TIDMMED
RNS Number : 1983R
Medaphor Group PLC
19 September 2017
This announcement contains inside information which, prior to
its disclosure, was inside information for the purposes of the
Market Abuse Regulation (Article 7 of Regulation (EU) No
596/2014.
MedaPhor Group plc
("MedaPhor" or the "Group" or the "Company")
Acquisition and Placing
Acquisition of deep-learning image analysis company, Intelligent
Ultrasound, for up to GBP3.6m
& Placing to raise GBP5.5m
MedaPhor Group plc (AIM: MED), the global provider of advanced
ultrasound skills training simulators for medical professionals,
announces its intention to acquire Intelligent Ultrasound Limited
("Intelligent Ultrasound" or "IUL"), a University of Oxford
spin-out company that develops image analysis software for
ultrasound, for up to GBP3.6m and that it is has conditionally
raised GBP5.5m before costs to finance the Enlarged Group's new
product development plans and working capital requirements.
Acquisition highlights
-- IUL, founded by world leading academic, Professor Alison
Noble OBE FREng FRS, develops deep learning based ultrasound image
analysis software
-- Acquisition of IUL for up to GBP3.6m, to be satisfied
predominantly by the issuance of new Ordinary Shares at a price of
16.22p each
-- Acquiring IUL will allow MedaPhor to expand its existing
ultrasound simulator business into the larger ultrasound related
software market
Placing highlights
-- Conditionally raised GBP5.5m before costs, to be satisfied by
the issuance of 44,125,324 new Ordinary shares at a price of 12.5p
each
-- Net funds to be used to:
- develop the Intelligent Ultrasound suite of products
- further develop augmented reality products, inc. an ultrasound needle guiding assistant
- further develop the existing MedaPhor simulator and training division
- finance the working capital requirement of the Group
-- No EIS/VCT funds raised from the Placing will be applied to
any cash consideration element or fees relating to the
acquisition.
The Transaction is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting, which will be held at
10.00am on 5 October 2017 at 44, Southampton Buildings, London WC2A
1AP. Following shareholder approval it is expected that Admission
of the Completion Consideration Shares will occur and that dealings
will commence at 8.00am on 6 October 2017.
Commenting on the proposed acquisition, Stuart Gall, Chief
Executive of MedaPhor, said: "This is a strategic acquisition that
will expand our existing ultrasound training simulator business
into the larger clinical ultrasound software market. Combining
Intelligent Ultrasound's exciting deep learning image analysis
software with our existing management, R&D and sales networks,
will speed up the commercialisation of the IUL products currently
in development and we look forward to working with their excellent
team to realise this objective."
Enquiries:
MedaPhor Group plc www.medaphor.com
Stuart Gall, CEO Tel: +44 (0)29 2075
6534
Cenkos Securities Tel: +44 (0)20 7397
8900
Bobbie Hilliam (Nominated
Advisor)
Michael Johnson / Julian
Morse (Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or
medaphor@walbrookpr.com
Paul McManus / Anna Mob: +44 (0)7980 541 893 / Mob:
Dunphy +44 (0)7876 741 001
Placing of 44,125,324 new Ordinary Shares at 12.5 pence per
share
Acquisition of Intelligent Ultrasound Limited
Approval of waiver of obligations under Rule 9 of the Takeover
Code
and Notice of General Meeting
1. Introduction
The Company has today announced a conditional Placing to raise
up to approximately GBP5.5 million before expenses by the issue and
allotment by the Company of 44,125,324 new Ordinary Shares at the
Placing Price. The Company also announced today that it has agreed
to conditionally acquire Intelligent Ultrasound Limited for a total
consideration of up to GBP3.6 million. Intelligent Ultrasound
develops and sells products and services that make medical
ultrasound imaging a more effective diagnostic tool. The
consideration payable by the Company under the Acquisition
Agreement is up to GBP3.6 million which will be satisfied
predominantly by the issuance of new Ordinary Shares and partly in
cash to the vendors of Intelligent Ultrasound.
As part of the Placing various IP Group entities have committed
to subscribe for 16,000,000 new Ordinary Shares. In addition,
Parkwalk, a wholly owned subsidiary of IP Group (but whose assets
are managed separately and independently of the assets controlled
by IP Group), has also committed as part of the Placing to
subscribe for 16,000,000 new Ordinary Shares.
IP Group currently owns, across various entities in aggregate
30.0 per cent. of the issued share capital of Intelligent
Ultrasound and has an outstanding convertible loan with the
company. Upon conversion of the convertible loan immediately prior
to Completion, IP Group will own 40.9 per cent. of the issued share
capital of Intelligent Ultrasound. Under the terms of the
Acquisition Agreement, IP Group entities will be issued 7,582,979
new Ordinary Shares in exchange for its ordinary shares in
Intelligent Ultrasound. In addition, certain parties which IP Group
are deemed to be acting in concert with, and who are also
shareholders in Intelligent Ultrasound, will be issued 2,105,866
new Ordinary Shares. In both cases, two thirds of these Ordinary
Shares will be issued at Completion and one third of the Ordinary
Shares will be issued on the First Anniversary. The Concert Party
may also receive up to a further 778,845 Ordinary Shares under the
terms of the Acquisition Agreement on the Due Date in satisfaction
of its portion of the Deferred Consideration, subject to certain
targets of Intelligent Ultrasound being met.
Under Rule 9 of the Takeover Code, the issue of the Placing
Shares and the Completion Consideration Shares and potentially the
Concert Party Deferred Consideration Shares to the Concert Party
and the resultant increase in the Concert Party's percentage
holding of Ordinary Shares would normally result in the Concert
Party being obliged to make an offer to all Shareholders to acquire
all the Ordinary Shares that it did not already own. The Takeover
Panel has agreed to waive this obligation subject to the approval
of the Independent Shareholders (as defined below).
