TIDMFDBK
RNS Number : 8469F
Feedback PLC
30 April 2014
30 April 2014
Feedback plc
("Feedback" or the "Company")
Proposed acquisition of Cambridge Computed Imaging Limited,
proposed acquisition of TexRAD Limited, Subscription to raise
GBP300,000 and readmission to trading on AIM
Headlines
-- Acquisition of highly complementary and synergistic Cambridge
Computed Imaging Limited and TexRAD Ltd
-- Subscription to raise GBP300,000, supported by the Company's
directors and an existing shareholder, completed at a 62 per cent.
premium to the closing middle-market price
-- The Acquisitions offer an exciting growth opportunity for the
Company and its shareholders to gain exposure to the medical
imaging software market
-- The cash raised from the subscription together with the
existing cash resources of the Company will help fund future
research and development efforts, sales and marketing initiatives,
and regulatory approval processes
Proposed Acquisitions and Subscription
Feedback announces that it has entered into conditional
agreements to acquire the issued share capital of CCI and TexRAD,
both medical imaging software companies, and the underlying IP
relating to TexRAD, for a total consideration of GBP473,900 to be
satisfied by the issue of the Consideration Shares and GBP26,400 in
cash.
The Company is proposing to raise GBP300,000 by way of a
conditional subscription for 24,000,000 Ordinary Shares at 1.25p
per share. It is intended that the proceeds of the Subscription
will be used to help grow the CCI and TexRAD businesses,
specifically to invest in sales, marketing, regulatory approval
processes and to provide additional working capital for the
Enlarged Group. Furthermore the Company will pay the professional
fees incurred in respect of the Acquisitions and the
Subscription.
The Acquisitions will constitute a reverse takeover under the
AIM Rules. As a consequence, the Directors are seeking shareholder
approval for the Acquisitions at a general meeting which is
expected to be convened for 10.00 a.m. on 16 May 2014 at the
offices of Stephenson Harwood LLP at 1 Finsbury Circus, London EC2M
7SH.
Irrevocable Undertakings to vote in favour of the Resolutions at
the General Meeting have been obtained from the Directors and
certain other Shareholders in respect of their shareholdings,
amounting to in aggregate 78,273,919 Ordinary Shares representing
59.78 per cent of the Existing Ordinary Shares.
Application will be made to the London Stock Exchange for the
Enlarged Issued Share Capital to be admitted to trading on AIM. The
AIM Admission Document, which comprises a circular to Shareholders
and notice of the General Meeting, will be posted to Shareholders
and will be available from the Company's website, www.fbk.com,
today.
It is expected that admission to AIM will become effective and
that dealings in the Enlarged Issued Share Capital will commence on
or before 19 May 2014.
Nick Shepheard, Chairman and Chief Executive of Feedback,
commented: "Medical imaging plays an ever more important role in
medical decision making and is fundamental to patient assessment
and treatment in cardiology and oncology. The board of Feedback
believe that there is a growing market for image analysis tools
that aid the decision making process and help clinicians assess
prognosis and evaluate the efficacy of existing and newly developed
treatments. Working together, CCI and TexRAD combine image
manipulation and processing expertise with a new technique for
analysing cancer tumours that has shown significant advantages over
other assessment techniques. Aided by the Enlarged Group's
strengthened balance sheet and access to public markets via an AIM
listing, we look forward to building on their successes to date by
progressing towards regulatory approval, entering the market to
help assess the effectiveness of drugs under development, and
creating shareholder value growth in the medium and longer
term."
Contacts:
Feedback plc
Nick Shepheard Tel: 020 3289
7747
Sanlam Securities UK Limited (Nominated
adviser and Joint Broker)
Simon Clements/Virginia Bull/Catherine Tel: 020 7628
Miles 2200
Peterhouse Corporate Finance Limited
(joint Broker)
Jon Levinson/Lucy Williams Tel: 020 7469
0930
Below are extracts from the Admission Document which has been
sent to shareholders today. The full Admission Document is
available on the Company's website: www.fbk.com.
Information on CCI
Background information on CCI
CCI specialises in providing software that helps doctors use
medical images in diagnosis and treatment. Since its foundation,
CCI has focused on supporting the needs of Papworth Hospital, the
UK's largest specialist cardiothoracic hospital, and other
facilities where its software is used to support diagnosis,
treatment planning, treatment response and knowledge sharing within
multi-disciplinary teams.
