CREST stock accounts*
---------------------------------------
Despatch of definitive share certificates Within 14 days of Admission
for the Fundraising Shares, the Fee Shares
and the Loan Conversion Shares in certificated
form*
---------------------------------------
Note:
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a Regulatory Information Service announcement. All
references to times and dates in this announcement are to time and
dates in London, United Kingdom.
*assuming the Fundraising Resolutions are passed
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section in
the Appendix to this announcement.
Enquiries:
For further information, please contact:
Deltex Medical Group plc 01243 774 837
Nigel Keen, Chairman investorinfo@Deltexmedical.com
Andy Mears, Chief Executive
Natalie Wettler, Group Finance Director
Allenby Capital Limited - Nominated Adviser
& Broker 020 3328 5656
Jeremy Porter / Vivek Bhardwaj (Corporate info@allenbycapital.com
Finance)
Tony Quirke / Stefano Aquilino (Sales & Corporate
Broking)
Appendix - Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
Admission admission of the New Ordinary Shares (including
the Fundraising Shares, Fee Shares and
Loan Conversion Shares) to trading on
AIM becoming effective in accordance with
the AIM Rules;
AIM the market of that name operated by the
London Stock Exchange;
AIM Rules the AIM Rules for Companies governing
the admission to and operation of AIM
published by the London Stock Exchange
as amended from time to time;
Allenby Capital Allenby Capital Limited, the Company's
Nominated Adviser and Broker;
Amended Articles the Company's new Articles of Association
following the amendments proposed to be
approved via Resolution 1, including the
amendments to establish the Deferred Shares
and set out the limited rights proposed
for the Deferred Shares;
Articles of Association the articles of association of the Company,
as amended from time to time;
Business Day any day on which banks are generally open
in London for the transaction of business
other than a Saturday or Sunday or public
holiday;
Capital Reorganisation the proposed reorganisation of the share
capital of the Company as described in
paragraph 7 above;
Certificated or a share or other security which is not
in certificated in uncertificated form (that is, not in
form CREST);
Circular the circular with details of the Proposals
including a notice of General Meeting
to be sent to Shareholders on 15 July
2023 ;
Companies Act the Companies Act 2006, as amended, modified
or re-enacted from time to time;
Company or Deltex Deltex Medical Group plc, incorporated
Medical in England and Wales with number 03902895
and with its registered office at Terminus
Road, Chichester, West Sussex, PO19 8TX;
Conditions (a) completion of the Capital Reorganisation;
(b) the passing of the Fundraising Resolutions;
(c) the Placing and Subscription becoming
unconditional in all respects; (d) Admission
becoming effective by 8.00 a.m. on 2 August
2023 (or such later time and date not
being later than 8.00 a.m. on 16 August
2023 as the Company and Allenby Capital
may agree); and (e) the restoration of
trading in the Company's Ordinary Shares
on AIM;
Convertible Loan the GBP1,100,000 unsecured convertible
Notes loan notes issued by the Company in February
2016, as amended;
CREST or CREST System the computer-based system (as defined
in the CREST Regulations) operated and
administered by Euroclear enabling securities
to be evidenced otherwise than by certificates
and transferred otherwise than by written
instruments;
CREST member a person who has been admitted by Euroclear
as a system participant (as defined in
the CREST Regulations);
Deferred Shares the Deferred Shares of 0.99 pence each
in the capital of the Company as created
by virtue of the Capital Reorganisation;
Directors, Board the current directors of the Company or
or Board of Directors the board of directors from time to time;
EBITDA earnings before interest, taxes, depreciation,
and amortisation;
Enlarged Share Capital the ordinary share capital of the Company
immediately following Admission;
Euroclear Euroclear UK & International Limited;
Existing Articles the articles of association of the Company
currently in force;
Existing Ordinary the 709,057,601 ordinary shares of 1 penny
Shares each in issue as at the date of this document;
Existing Shareholders the holders of Existing Ordinary Shares;
FCA the Financial Conduct Authority of the
United Kingdom or any successor body or
bodies carrying out the functions currently
carried out by the Financial Conduct Authority;
Form of Proxy the form of proxy accompanying the Circular
for use by Existing Shareholders at the
General Meeting;
FSMA the UK Financial Services and Markets
Act 2000, as amended;
Fundraising together the Placing, the Subscription
and the Retail Offer;
Fundraising Resolutions each of Resolutions 1, 2, 3, 5 and 6;