The Transaction is conditional, inter alia, upon Shareholders
approving the Whitewash Resolution and the resolutions that will
grant the Directors the authority to allot the Placing Shares,
Consideration Warrants, the Option Shares and Consideration Shares
(subject to certain qualifications explained in paragraph 4 below)
and to disapply statutory pre-emption rights in respect of the
Placing Shares and the Option Shares to be issued upon exercise of
the New Options granted under the Consultant Option Agreements, at
the General Meeting.
2. MedaPhor Group plc - The Business
MedaPhor is a global provider of advanced ultrasound education
and training simulators for medical professionals. Their realistic
training simulators enable medical institutions around the world to
meet the growing training demand for learning the skills required
to use ultrasound, one of the fastest growing medical diagnostic
tools.
MedaPhor's two main products are the ScanTrainer ultrasound
simulator training platform and the HeartWorks echocardiography
simulator. To date, over 500 MedaPhor simulators have been sold to
over 300 medical institutions around the world.
The ScanTrainer virtual reality based haptic simulator assists
students, doctors and sonographers to acquire ultrasound scanning
skills, with minimal expert supervision and without the need for a
patient to practise on. The ScanTrainer platform is designed to
facilitate both structured learning and skills based examinations,
in which integrated metrics provide detailed real-time performance
assessment and feedback. The simulator is available in seven
languages, opening up leading medical diagnostic markets in Asia,
Europe, Africa and South America. The Company also offers a
subscription-based cloud service, ScanTrainer Examine, which allows
customers to upload and publish their own patient scans and share
these with other users around the world and to access its growing
500 case pathology library.
The HeartWorks simulator teaches transthoracic and
transoesophageal ultrasound skills to medical professionals. The
heart's anatomical structure is taught using a detailed 3D
interactive virtual model that trainees can use to visualise
internal structures and their inter-relationships. The HeartWorks
manikin-based simulator also allows medical practitioners to
practise acquiring cardiac ultrasound images, how to interpret
these images and lets tutors test their trainees in the skills they
have learnt.
In early 2018, MedaPhor plans to launch a new simulator aimed at
the global emergency medicine market that combines elements of
HeartWorks and ScanTrainer.
3. Background to, and reasons for, the Transaction
Ultrasound is one of the fastest, safest and cheapest medical
diagnostic tools available to physicians, but the Directors' view
is that ultrasound scanning is currently predominantly carried out
by specialist practitioners, mainly because it is a difficult skill
to learn and requires a high level of competence. Although there is
a growing market in cheaper, more portable ultrasound machines, the
Directors believe that this alone is not sufficient to open up the
potential for ultrasound to become a mass-market diagnostic tool
that can also be used by unskilled medical practitioners. To
achieve this, the Directors believe ultrasound needs to become
simpler to use by making ultrasound machines more intelligent,
supporting users both in their scanning and with automated
decision-making. This will involve integrating image analysis using
artificial intelligence.
The Directors believe that acquiring Intelligent Ultrasound, a
company founded by world leading academic Alison Noble OBE FREng
FRS, that develops deep learning based ultrasound image analysis
software, will allow MedaPhor to develop software with the
potential to address this future market. The combination of
Intelligent Ultrasound with MedaPhor's existing management, R&D
and sales networks will speed up the commercialisation of the
Intelligent Ultrasound products currently in development and expand
MedaPhor's product range into the larger ultrasound related
software market.
The Acquisition is being financed predominantly through the
issue of new Ordinary Shares and partly in cash. The Placing
proceeds are to finance the further development of the Intelligent
Ultrasound suite of products, further develop augmented reality
products within the Enlarged Group and the working capital
requirements of the Enlarged Group. Shareholders should also be
aware that if the Placing does not proceed, the Company cannot be
certain that suitable financing will be made available at short
notice in the required amounts or on acceptable terms for the
working capital requirements of the Group.
4. Information on Intelligent Ultrasound
Intelligent Ultrasound develops deep-learning based image
analysis software for ultrasound. Its products in development are
based on sophisticated, proprietary computer algorithms and
researched insights into patient, clinician and healthcare provider
needs. Intelligent Ultrasound's financial year end is 30 September.
For the year ended 30 September 2016 the company was entitled to
exemption from audit under section 477 of the Companies Act 2006
relating to small companies. The unaudited accounts to 30 September
2016 showed that Intelligent Ultrasound made a net loss of
GBP647,763 (2015: loss GBP508,765) and had cumulative retained
losses of GBP2,063,233 (2015: retained losses GBP1,415,470).
Intelligent Ultrasound's unaudited balance sheet, as at 30
September 2016, showed net liabilities of GBP52,387 (2015: net
assets GBP595,376).