CCI's core product, the Cadran image platform, provides a
comprehensive range of PACS services designed to offer both
clinical and productivity benefits. Connecting with and accessing
images from all types of digital imaging equipment, such as CT and
PET scanners, Cadran enables connectivity with devices using the
DICOM standard. Cadran is built around its Image Storage Manager
which is a scalable system designed both to deliver images on
demand and provide long-term and secure archiving of sensitive
data. Images are served in an interface certified for clinical use
that allows doctors to display, review and manipulate the images
whilst using in-line measurement and analysis tools to assist with
diagnosis and quantifying treatment responses. Relevant information
can be accessed by users from any workstation connected to the
platform. Web functions are added to enable access to static and
dynamic images over an intranet or internet using standard web
browsers. Advanced compression and transmission techniques
typically mean bandwidth consumption is minimised and images load
at a faster pace, particularly useful for remote reviewing and
teaching applications.
CCI has worked with TexRAD since 2011 and has been responsible
for developing the platform that can be installed on a single
workstation, on a local server or on centrally hosted virtual
machines.
CCI's products under development are designed to enable a
multi-site multi-disciplinary team approach to using medical
images, a feature of complex decision making in fields such as
cardiothoracic and cancer care.
Competition
The PACS market grew rapidly in the early 2000s after small
companies worked closely with major centres to produce integrated
systems that offered clinical and workflow benefits. Following much
consolidation, the Directors believe that CCI's competitors in the
UK PACS market can generally be categorised into two groups: (i)
large established global OEMs supplying imaging hardware to medical
markets, such as GE Healthcare (USA), Siemens (Germany), Philips
(The Netherlands), Toshiba Medical systems (Japan), and (ii)
smaller software companies who have found their niche providing
imaging services to regional hospitals or to specialist interests,
such as CCI's focus on cardiothoracic and its development of the
multi-client simultaneous rendering of images for collaborative
working between locations.
Financial summary of CCI
The table below contains information extracted from the audited
financial information for CCI for the three financial periods ended
31 January 2014.
Year to Year to Year to
31 January 31 January 31 January
2012 2013 2014
GBP GBP GBP
Revenue 210,207 188,879 267,142
Cost of Sales (73,594) (64,528) (102,275)
------------ ------------ ------------
Gross Profit 136,613 124,351 164,867
Administrative expenses (172,661) (168,296) (170,695)
------------ ------------ ------------
Operating Loss (36,048) (43,945) (5,828)
------------ ------------ ------------
(Loss)/Profit for
the year (21,990) (29,933) 1,866
============ ============ ============
Information on TexRAD
Background information on TexRAD
TexRAD offers an innovative quantitative tool to those
researching the diagnosis, prognosis and treatment response of
cancer. The technology enables quantitative textural analysis of
heterogeneity to be found in routinely acquired clinical diagnostic
images which could serve to risk stratify tumours and assist in
response evaluation. Research customers have shown that using
TexRAD's quantitative textural analysis, heterogeneity could
further add value to existing markers of tumour size, density and
perfusion as a quantitative imaging biomarker and potentially
assist in clinical decision making by optimising care pathways for
improved patient outcomes and provide cost-effective patient
management.
Between 2004 and 2011, researchers from the University of
Sussex's Department of Engineering collaborated with Brighton &
Sussex Medical School to develop an innovative algorithm that
quantified textures in medical images. Following early adoption and
promising findings by research groups, TexRAD was incorporated in
February 2011 in order to translate a novel research tool into
commercial products.
Current treatment decisions for patients with cancer are
primarily based on the extent of tumour spread (i.e. tumour stage).
Diagnostic imaging, especially CT and PET are essential to
determining the stage for many cancers. However, patients with the
same tumour stage often follow differing clinical courses and may
therefore require different treatments. This has resulted in a need
for additional methods to assess cancer severity so that treatment
can be selected to more closely match the likely clinical course.
Medical images such as CT scans and MRI scans are used to make
decisions on patient care and treatment but are limited to what the
human eye can see. Diagnostic imaging systems have generally
enhanced fine detail (i.e. high spatial frequency information) with
the aim of optimising anatomical resolution. However, experience
from the automated identification of military targets indicated
that important discriminatory information is to be found within
coarser variations in image brightness (i.e. lower spatial
frequencies). If pronounced, these variations can be perceived as
abnormalities of texture.