Fundraising Shares together the Placing Shares, the Subscription
Shares and the Retail Offer Shares;
General Meeting the general meeting of the Company to
be held at the offices of the Company
at Terminus Road, Chichester, West Sussex,
PO19 8TX, as set out in the Notice of
General Meeting;
Group the Company and each of its subsidiaries
and subsidiary undertakings;
ISIN International Securities Identification
Number;
Issue Price 0.2p per Fundraising Share;
Loan Conversion the conditional conversion of GBP250,000
of the loan outstanding under the facility
made available to the Company by Imperialise
Limited on 24 April 2023 and of GBP100,000
of the loan outstanding under the facility
made available to the Company by Imperialise
Limited on 18 September 2021 into Ordinary
Shares;
Loan Conversion the 175,000,000 New Ordinary Shares to
Shares be allotted and issued pursuant to the
Loan Conversion;
London Stock Exchange London Stock Exchange plc or its successor(s);
MAR the UK version of the EU Market Abuse
Regulation (2014/596/EU) (incorporated
into UK law by virtue of the European
Union (Withdrawal) Act 2018), as amended
and supplemented from time to time;
New Ordinary Shares the issued and to be issued ordinary shares
of 0.01 pence each in the capital of the
Company as created by virtue of the Capital
Reorganisation and the Fundraising Resolutions;
Notice of General the notice of general meeting set out
Meeting at the end of the Circular;
Ordinary Shares the ordinary shares in the capital of
the Company from time to time;
Overseas Shareholders Shareholders with registered addresses
in, or who are citizens, residents or
nationals of, jurisdictions outside the
UK;
Placee any person that has conditionally agreed
to subscribe for Placing Shares in the
Placing;
Placing the proposed placing by Allenby Capital
of the Placing Shares on the terms and
subject to the conditions of the Placing
Agreement, including inter alia on passing
of the Fundraising Resolutions and on
Admission;
Placing Agreement the conditional agreement dated 14 July
2023 between the Company and Allenby Capital
relating to the Placing;
Placing Shares the issue and placing of 620,500,000 New
Ordinary Shares at the Issue Price by
Allenby Capital with institutional and
other investors in accordance with the
terms of the Placing;
Proposals the Fundraising, Loan Conversion and the
Capital Reorganisation;
Regulatory Information one of the regulatory information services
Service or RIS authorised by the FCA to receive, process
and disseminate regulatory information
from listed companies;
Registrars Equiniti Limited;
Resolutions the resolutions to be put to the Existing
Shareholders at the General Meeting as
detailed in the Notice of General Meeting
and Resolution means any of the Resolutions;
Restricted Jurisdiction(s) the United States, Russia, Australia,
Canada, Japan, New Zealand, the Republic
of South Africa and any other jurisdiction
where the extension or availability of
the Fundraising would breach any applicable
law;
Retail Offer the retail offer to the Company's Shareholders
run by REX;
Retail Offer Shares up to 250,000,000 New Ordinary Shares
to be issued pursuant to the Retail Offer;
REX the Peel Hunt LLP Retail Capital Markets
REX portal;
REX Retail Platform a platform operated by REX;
Fee Shares the 18,966,477 New Ordinary Shares to
be allotted and issued to Imperialise
Limited on Admission in lieu of the Chairman's
fees of GBP33,333 plus employer national
insurance contributions for the year ended
31 December 2022;
SEC the US Securities and Exchange Commission;
Securities Act the US Securities Act of 1933, as amended;
Shareholders the holder(s) of the Ordinary Shares from
time to time;
Subscribers the persons entering into the Subscription
Agreements;
Subscription the conditional subscription for the Subscription
Shares at the Issue Price by the Subscribers
pursuant to the Subscription Agreements;
Subscription Agreements the agreements dated on or around 14 July
2023 between the Company and each Subscriber
pursuant to which each such Subscriber
has agreed to subscribe for Subscription
Shares;
Subscription Shares the 212,500,000 New Ordinary Shares to
be allotted and issued pursuant to the
Subscription Agreements;
Sterling or pound pounds sterling or pence, the basic units
or GBP or penny of currency in the UK;
or pence
Subsidiary has the meaning given in section 1159
of the Companies Act;
Subsidiary undertaking has the meaning given to it in section
1162 of the Companies Act 2006;
TrueVue monitor CardioQ-ODM+ Oesophageal Doppler Monitor;
Uncertificated or recorded on the relevant register or other
uncertificated form record 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;
United Kingdom or the United Kingdom of Great Britain and
UK Northern Ireland;
United States or the United States of America; and
US
US Persons has the meaning provided in Rule 902(k)
of Regulation S under the Securities Act.