Summary of the Acquisition Agreement
The total consideration of up to GBP3.6 million is to be
satisfied as follows:-
On Completion:
-- by the issue and allotment of the Completion Consideration
Shares to the vendors holding shares in Intelligent Ultrasound (the
"Share Vendors");
-- by the issue of the Completion Warrants to the holder of
warrants to subscribe for shares in Intelligent Ultrasound (the
"Warrantholder");
-- GBP0.072 million in cash to the Share Vendors and the Warrantholder;
On the First Anniversary:
-- by the issue and allotment of the Retention Shares to the
Share Vendors, being Ordinary Shares that will only be issued
provided no claims have been made against the Share Vendors under
the Acquisition Agreement that have been set-off against the
Retention Shares;
-- by the issue of the Retention Warrants to the Warrantholder,
being warrants over Ordinary Shares that will be issued provided no
claims have been made against the Warrantholder under the
Acquisition Agreement that have been set-off against the Retention
Warrants;
As to the Deferred Consideration, on the Due Date:
-- by the issue and allotment of the Non-EIS Concert Party
Deferred Consideration Shares to the Non-EIS Concert Party Share
Vendors provided that no claims have been made against the Non-EIS
Concert Party Share Vendors that have been set-off against the
Non-EIS Concert Party Deferred Consideration Shares;
-- as to the EIS Concert Party Deferred Consideration Amount,
the EIS Concert Party Share Vendors will be issued such number of
Ordinary Shares as is equal to the EIS Concert Party Deferred
Consideration Amount divided by the Relevant Price (the "EIS
Concert Party Deferred Consideration Relevant Price Shares").
However if the Relevant Price is less than the Issue Price, the
Company will:
-- issue to the EIS Concert Party Share Vendors, the EIS Concert
Party Deferred Consideration Issue Price Shares; and
-- pay in cash to the EIS Concert Party Share Vendors, an amount
that is equal to the EIS Concert Party Deferred Consideration
Amount less the amount that is equal to the number of EIS Concert
Party Deferred Consideration Issue Price Shares multiplied by the
Relevant Price ("EIS Concert Party Cash Amount"),
provided in all cases that no claims have been made against the
EIS Concert Party Share Vendors that have been set-off against the
EIS Concert Party Deferred Consideration Shares and/or EIS Concert
Party Cash Amount (if any);
-- as to the Other Share Vendors Deferred Consideration Amount,
the Other Share Vendors will be issued such number of new Ordinary
Shares as is equal to the Other Share Vendors Deferred
Consideration Amount divided by the Relevant Price (the "Other
Share Vendors Deferred Consideration Relevant Price Shares").
However if the Relevant Price is less than the Issue Price, the
Company may, at its election:
-- issue to the Other Share Vendors, the Other Share Vendors
Deferred Consideration Issue Price Shares; and
-- pay in cash to the Other Share Vendors an amount that is
equal to the Other Share Vendors Deferred Consideration Amount less
the amount that is equal to the number of Other Share Vendors
Deferred Consideration Issue Price Shares multiplied by the
Relevant Price ("Other Share Vendors Cash Amount"),
provided in all cases that no claims have been made against the
Other Share Vendors that have been set-off against the Other Share
Vendors Deferred Consideration Shares and/or Other Share Vendors
Cash Amount (if any);
-- by the issue of the Deferred Consideration Warrants to the
Warrantholder provided that no claims have been made under the
Acquisition Agreement have been made against the Warrantholder that
have been set-off against the Deferred Consideration Warrants.
The Deferred Consideration will only be payable on or within 10
Business Days of the Due Date if Intelligent Ultrasound or any
affiliate of Intelligent Ultrasound which markets Intelligent
Ultrasound's products, technology or associated services
("Affiliate") enters into a contract or contracts with any OEM on
or before 31 December 2017 under which the OEM(s) have made legally
binding undertakings to pay Intelligent Ultrasound or the Affiliate
at least GBP773,156 in aggregate by 31 December 2020 in return for
the products, technology or associated services of Intelligent
Ultrasound (the "Future Contracts"). The Due Date will be 15
January 2018 to the extent that an aggregate of at least GBP773,156
is payable by the OEM(s) under the Future Contracts by 31 December
2020 without the need for achievement of conditions, milestones or
deliverables (save for compliance by Intelligent Ultrasound or the
Affiliate with its obligations under the Future Contracts). To the
extent that an aggregate of at least GBP773,156 is payable by the
OEM(s) by 31 December 2020 subject to the achievement of certain
conditions, milestones or deliverables (save for compliance by
Intelligent Ultrasound or the Affiliate with its obligations under
the Future Contracts), the Deferred Consideration will be paid at a
later date, once at least GBP773,156 has become payable by the
OEM(s) under such Future Contracts by 31 December 2020 without the
need for achievement of any further conditions, milestones or
deliverables (save for compliance by Intelligent Ultrasound or the
Affiliate with its obligations) (the "Second Due Date").
As set out above, if the Relevant Price is more than the Issue
Price, the Buyer will satisfy the EIS Concert Party Deferred
Consideration Amount by issuing Ordinary Shares at the Relevant
Price. Accordingly, in these circumstances, the number of EIS
Concert Party Deferred Consideration Relevant Price Shares that
will need to be issued to the EIS Concert Party Share Vendors is
not known. On the basis however that the lowest Relevant Price at
which Ordinary Shares will be issued to satisfy the EIS Concert
Party Deferred Consideration Amount is the Issue Price, the Company
is seeking the authority to issue Ordinary Shares up to a nominal
value of GBP977 as part of the authority to allot new Ordinary
Shares in relation to the Concert Party Deferred Consideration
Shares. This represents the maximum number of EIS Concert Party
Deferred
Consideration Relevant Price Shares that will be issued. In the
event that the Relevant Price is less than the Issue Price, the
Company will satisfy the EIS Concert Party Deferred Consideration
Amount partly in cash and partly by the issue of EIS Concert Party
Deferred Consideration Issue Price Shares which will have the same
nominal value as the maximum number of EIS Concert Party Deferred
Consideration Relevant Price Shares that can be issued.