TexRAD's proprietary technology employs filters specifically to
highlight these coarser features and uses histogram analysis to
quantify and assess the distribution of grey-levels, coarseness and
regularity within a lesion. By using filters that extract and
enhance for image features at larger scales, the effect of photon
noise is reduced whilst biological heterogeneity is enhanced.
TexRAD allows heterogeneity parameters measured at different
spatial scales to be compared and presented as 'texture ratios' or
'texture spectra' enabling quantitative assessment of imaging
biomarkers within a tumour.
TexRAD has recently commenced the process necessary to achieve
regulatory approval that will enable its use in clinical practice
and add quantitative textural analysis to trials of pharmaceuticals
under development. Revenues to date have primarily come from
leading medical research centres where TexRAD is being applied in a
wide range of studies including colorectal, breast, lung,
prostrate, oesophageal, head and neck, and renal cancers. TexRAD
has supported customers around the world including:
-- University College London Hospitals, London, UK
-- The Institute of Cancer Research Royal Marsden Hospital, Surrey, UK
-- University of Cambridge, Cambridge, UK
-- Aarhus University Hospitals, Aarhus, Denmark
-- European Institute of Oncology, Milan, Italy
-- Johns Hopkins University, Baltimore, Maryland, USA
-- Massachusetts General Hospital, Boston, Massachusetts, USA
-- Tata Memorial Hospital, Mumbai, India
Competition
As far as the Directors are aware, TexRAD is the only
commercially available software offering analysis of image texture
at user-defined spatial scales. TexRAD is protected by a patent
(pending in EU and USA, granted in Canada) and the searches
undertaken in taking out the patent have not identified any likely
challenges. So far as the Directors are aware, other research
groups have predominantly focused on segmenting and classifying
lesion/organ/tissue as benign or malignant and have not focused as
much on prognosis and treatment response markers. TexRAD's approach
is to first establish the biological correlates and relevant image
features and then show their association to patient outcome and
disease-severity. TexRAD's comparison studies have either shown
complementarity or superior prognostic performance for TexRAD
compared to other imaging biomarkers such as CT perfusion and PET
measurements of glucose uptake. Modelling studies have also
indicated a complementary role for TexRAD alongside clinical
biomarkers such as performance status.
Emerging competitor serum and tissue-based biomarkers such as
the promising prognostic markers for CRC and NSCLC, microRNA
analysis and microsatellite instability testing, are comparable in
cost to TexRAD. Although not tested in the same cohorts, the
reported prognostic performance measures for these biomarkers are
comparable or lower than those for TexRAD. Tissue-based biomarkers
are also constrained by their invasive nature and by tumour
heterogeneity resulting in biopsy sampling error. By being
image-based, TexRAD can non-invasively evaluate larger tumour
volumes and exploit tumour heterogeneity rather than being
constrained by this fundamental property of malignancy.
Financial summary of TexRAD
The table below contains information extracted from the audited
financial information for TexRAD for the three financial periods
ended 31 January 2014.
17 months 12 months Six months
to 31 July to to
2012 31 July 31 January
2013 2014
GBP GBP GBP
Revenue 3,167 76,261 52,886
Cost of sales (1,000) (47,359) (26,927)
------------ ----------- ------------
Gross Profit 2,167 28,902 25,959
Administrative expenses (18,226) (55,473) (40,825)
------------ ----------- ------------
Loss before income
tax (16,059) (26,571) (14,866)
------------ ----------- ------------
Loss for the period (16,059) (26,571) (14,866)
------------ ----------- ------------
Current trading and prospects
CCI
Due to the high percentage of longstanding customer agreements
which provide recurring revenue, trading in CCI has been in line
with management's expectations during the first quarter of the
financial year. CCI continues to undertake a programme of
consultancy developments which lead to additional project based
revenues. CCI has also commenced work on developing a
multidisciplinary team toolkit, which it proposes to launch as a
stand-alone product later this year. The Directors consider this
product to be a milestone in the development of the business as it
provides new opportunities in the cardiothoracic sector and expands
the markets in which CCI operates.