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 1. Nigel Keen
2. Mark Wippell
3. Julian Cazalet
4. Andrew Mears
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status 1. Chairman
2. Non-executive Director
3. Non-executive Director
4. Chief Executive Officer
-------------------------- -------------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Deltex Medical Group Plc
-------------------------- -------------------------------------------------
b) LEI 213800XN34P6LI8J6M39
-------------------------- -------------------------------------------------
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 of 1p each in Deltex
financial instrument, Medical Group Plc
type of instrument
Identification code Identification code (ISIN) for Deltex
Medical Group Plc ordinary shares: GB0059337583
-------------------------- -------------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 0.20p 1. 35,000,000
2. 0.20p 2. 5,000,000
3. 0.20p 3. 5,000,000
4. 0.20p 4. 5,000,000
--------------
-------------------------- -------------------------------------------------
d) Aggregated information: N/A
- Aggregated volume
- Price
-------------------------- -------------------------------------------------
e) Date of the transaction 14 July 2023, to be completed on 2 August
2023
-------------------------- -------------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- -------------------------------------------------
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss. Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital projection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
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",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
General
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Nominated Adviser and Broker to
the Company in connection with the Placing. Allenby Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Fundraising or the Retail Offer. Allenby Capital has not authorised
the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information, save
that nothing shall limit the liability of Allenby Capital for its
own fraud.
ABOUT DELTEX MEDICAL'S TECHNOLOGY
Deltex Medical's TrueVue System uses proprietary haemodynamic
monitoring technology to assist clinicians to improve outcomes for
patients as well as increase throughput and capacity for
hospitals.
Deltex Medical has invested over the long term to build a unique
body of peer-reviewed, published evidence from a substantial number
of trials carried out around the world. These studies demonstrate
statistically significant improvements in clinical outcomes
providing benefits both to patients and to the hospital systems by
increasing patient throughput and expanding hospital capacity.
The Group's flagship, world-leading, ultrasound-based
oesophageal Doppler monitoring ("ODM") is supported by 24
randomised control trials conducted on anaesthetised patients. As a
result, the primary application for ODM is focussed on guiding
therapy for patients undergoing elective surgery. The Group's new,
next generation monitor makes the use of the ODM technology more
intuitive and provides augmented data on the status of each
patient.
Deltex Medical's engineers and scientists carried out successful
research in conjunction with the UK's National Physical Laboratory
("NPL"), which has enabled the Group's 'gold standard' ODM
technology to be extended and developed so that it can be used
completely non-invasively. This will significantly expand the
application of Deltex Medical's technology to non-sedated patients.
This new technological enhancement, which will be released on the
new next generation monitor, will substantially increase the
addressable market for the Group's haemodynamic monitoring
technologies and is complementary to the long-established ODM
evidence base.
Deltex Medical's new non-invasive technology has potential
applications for use in a number of healthcare settings,
including:
-- Accident & Emergency for the rapid triage of patients,
including the detection and diagnosis of sepsis;
-- in general wards to help facilitate a real-time, data-driven
treatment regime for patients whose condition might deteriorate
rapidly; and
-- in critical care units to allow regular monitoring of
patients post-surgery who are no longer sedated or intubated.
One of the key opportunities for the Group is positioning this
new, non-invasive technology for use throughout the hospital.
Deltex Medical's haemodynamic monitoring technologies provide
clinicians with beat-to-beat real-time information on a patient's
circulating blood volume and heart function. This information is
critical to enable clinicians to optimise both fluid and drug
delivery to patients.
Deltex Medical's business model is to drive the recurring
revenues associated with the sale of single-use disposable ODM
probes which are used in the TrueVue System and to complement these
revenues with a new incremental revenue stream to be derived from
the Group's new non-invasive technology.
Both the existing single-use ODM probe and the new, non-invasive
device will connect to the same, next generation monitor launched
in July 2023. Monitors are sold or, due to hospitals' often
protracted procurement times for capital items, loaned in order to
encourage faster adoption of the Group's technology.
Deltex Medical's customers
The principal users of Deltex Medical's products are currently
anaesthetists working in a hospital's operating theatre and
intensivists working in ICUs. This customer profile will change as
the Group's new non-invasive technology is adopted by the market.
In the UK the Group sells directly to the NHS. In the USA the Group
sells directly to a range of hospital systems. The Group also sells
through distributors in more than 40 countries in the European
Union, Asia and the Americas.
Deltex Medical's objective
To see the adoption of Deltex Medical's next generation TrueVue
System, comprising both minimally invasive and non-invasive
technologies, as the standard of care in haemodynamic monitoring
for all patients from new-born to adult, awake or anaesthetised,
across all hospital settings globally.
For further information please go to www.deltexmedical.com
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END
UPDBLGDRCUBDGXS
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