If the Company satisfies the Other Share Vendors Deferred
Consideration Amount by issuing Ordinary Shares at the Relevant
Price, the number of Other Share Vendors Deferred Consideration
Relevant Price Shares that will need to be issued to the Other
Share Vendors is not currently known. If the Relevant Price is less
than the Issue Price, the Other Share Vendors Deferred
Consideration Amount can be satisfied at the Company's election
partly in cash and partly by the issue of the Other Share Vendors
Deferred Consideration Issue Price Shares which will have an
aggregate nominal value of GBP7,106. Accordingly, the Company is
seeking authority to issue up to 29,931,477 Ordinary Shares,
representing 33 per cent. of the Enlarged Share Capital in order to
satisfy the Other Share Vendors Deferred Consideration Amount. This
authority will only be used in connection with issuing the Other
Share Vendors Deferred Consideration Shares. Certain employees of
and consultants to Intelligent Ultrasound have options to subscribe
for ordinary shares in Intelligent Ultrasound (the "Optionholders")
(the "IUL Options"). On Completion:
-- each of the Optionholders will enter into deeds of release
pursuant to which they will release all their rights under the IUL
Options;
-- those Optionholders that are employees of Intelligent
Ultrasound will enter into option agreements pursuant to which they
will be granted the option to subscribe for a total of 855,495
Ordinary Shares pursuant to the EMI Share Option Scheme ("EMI
Option Agreements");
-- those Optionholders that are consultants to Intelligent
Ultrasound and one of the Other Share Vendors, who is also a
consultant to Intelligent Ultrasound, will enter into stand-alone
option agreements pursuant to which they will be granted the option
to subscribe for a total of 903,920 Ordinary Shares ("Consultant
Option Agreements").
In order to maintain an orderly market in the Ordinary Shares,
the Share Vendors have agreed not to dispose of any interest in the
Completion Consideration Shares until the First Anniversary and
shall not dispose of any Completion Consideration Shares and
Retention Shares in the period between the First Anniversary and
the Second Anniversary except through Cenkos.
The Acquisition Agreement contains certain fundamental
warranties given by all the vendors severally, and other warranties
relating to the business and operations of Intelligent Ultrasound
(the "Business Warranties") which are being given by three of the
Share Vendors (the "Business Warrantors") severally. The
Acquisition Agreement also includes covenants and indemnities from
all the vendors in favour of the Company. The breach of any of the
warranties and indemnities given in favour of the Company could
cause the Enlarged Group to incur liabilities and obligations in
the event that it seeks to make a claim for such breach. All claims
under the Acquisition Agreement can be set-off against the
Retention Shares and Retention Warrants and all claims under the
Acquisition Agreement other than claims for breach of the Business
Warranties can be set-off against the Deferred Consideration. Where
set-off is exhausted or unavailable (as in the case of the Business
Warranties) or the conditions for paying the Deferred Consideration
have not yet been satisfied, any further amount due from the
vendors to satisfy a claim shall, at the election of the relevant
vendor, be satisfied in cash and/or by the cancelation, repurchase
or transfer at nil consideration of such number of Ordinary Shares
or warrants to subscribe for Ordinary Shares as is necessary to
satisfy the remaining amount of the claim.
The vendors' liability for breaches of representations,
warranties, covenants and indemnities, including certain
fundamental representations and covenants, will not exceed the
value of the Consideration Shares, the Warrants, the EIS Concert
Party Cash Amount (if any) and the Other Share Sellers Cash Amount
(if any) received by the vendors. The individual liability for each
vendor under the Acquisition Agreement will not exceed the value of
the Consideration Shares, the Warrants, the EIS Concert Party Cash
Amount and the Other Share Sellers Cash Amount (if any) received by
that vendor provided however that the aggregate individual
liability for each Business Warrantor in respect of all claims
under the Business Warranties will be limited to the value of two
thirds of the Completion Consideration Shares and two thirds of the
Retention Shares to be issued.
Certain vendors have also given restrictive covenants not to
compete for a period of two years from Completion. In addition, two
of the Share Vendors will enter into deeds of covenant on
Completion, pursuant to which they undertake not to compete with
the business of Intelligent Ultrasound for three years from
Completion.
Shareholders should be aware that the negotiated limitations
contained in the Acquisition Agreement do not provide MedaPhor with
full protection in relation to all risks related to Intelligent
Ultrasound's business. As a result of such limitations, the right
of the Enlarged Group to recover damages or compensation in the
event of contingent liabilities covered by such warranties or
indemnities crystallising or an undisclosed liability of
Intelligent Ultrasound being discovered after completion of the
Transaction, may not be sufficient to cover the full extent of the
relevant liability and MedaPhor may not have recourse against the
vendors of Intelligent Ultrasound in respect of any loss
suffered.
The Consideration Shares to be issued under the Acquisition
Agreement will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Completion Consideration Shares to trading on AIM.
It is expected that Admission will occur and that dealings will
commence at 8.00 a.m. on 6 October 2017 at which time it is also
expected that the Completion Consideration Shares will be enabled
for settlement in CREST.
The Acquisition is conditional on the Placing completing and
therefore the passing of the Resolutions (including the Whitewash
Resolution).
5. Details of the Placing
The Company has conditionally raised approximately GBP5.5
million before expenses by the conditional Placing of up to
44,125,324 Placing Shares at the Placing Price to the Placees.
Cenkos is acting as broker to the Placing.
The Placing is conditional, inter alia, upon:
a) the passing of the Whitewash Resolution at the General
Meeting by Independent Shareholders on a poll;
b) the passing of the Resolutions (excluding the Whitewash Resolution) at the General Meeting by Shareholders;
c) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission;
d) the Acquisition Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
e) Admission becoming effective by no later than 8.00 a.m. on 6
October 2017 or such later time and/or date (being no later than
8.00 a.m. on 6 November 2017) as Cenkos and the Company may
agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter. The Placing is not being
underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 6 October 2017 at which time it is also expected that the
Placing Shares will be enabled for settlement in CREST.