TexRAD
TexRAD continues to make revenues working with its research
customers. The Directors are encouraged by the current pipeline and
by a number of recent sales that moved to an accelerated
completion. TexRAD's current intention is, following regulatory
approval, to launch an updated version of its product for the
clinical trials market in late 2014 and to secure early adopter
clinical customers looking to use quantitative textural analysis to
measure treatment response. The Directors expect modest revenues
from new markets in the first 12 months following such launch but
consider adoption in clinical use as a strategic priority.
Corporate vision and strategy
In an environment with ever more powerful computing
possibilities, new drugs under development, and the constant need
to evaluate the effectiveness of complex treatment choices, medical
imaging is an integral and growing part of medical practice.
The Directors' vision is to build on CCI's image processing and
analysis expertise with TexRAD's novel quantification technique to
position Feedback as a medical imaging tools company. The mission
of the Enlarged Group is to extract every potential benefit from
medical images. The Board proposes to develop innovative techniques
and improved workflows for practitioners involved in medical
research and treating patients. The Enlarged Group intends to build
products that put new and more effective tools into the hands of
clinical decision makers, with a view to improving patient care and
reducing costs.
TexRAD has already proven its value in medical research and is
now working towards regulatory approval when it can be used to
enrich clinical trials and help understand the effects of new
pharmaceuticals. It is intended that products will be developed to
help medical decision makers evaluate the treatment choices on a
patient-by-patient basis and which are intended to support industry
moves towards a personalised approach to patient care. As its
technologies are manufacturer neutral, and can be used with
historical images, for example, on longitudinal research projects
and to monitor disease progression, the addressable market will
include all existing specialist imaging centres.
As the market develops, the Directors intend to base the
business model on the clinical use of its tools designed to
identify imaging biomarkers that can be used in the early detection
of cancer, in determining prognosis and predicted outcomes and in
evaluating treatment response.
The Directors believe that Feedback can create shareholder value
growth in the medium and longer term through CCI and TexRAD's
expertise in cardiac imaging and oncology by further developing
existing products whilst moving into the clinical trials market,
and developing new tools to measure patients' treatment response.
The Directors intend to fund these developments from existing
revenue streams in the research market, the Company's cash
resources and from grant funding (where available). There will be
potential new sources of revenue when TexRAD has completed its
regulatory approval process.
In addition to existing CCI and TexRAD products, the Company
will look for opportunities to widen its offerings in its target
markets through collaborations and corporate activity which may
include mergers and acquisitions.
Reasons for the Proposals
The Directors believe that the Proposals offer an exciting
growth opportunity for the Company and its Shareholders and that
the Enlarged Group has the potential to benefit from:
-- the fact that the CCI and TexRAD businesses are complementary to each other;
-- an enhanced ability to attract and incentivise key management;
-- an enhanced corporate profile as a public company;
-- the availability of the Company's cash reserves and resources
to CCI and TexRAD and the potential to provide CCI and TexRAD with
an opportunity to access new capital for future research and
development; and
-- an ability to use quoted shares as consideration for strategic acquisitions.
Regulatory environment
In order to market its technologies as a medical device for use
in clinical trials, TexRAD must undergo a process of regulatory
approval. The Directors believe that TexRAD and CCI are working
towards the necessary European and USA regulatory requirements
including Medical Devices Directive 93/42/EEC, ISO13485:2003, and
Code of Federal Regulations Title 21 Part 11 (which defines
criteria under which FDA considers electronic records and
electronic signatures to be trustworthy, reliable, and equivalent
to paper records). A regulatory pathway for TexRAD's medical device
products has been identified and it has selected a preferred
supplier to assist in getting approval with the US Food and Drug
Administration and the UK Medicines and Healthcare Products
Regulatory Agency.
Principal terms of the Acquisitions
CCI
Under the terms of the CCI Acquisition Agreement, the Company
has conditionally agreed to acquire the entire issued share capital
of CCI from the CCI Vendors for a total consideration of
GBP213,200, to be satisfied by GBP13,200 in cash and the balance by
the issue of the CCI Consideration Shares (representing 8.39 per
cent. of the Enlarged Issued Share Capital) on Admission.
During the period between the date of the execution of the CCI
Acquisition Agreement and Completion, the CCI Vendors have
undertaken to operate the business of CCI in the normal manner of
such business. The CCI Acquisition Agreement contains certain
warranties (subject to certain limitations of liability) and
undertakings given by the CCI Vendors in favour of the Company.