Enterprise Investment Scheme (EIS) and Venture Capital Trust
(VCT) Schemes
The Company has applied for, and obtained, provisional advance
assurance from HMRC that certain Placing Shares issued should
satisfy the requirements for tax relief under EIS and are expected
to constitute a qualifying holding for a VCT. The actual
availability of relief under the EIS and qualifying status for VCT
Scheme purposes will be contingent upon certain conditions being
met by both the Company and the relevant investors. Accordingly, an
investor participating in the Placing should take its own
independent advice on any subscription undertaken.
EIS Control and Independence Requirement and the Transaction
Upon completion of the Transaction, IP Group and Parkwalk, which
is wholly owned by IP Group (but whose assets are managed
separately and independently of the assets controlled by IP Group),
will hold more than 50% of the Ordinary Shares. In the opinion of
the Board, this combined holding will not be in breach of the EIS
Control and Independence Requirement, because the Ordinary Shares
will be held by Parkwalk beneficially on behalf of individual EIS
investors and, while Parkwalk may exercise voting rights on behalf
of these investors, Parkwalk does not possess voting rights.
Consequently, Parkwalk's shareholding in the Company may be
disaggregated from that of IP Group in applying the EIS Control and
Independence Requirement and IP Group, on its own, will hold less
than 50% of the Ordinary Shares. If in doubt, Shareholders are
advised to take their own independent advice in assessing the
merits of the Transaction.
6. Related Party Transactions
IP Group first invested in the Company in 2008 through Fusion
Cardiff formerly Fusion Cardiff Limited, and retains a significant
holding in the Company. IP Group as at the date of this document,
across Fusion Cardiff, IP2IPO and IPVFII (a limited partnership in
which IP2IPO is a limited partner), directly and indirectly, holds
in aggregate 11,721,162 Ordinary Shares, representing 34.25 per
cent. of the Existing Ordinary Shares. IP Group is therefore a
"related party" (as defined by the AIM Rules) of the Company by
virtue of its shareholding in the Company. David Baynes who is a
director of IP Group is also a non-executive director of the
Company. For the purposes of the AIM Rules, David Baynes is deemed
to hold an indirect interest in the Ordinary Shares owned by IP
Group entities by virtue of his directorship in IP Group.
As part of the Placing, IP Group through its wholly owned
subsidiaries Fusion Cardiff, IP2IPO and IPVFII have committed to
subscribe for in aggregate 16,000,000 new Ordinary Shares. In
addition, Parkwalk, a wholly owned subsidiary of IP Group (but
whose assets are managed separately and independently of the assets
controlled by IP Group) has also committed to subscribe for
16,000,000 new Ordinary Shares through the Placing. As IP Group
through various entities is an existing substantial shareholder in
the Company the subscription of Placing Shares by IP Group and
Parkwalk is deemed a related party transaction.
IP Group through its wholly owned subsidiaries IP2IPO Portfolio
and IPVFII beneficially owns 103,798 ordinary shares in Intelligent
Ultrasound, which represents 30.0 per cent. of the issued share
capital of Intelligent Ultrasound. IP Group, through IP2IPO
Portfolio and IPVFII, also has a convertible loan with Intelligent
Ultrasound which they intend to convert immediately prior to
Completion. Following conversion of the convertible loan IP Group
will own 40.9 per cent. of the issued share capital of Intelligent
Ultrasound.
Under the terms of the Acquisition Agreement, IP Group will
(through its wholly owned subsidiaries) receive 5,055,320 new
Ordinary Shares on Completion, up to 2,527,659 new Ordinary Shares
on the First Anniversary and up to a further 609,565 new Ordinary
Shares on the Due Date in the event that certain deferred
consideration targets are met by Intelligent Ultrasound. As IP
Group is an existing substantial shareholder in the Company the
Acquisition is deemed a related party transaction.
Immediately following Completion, it is expected that IP Group
will hold across various entities (and consequently Mr Baynes will
be deemed under the AIM Rules to have an indirect interest in) in
aggregate 48,776,482 Ordinary Shares (including 16,000,000 new
Ordinary Shares to be held by Parkwalk, a wholly owned subsidiary
of IP Group but whose assets are managed separately and
independently of the assets controlled by IP Group) representing
53.78 per cent. of the Enlarged Share Capital.
The Directors, save for David Baynes and Stuart Gall, consider,
having consulted with Cenkos, the Company's Nominated Adviser for
the purposes of the AIM Rules, that the terms of the related party
subscription(s) and the Acquisition are fair and reasonable insofar
as the shareholders of the Company are concerned. David Baynes, as
a director of IP Group, is not deemed independent for the purposes
of assessing the related party transactions with IP Group set out
above. Mr Gall has a service agreement with a subsidiary of IP
Group and also owns 20,000 ordinary shares in IP Group. Mr Gall and
the Independent Directors therefore believe it is appropriate that
he does not form part of any fair and reasonable opinion related to
IP Group.
7. The Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an
interest (as defined in the Takeover Code) in shares which, taken
together with shares in which he is already interested and in which
persons acting in concert with him are interested, carry 30 per
cent. or more of the voting rights of a company which is subject to
the Takeover Code, is normally required to make a general offer to
all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of such a company
but does not hold shares carrying more than 50 per cent. of such
voting rights, a general offer will normally be required if any
further interest in shares is acquired by any such person or
persons acting in concert with him which increases the percentage
of shares carrying voting rights held by such persons. These limits
apply to the entire concert party as well as the total beneficial
holdings of individual members.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company during the 12 months prior to the announcement of the
general offer. As at the date of this document the Concert Party
holds directly and indirectly in aggregate 11,721,162 Ordinary
Shares, representing approximately 34.25 per cent. of the Existing
Ordinary Shares. On Admission, the Concert Party will be directly
and indirectly interested in aggregate in 50,180,394 Ordinary
Shares, representing approximately 55.32 per cent. of the Enlarged
Share Capital. A table showing the interests of the Concert Party
in Ordinary Shares on Admission is set out below:
Resulting
maximum
percentage
of
the
Company's
issued
share
capital
as
at
the
First
Anniversary
provided
no
Resulting other
Number Maximum maximum Ordinary
of number number Shares
new of of other
Ordinary Ordinary Ordinary than
shares Shares Shares the
Percentage being Resulting being held Placing
Number of Issued Resulting holding issued Immediately Shares
of Existing Number as number as on following and
Ordinary Ordinary of part of a the Admission Completion
Shares Share Placing of Ordinary percentage First of Consideration
held Capital Shares the Shares of Anniversary the Shares
on on to Acquisition held the under Retention are
12 12 be Agreement Immediately Enlarged the Shares issued
September September subscribed on following Share Acquisition to following
2017 2017 for Admission Admission Capital Agreement AIM Admission
-------------- ----------- ----------- ----------- ------------ ------------ ----------- ------------ ------------ --------------
Fusion
Cardiff 5,244,455 15.32% 6,169,420 0 11,413,875 12.58% 0 11,413,875 11.78%
IP2IPO 4,276,358 12.50% 5,030,580 0 9,306,938 10.26% 0 9,306,938 9.61%
IPVFII 2,200,349 6.43% 4,800,000 1,516,587 8,516,936 9.39% 758,293 9,275,229 9.57%
IP2IPO
Portfolio 0 0.00% 0 3,538,733 3,538,733 3.90% 1,769,366 5,308,099 5.48%
Parkwalk 0 0.00% 16,000,000 0 16,000,000 17.64% 0 16,000,000 16.52%
Technikos 0 0.00% 0 594,170 594,170 0.66% 297,085 891,255 0.92%
Nicholas
Hornby 0 0.00% 0 92,631 92,631 0.10% 46,315 138,946 0.14%
Scobie
Ward 0 0.00% 0 154,425 154,425 0.17% 77,212 231,637 0.24%
George
Robinson 0 0.00% 0 401,923 401,923 0.44% 200,961 602,884 0.62%
Richard
Chenevix-
Trench 0 0.00% 0 160,763 160,763 0.18% 80,381 241,144 0.25%
-------------- ----------- ----------- ----------- ------------ ------------ ----------- ------------ ------------ --------------
Total
Concert
Party
Shareholding 11,721,162 34.25% 32,000,000 6,459,232 50,180,394 55.32% 3,229,613 53,410,007 55.13%
-------------- ----------- ----------- ----------- ------------ ------------ ----------- ------------ ------------ --------------
In addition to the above IP2IPO Portfolio, IPVFII, Technikos,
Nicholas Hornby, Scobie Ward, George Robinson and Richard
Chenevix-Trench (all legal or beneficial shareholders of
Intelligent Ultrasound) have a contractual right under the terms of
the Acquisition Agreement to receive up to a further 778,845 new
Ordinary Shares subject to certain deferred consideration targets
being met by Intelligent Ultrasound. Should these members of the
Concert Party receive these Ordinary Shares in full, the Placing
and the Acquisition completes, the Retention Shares are issued and
assuming:
_ no other Ordinary Shares are issued by the Company following Admission; and
_ the Placing is fully subscribed;
_
then the Concert Party would have an interest in the Company of,
in aggregate, up to 54,188,852 Ordinary Shares, representing 55.49
per cent, of the Company's issued share capital at that date.
Further details of the deferred consideration due under the
Acquisition Agreement are set out in paragraph 4.
Shareholders should be aware that if the Whitewash Resolution is
passed and the Placing completes, then following completion of the
Transaction, the Concert Party (or their associated investment
vehicles) will hold an interest in Ordinary Shares carrying more
than 50 per cent. of the voting rights of the Company's voting
share capital. Accordingly, the Concert Party would subsequently be
able to increase their interests in the voting rights of the
Company without incurring a further obligation under Rule 9 to make
a general offer. Individual members of the Concert Party will not
however be able to increase their percentage shareholding through a
Rule 9 threshold without Takeover Panel consent.
Relationship between the Concert Party members
Fusion Cardiff, IP2IPO, IPVFII, and Parkwalk, each of whom is
subscribing for Ordinary Shares as part of the Placing, and IP2IPO
Portfolio are wholly owned or controlled by IP Group, and are
therefore presumed as acting in concert with IP Group under the
Takeover Code. David Baynes, a non-executive director of the
Company, who is a director of IP Group is also presumed as acting
in concert with IP Group under the Takeover Code.