TexRAD
Under the terms of the TexRAD Acquisition Agreement, the Company
has conditionally agreed to acquire the entire issued share capital
of TexRAD (other than a nine per cent. stake in TexRAD that is
already held by CCI) from the TexRAD Vendors for a total
consideration of GBP240,700. In addition, TexRAD has also reached
agreement with the University of Sussex that, conditional on
Admission, certain intellectual property rights held by the
University of Sussex relating to TexRAD will also be transferred to
TexRAD for a total consideration of GBP20,000. The aggregate total
of GBP260,700 is to be satisfied by GBP13,200 in cash and the
balance by the issue of the TexRAD Consideration Shares and the IP
Consideration Shares (together representing 10.38 per cent. of the
Enlarged Issued Share Capital) on Admission. As additional
consideration, the TexRAD Vendors will also receive the TexRAD
Warrants.
The TexRAD Warrants will be issued such that 4,550,000 warrants
will have an exercise price of GBP0.0125 and a vesting period of
between two and 10 years from the date of Admission; and 18,200,000
warrants will have an exercise price of GBP0.03 and a vesting
period of between three and 10 years from the date of the
Admission.
During the period between the date of the execution of the
TexRAD Acquisition Agreement and Completion, the TexRAD Vendors
have undertaken to operate the business of TexRAD in the normal
manner of such business. The TexRAD Acquisition Agreement contains
certain warranties (subject to certain limitations of liability)
and undertakings given by the TexRAD Vendors in favour of the
Company.
Completion of the Acquisitions is conditional, inter alia, on
the passing of the Resolutions and Admission becoming effective by
not later than 16 May 2014. Subject to the conditions being
satisfied, Completion is expected to take place upon Admission.
Reasons for the Subscription and use of funds
The proceeds of the Subscription will be used to help grow the
CCI and TexRAD businesses, specifically to invest in sales,
marketing, regulatory approval processes and to provide additional
working capital for the Enlarged Group and to pay the various fees
and expenses incurred by the Company in respect of the
Proposals.
Details of the Subscription
Under the terms of the Subscription Letters, Tom Charlton,
Trevor Brown and Roy Ruffler have conditionally agreed to subscribe
for an aggregate of 24,000,000 Subscription Shares at the
Subscription Price to raise GBP300,000 (before expenses) for the
Company.
The Subscription is conditional, inter alia, upon Admission.
The Subscription Shares, the CCI Consideration Shares and the
TexRAD Consideration Shares, when issued and fully paid, will rank
equally in all respects with the issued Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after Admission.
It is expected that Admission will become effective and dealings
in the Enlarged Issued Share Capital will commence on 19 May
2014.
Following the Subscription and completion of the Acquisitions,
the Company will have 190,746,746 Ordinary Shares in issue and
admitted to trading on AIM.
Related party transaction
Trevor Brown and Tom Charlton, Non-executive Directors of the
Company, have agreed to subscribe for 10,400,000 Subscription
Shares each, as part of the Subscription. In addition, as one of
the CCI Vendors, Tom Charlton will be receiving 2,232,600 CCI
Consideration Shares pursuant to the CCI Acquisition. Following
Admission their holding in the Enlarged Issued Share Capital will
be as follows:
Number Percentage
of Subscription Number of holding
Shares Consideration Shareholding of the
subscribed Shares received Following Enlarged
for Admission Issued
Share Capital
Trevor
Brown 10,400,000 - 49,589,111 26.00
Tom Charlton 10,400,000 2,232,600 46,717,408 24.49
Trevor Brown and Tom Charlton are classified as related parties
of the Company for the purposes of the AIM Rules by virtue of them
having a substantial shareholding (as defined by the AIM Rules) in
the Company and by virtue of them being Directors. The independent
Directors for the purposes of the Subscription, being Nick
Shepheard and Simon Barrell, consider, having consulted with the
Company's Nominated Adviser, Sanlam Securities UK Limited, that the
terms of the Subscription are fair and reasonable insofar as
Shareholders are concerned.