The shareholders of Intelligent Ultrasound, as shareholders of a
private company exchanging their shares for shares in the Company,
are presumed to be acting in concert by presumption (9) of the
definition of acting in concert in the Takeover Code. The Takeover
Panel has agreed to rebut the presumption in relation to all
shareholders of Intelligent Ultrasound other than IP Group and its
various entities, Technikos, Nick Hornby, Scobie Ward, George
Robinson and Richard Chenevix-Trench. The Takeover Panel has not
agreed to rebut the presumption in relation to these persons
because IP Group, Nick Hornby, Scobie Ward, George Robinson and
Richard Chenevix-Trench each have an economic interest, by way of
differently weighted profit sharing points, and a voting interest
in Technikos as set out below:
Technikos
----------------------
Name Voting Economic
interest interest
------------------------- ---------- ----------
IP Group 17.97% 20.00%
Nick Hornby 1.28% 1.05%
Scobie Ward 4.36% 4.21%
George Robinson 14.40% 14.67%
Richard Chenevix-Trench 16.02% 18.43%
Rule 9 Waiver
The Takeover Panel has agreed to waive the obligation of the
Concert Party to make a general offer ("Rule 9 Waiver") that would
otherwise arise as a result of the Transaction, subject to the
approval, on a poll, of the Shareholders of the Company other than
(i) the Concert Party (and anyone acting in concert with it) and
(ii) the other Placees participating in the Placing who hold
Ordinary Shares (the remaining Shareholders being the "Independent
Shareholders"). Accordingly, the Whitewash Resolution is being
proposed at the General Meeting, and will be taken on a poll.
Members of the Concert Party (and anyone acting in concert with its
members) and the other Placees who hold Ordinary Shares will not be
entitled to vote on the Whitewash Resolution.
8. Intentions of the Concert Party
If the Whitewash Resolution is passed by the Independent
Shareholders on a poll, there is no agreement, arrangement or
understanding for the transfer by any member of the Concert Party
of its new Ordinary Shares to any third party. No member of the
Concert Party has any intention to make any changes in relation
to:
_ the future business of the Company;
_ the continued employment of the Company's employees and
management, including the continued employment of, or the
conditions of employment and any such rights relating thereto of,
any of the Company's employees and management;
_ the strategic plans of the Company;
_ the locations of the Company's places of business;
_ employer contributions into the Company's pension scheme
(including with regard to current arrangements for the funding of
any scheme deficit) and the admission of new members;
_ the redeployment of any fixed assets of the Company; or
_ the maintenance of any existing trading facilities for the relevant securities.
The members of the Concert Party do not intend to change their
own current business strategy as a result of the Transaction. If
the Whitewash Resolution is passed by the Independent Shareholders
at the General Meeting, the Concert Party will not be restricted
from making an offer for the Company.
9. Current trading
The Group's unaudited interim results for the six months ended
30 June 2017, which were announced on 31 July 2017, reported
turnover at GBP2.1m for the first half of the year, up 63 per cent.
on the comparative period (six months to 30 June 2016: GBP1.3m).
Inventive Medical Limited ("IML"), which was acquired by the
Company in August 2016, contributed GBP1.1m to Group turnover in
the first six months of this year in respect of sales of its
HeartWorks cardio training simulator systems.
The Group's operating loss for the 6 months to 30 June 2017 was
GBP1.3m (6 months to 30 June 2016: loss GBP1m).
Cash at bank at 30 June 2017 was GBP0.6m (31 December 2016:
GBP1.8m).
The Group is currently trading in line with management's
expectations. The funds raised by the Placing will take the
Enlarged Group through the next phase of its sales growth, as well
as providing the first stage development funds required to expand
the Group's product range into the new area of automated ultrasound
image analysis software.
10. Use of Proceeds
The Company is undertaking the Placing to provide working
capital for both the existing MedaPhor business and Intelligent
Ultrasound. The Directors expect to utilise the net Placing
proceeds as follows:
-- GBP2.5m will be used to develop the Intelligent Ultrasound suite of products;
-- GBP1.0m will be used to further develop augmented reality
products, including an ultrasound needle guiding assistant; and
-- GBP1.5m will be used to finance the working capital
requirement of the Group and to further develop the existing
MedaPhor simulator and training division;
11. Independent advice provided to the Board
The Takeover Code requires the Board to obtain competent
independent advice regarding the merits of the Transaction which is
the subject of the Whitewash Resolution, the increase of the
Concert Parties controlling position and the effect it will have on
Shareholders generally. Accordingly, Cenkos, as the Company's
financial adviser, has provided formal advice to the Board
regarding the Transaction. Cenkos confirms that it is independent
of the Concert Parties and has no commercial relationship with
them.
12. Board Changes
Upon Admission, or as soon as practicable thereafter, the
Company intends to appoint Andrew Barker or another of the Share
Vendors to the Board of the Company as a Non-Executive Director on
terms to be agreed. Mr Barker is currently Chairman of Intelligent
Ultrasound.
13. General Meeting
The Directors do not currently have the authority to allot all
of the new Ordinary Shares required to complete the Transaction on
a non-pre-emptive basis and, accordingly, the Board is seeking the
approval of Shareholders for the authority to allot the necessary
new Ordinary Shares at the General Meeting. The Transaction is also
conditional upon Shareholders approving the Whitewash
Resolution.
A circular containing a notice convening a general meeting of
the Company, to be held at 10.00 a.m. on 5 October 2017 at 44
Southampton Buildings, London WC2A 1AP, has today been sent to
shareholders (the "Circular"). The Circular contains the
Resolutions to enable the Rule 9 Waiver, Placing and Acquisition.
In accordance with the requirements of the Takeover Panel for
granting the Rule 9 Waiver in relation to the Transaction, the
Whitewash Resolution will be taken on a poll of Independent
Shareholders.
14. Recommendation
The Independent Directors consider the Transaction to be in the
best interests of the Company and its Shareholders as a whole. The
Independent Directors, who have been so advised by Cenkos, consider
that the Transaction is fair and reasonable and in the best
interests of the Independent Shareholders and the Company as a
whole. In providing advice to the Independent Directors, Cenkos has
taken into account the Independent Directors' commercial
assessments.