The CCI Acquisition is also classified as a related party
transaction for the purposes of the AIM Rules. This is due to the
fact that Tom Charlton is a Director and major shareholder of the
Company and a significant shareholder of CCI. The independent
Directors for the purposes of the CCI Acquisition, being the
Directors other than Tom Charlton, consider, having consulted with
the Company's Nominated Adviser, Sanlam Securities UK Limited, that
the terms of the CCI Acquisition are fair and reasonable insofar as
the Shareholders are concerned.
As at the date of the Admission Document, CCI has outstanding
debts owed to Tom Charlton amounting to GBP189,000. Conditional on
Admission, CCI will repay these debts utilising funds from Feedback
which will be made available to it pursuant to the Shareholder Loan
from Tom Charlton. The Shareholder Loan is for GBP189,000, does not
accrue interest and is repayable on the earlier of 1 December 2016
and the satisfaction of certain conditions, further details of
which are set out in the Admission Document.
Entry into the Shareholder Loan is also classified as a related
party transaction for the purposes of the AIM Rules. This is due to
the fact that Tom Charlton is a Director and substantial
shareholder in the Company. The independent Directors, being the
Directors other than Tom Charlton, consider, having consulted with
the Company's Nominated Adviser, Sanlam Securities UK Limited, that
the terms of the Shareholder Loan are fair and reasonable insofar
as the Shareholders are concerned.
In advising the independent directors, Sanlam Securities UK
Limited has taken into account the commercial judgement of the
independent directors.
Directors and Senior Management
Nick Shepheard (Chairman and Chief Executive) aged 48, has been
the Executive Chairman of Feedback since February 2011. Prior to
that, Mr Shepheard worked for eight years as an independent
consultant to a number of hardware and software technology and
service businesses enabled by technology. Earlier in his career Mr
Shepheard was the General Manager of the London, Edinburgh and
Belfast Gazettes.
Simon Barrell (Non-executive Director) aged 55, qualified as a
chartered accountant with Arthur Young in 1983. He then joined an
accountancy practice in Nairobi, Kenya as a Senior Manager. On his
return to the UK in 1987, he joined Binder Hamlyn. In 1994 Mr
Barrell was appointed finance director of Napier Brown &
Company Limited and subsequently was appointed finance director of
Napier Brown Foods Plc in December 2003. Since leaving Napier Brown
Foods Plc in 2005 Mr Barrell has been finance director in an
executive and non-executive capacity for a number of public
companies and continues to act as an adviser to listed and
non-listed companies. Mr Barrell joined the Board of Feedback in
November 2012.
Trevor Brown (Non-Executive Director) aged 67, joined the board
of Feedback in January 2014. Mr Brown has been a strategic investor
in real estate and equities for more than 30 years. He was most
recently a director of Advanced Oncotherapy plc where he was
involved in the strategy of transition to the provision of advanced
cancer treatment services.
Tom Charlton (Non-Executive Director) aged 56, joined the board
of Feedback in January 2014. Mr Charlton previously served as a
director of Feedback between January 2003 and November 2004 and has
been a significant shareholder in the company since December 1997.
He acted as Chairman of Pinnacle Staffing Group plc from September
2008 until April 2011. Earlier in his career he was a managing
director of Merrill Lynch Investment Managers and a director of
Mercury Asset Management Ltd.
Senior Management
Dr Balaji Ganeshan (Scientific Director, TexRAD) aged 32, has
been the Scientific Director of TexRAD since incorporation and
before that was instrumental in the invention, research and
development of the original IP in his various capacities as a PhD
researcher, post-doctorate researcher, principal investigator and
project manager. He now takes the lead in sales and marketing of
TexRAD in the clinical research market and is also a Senior
Research Associate at the Institute of Nuclear Medicine at the
University College London, UK and is a Visiting Research Fellow
with the Brighton & Sussex Medical School, University of
Sussex.
Mike Hayball (Technical Director, CCI) aged 47, is the architect
of the TexRAD software and has been instrumental in its development
as a commercial system. He started his career as a medical
physicist at Addenbrooke's Hospital in Cambridge where he took his
MSc in Radiation Physics. At Addenbrooke's he worked on the first
CT perfusion implementation for modern CT scanners, leading to
publication in The Lancet in 1991. From there he went on to work on
cardiac imaging at Papworth Hospital, working with Stephen Brown
and Richard Coulden on ECG-triggered spiral CT. In 2001, Mr Hayball
and Stephen Brown formed CCI, with Mr Hayball as Managing Director
where as well as working on CCI and TexRAD products, he has led
projects to develop software for a number of other medical imaging
companies.
Dr Stephen Brown (Operations Director, CCI) aged 44, is CCI's
systems architect and regulatory lead. He completed an industry
sponsored Solid State Physics PhD at the University of Cambridge,
before going on to work for a number of years in industry. In 1997,
Dr Brown joined the Papworth Radiology Development Group where he
was involved in a number of research projects looking at ECG
triggered CT, CT coronary calcium measurement and analysis of MR
and nuclear medicine images. In 2001, Dr Brown and Mr Hayball
formed CCI, where he is also involved in software development and
customer liaison.
Options
The Board believes that the recruitment, motivation and
retention of key employees is vital for the successful growth of
the Enlarged Group. The Board considers that an important element
in achieving these objectives is the ability to incentivise and
reward staff by reference to the market performance of the Company
in a manner which aligns the interests of those staff with the
interest of Shareholders generally. The Company will utilise its
Existing Share Option Plan pursuant to which Options have been and
will be granted to directors and employees of the Enlarged
Group.
It has been agreed that, for tax reasons, Options to acquire
4,000,000 Ordinary Shares that were granted prior to the date of
the Admission Document be surrendered and replaced with new Options
over the same number of Ordinary Shares. In addition, further
Options over 13,800,000 Ordinary Shares have been granted,
conditional on Admission. The table below sets out details of all
such Options.
No. of Ordinary Exercise Issued under
Shares under Price Vesting the EMI scheme
Option period
Simon Barrell 800,000 1.25p 1 year Not EMI
Nick Shepheard 1,000,000* 1.25p Immediate EMI
3,000,000* 1.25p 1 year EMI
1,000,000 1.25p 1 year EMI
Mike Hayball 1,200,000 1.25p 1 year EMI
2,000,000 3.00p 1 year EMI
2,000,000 5.00p 1 year EMI
Deryan Gilbert 1,600,000 1.25p 1 year EMI
Stephen
Brown 1,200,000 1.25p 1 year EMI
2,000,000 3.00p 1 year EMI
2,000,000 5.00p 1 year EMI
----------------
17,800,000
----------------
* Issued in replacement of existing options
The total number of Ordinary Shares that may be committed under
the Existing Share Option Plan will not exceed 10 per cent. of the
Enlarged Group's issued ordinary share capital from time to
time.
Definitions
The following words and expressions shall have
the following meanings in this announcement unless
the context otherwise requires:
"Acquisitions" together the CCI Acquisition and
the TexRAD Acquisition
"Admission" admission of the Enlarged Issued
Share Capital to trading on AIM
and such admission becoming effective
in accordance with Rule 6 of the
AIM Rules
"Admission Document" the circular to Shareholders dated
30 April 2014 which comprises an
admission document for the purposes
of the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange
"Board" or "Directors" the directors of the Company
"CCI" Cambridge Computed Imaging Limited,
a private limited company incorporated
in England and Wales under registered
number 04025026
"CCI Acquisition" the acquisition by the Company of
the entire issued share capital
of CCI pursuant to the CCI Acquisition
Agreement
"CCI Acquisition the conditional agreement dated
Agreement" 30 April 2014 between (1) the CCI
Vendors and (2) the Company for
the CCI Acquisition
"CCI Consideration the 16,000,000 new Ordinary Shares
Shares" proposed to be issued to the CCI
Vendors in consideration for the
CCI Acquisition
"CCI Vendors" those persons being the existing
shareholders of CCI
"Completion" completion of the Acquisitions in
accordance with the terms of the
Acquisition Agreements
"Consideration together the CCI Consideration Shares,
Shares" the TexRAD Consideration Shares
and the IP Consideration Shares
"Enlarged Group" the Company and its subsidiaries
as enlarged by the Acquisitions,
to include CCI and TexRAD
"Enlarged Issued the entire issued ordinary share
Share Capital" capital of the Company being the
Existing Ordinary Shares, the Consideration
Shares and the Subscription Shares
"Existing Ordinary the 130,946,746 Ordinary Shares
Shares" in issue as at the date of the Admission
Document
"Existing Share the share option plan adopted by
Option Plan" the Company on 2 July 2007 (and
amended and restated on 29 April
2014)
"Form of Proxy" the form of proxy sent to holders
of Existing Ordinary Shares for
use by Shareholders in connection
with the General Meeting
"General Meeting" the General Meeting of the Company,
to be held at the offices of Stephenson
Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH on 16 May 2014 at
10.00 a.m. and any adjournment thereof
to be held for the purpose of considering
and, if thought fit, passing the
Resolutions
"IP Consideration the 1,600,000 new Ordinary Shares
Shares" proposed to be issued to the University
of Sussex in consideration for the
TexRAD IP Assignment
"Irrevocable the agreement by certain of the
Undertakings" Directors and certain other Shareholders
to vote in favour of the Resolutions
"London Stock London Stock Exchange plc
Exchange"
"Non-Executive the option granted by the Company,
Option" conditional on Admission, to Simon
Barrell to subscribe for 800,000
new Ordinary Shares
"Options" share options in the Company pursuant
to the Existing Share Option Plan
"Ordinary Shares" ordinary shares of 0.25p each in
capital of the Company
"Proposals" means (a) the CCI Acquisition; (b)
the TexRAD Acquisition; (c) the
Subscription; and (d) Admission
"Resolutions" the resolutions set out in the notice
convening the General Meeting
"Shareholder the loan agreement dated 30 April
Loan" 2014 between (1) Tom Charlton and
(2) the Company
"Shareholders" holder(s) of Ordinary Shares
"Subscribers" the subscribers for the Subscription
Shares pursuant to the Subscription
"Subscription" the conditional placing of the Subscription
Shares at the Subscription Price
pursuant to the Subscription Letters
"Subscription the letters provided by Tom Charlton,
Letters" Trevor Brown and Roy Ruffler pursuant
to which they have committed to
acquire the Subscription Shares
in the Subscription
"Subscription 1.25 pence per Subscription Share,
Price" being the price at which each Subscription
Share is to be issued
"Subscription the 24,000,000 new Ordinary Shares
Shares" which have been conditionally placed
with the Subscribers pursuant to
the Subscription Letters
"TexRAD" TexRAD Limited, a private limited
company incorporated in England
and Wales under registered number
07535227
"TexRAD Acquisition" the acquisition by the Company of
the entire issued share capital
of TexRAD (save for those shares
held by CCI) pursuant to the TexRAD
Acquisition Agreement
"TexRAD Acquisition the conditional agreement dated
Agreement" 30 April 2014 between (1) the TexRAD
Vendors and (2) the Company for
the TexRAD Acquisition
"TexRAD Consideration the 18,200,000 new Ordinary Shares
Shares" proposed to be issued to the TexRAD
Vendors in consideration for the
TexRAD Acquisition
"TexRAD IP Assignment" the assignment into TexRAD of certain
intellectual property rights relating
to TexRAD which are currently held
by the University of Sussex
"TexRAD Vendors" those persons being the existing
shareholders of TexRAD (other than
CCI)
"TexRAD Warrants" the warrants over 22,750,000 Ordinary
Shares to be issued to the TexRAD
Vendors pursuant to the TexRAD Acquisition
Agreement
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland
Glossary of Abbreviations and Scientific Terms
"CRC" Colorectal cancer
"CT" Computed tomography
"DICOM" Digital Imaging and Communications
in Medicine, a standard for handling,
storing, printing, and sharing medical
imaging - DICOM enables the integration
of scanners, servers, workstations,
printers, and network hardware from
multiple manufacturers into a PACS
"FDA" Food and Drug Administration, US
regulator
"MHRA" Medicines and Healthcare Products
Regulatory Agency, UK regulator
"microRNA" A small non-coding RNA molecule
(containing about 22 nucleotides)
found in plants, animals, and some
viruses, which functions in transcriptional
and post-transcriptional regulation
of gene expression.
"MRI" Magnetic resonance imaging
"NSCLC" Non-small-cell lung cancer
"PACS" Picture Archiving and Communication
System
"PET" Positron emission tomography
"Quantitative a quantifiable feature from a medical
Imaging Biomarker" image for the assessment of normal
or the severity, degree of change,
or status of a disease, injury,
or chronic condition relative to
normal
This information is provided by RNS
The company news service from the London Stock Exchange
END
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