The Independent Directors unanimously recommend that
Shareholders vote in favour of the Whitewash Resolution, as they
have undertaken to do in respect of their own beneficial holdings,
representing approximately 5.46 per cent. in aggregate of the
Existing Ordinary Shares.
David Baynes, as a director of IP Group, is not deemed
independent for the purposes of providing a recommendation on the
Whitewash Resolution to Independent Shareholders. Stuart Gall has
also withheld providing any recommendation to Independent
Shareholders on the Whitewash Resolution as he has a service
agreement with a subsidiary of IP Group and owns 20,000 ordinary
shares of 2 pence each in IP Group. Mr Gall has also committed to
abstain from voting on the Whitewash Resolution.
The Directors consider the Placing and Acquisition to be in the
best interests of the Company and its Shareholders as a whole. The
Directors as a whole unanimously recommend that Shareholders vote
in favour of all the Resolutions (excluding the Whitewash
Resolution), as they have undertaken to do in respect of their own
beneficial holdings, representing approximately 5.58 per cent. in
aggregate of the Existing Ordinary Shares.
The Transaction is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting. Shareholders should be
aware that if the Resolutions are not approved at the General
Meeting, neither the Placing nor the Acquisition will proceed.
Should the Placing not proceed, the Company cannot be certain that
suitable financing will be made available at short notice in the
required amounts or on acceptable terms for the working capital
requirements of the Group.
DEFINITIONS
The following words and expressions shall have the following
meanings in this document unless the context otherwise
requires:
Acquisition the acquisition of Intelligent
Ultrasound
Acquisition Agreement the share purchase agreement
dated 19 September 2017
entered into between the
Company and those vendors
named in Schedule 1 of the
Acquisition Agreement pursuant
to which the Company has
agreed to acquire the entire
issued and to be issued
share capital of Intelligent
Ultrasound
Act Companies Act 2006 as amended
acting in concert shall have the meaning ascribed
thereto in the Takeover
Code
Admission the admission of the Placing
Shares and Completion Consideration
Shares to trading on AIM
in accordance with the AIM
Rules for Companies
AIM the AIM market operated
by London Stock Exchange
AIM Rules for Companies the AIM Rules for Companies
and guidance notes as published
by London Stock Exchange
from time to time
Board or Directors the directors of the Company
Business Day a day (other than a Saturday
or Sunday) on which banks
are open for general business
in London
Capita Capita Registrars Limited
Cenkos Cenkos Securities plc, with
registered number 05210733
and with its registered
office at 6.7.8 Tokenhouse
Yard, London EC2R 7AS
Company or MedaPhor MedaPhor Group plc, incorporated
in England and Wales under
registered number 09028611
Completion completion of the Acquisition
Agreement in accordance
with its terms
Completion Consideration 12,351,961 Ordinary Shares
Shares
Completion Warrants warrants to subscribe for
837,795 Ordinary Shares
on the terms and conditions
of the Warrant Instrument
Concert Party IP Group, Fusion Cardiff,
IP2IPO, IPVFII, IP2IPO Portfolio,
Parkwalk, Technikos , Nicholas
Hornby, Scobie Ward, George
Robinson and Richard Chenevix-Trench
Concert Party Deferred the EIS Concert Party Deferred
Consideration Shares Consideration Shares and
the Non-EIS Concert Party
Deferred Consideration Shares
Consideration Shares the Completion Consideration
Shares, the Retention Shares
and the Deferred Consideration
Shares
Consideration Warrants the Completion Warrants,
the Retention Warrants and
the Deferred Consideration
Warrants
Consultant Option Agreements has the meaning given in
paragraph 4 of this announcement
Deferred Consideration GBP258,000
Deferred Consideration the Concert Party Deferred
Shares Consideration Shares and
the Other Share Vendors
Deferred Consideration Shares
Deferred Consideration warrants to subscribe for
Warrants 101,020 Ordinary Shares
on the terms and conditions
of the Warrant Instrument
DTR the Disclosure, Transparency
and Guidance Rules being
the rules and regulations
made by the Financial Conduct
Authority in its capacity
as the UKLA under Part VI
of FSMA, as amended and
contained in the UKLA publication
of the same name
Due Date the due date for the payment
of the Deferred Consideration
as determined in accordance
with the Acquisition Agreement,
being the later of 15 January
2018 or the Second Due Date
(if any);
EIS Concert Party Deferred GBP15,839
Consideration Amount
EIS Concert Party Deferred 97,636 Ordinary Shares
Consideration Issue Price
Shares
EIS Concert Party Deferred the EIS Concert Party Deferred
Consideration Shares Consideration Relevant Price
Shares or the EIS Concert
Party Deferred Consideration
Issue Price Shares
EIS Concert Party Share Nicholas Hornby, Scobie
Vendors Ward, George Robinson and
Richard Chenevix-Trench
EIS Control and Independence has the meaning set out
Requirement in Part 5, Chapter 4, sections
185(1) and 185(2) of the
Income Taxes Act 2007
EMI Share Option Scheme the EMI Share Option Scheme
approved by the Company
on 14 August 2014
Enlarged Group the existing Group and,
subject to completion, Intelligent
Ultrasound
Enlarged Share Capital the entire issued share
capital of the Company immediately
following completion of
the Transaction, assuming
the Placing is fully subscribed
and no further Ordinary
Shares are issued following
the date of this document
(except for Placing Shares
and Completion Consideration
Shares)
Existing Ordinary Shares the Ordinary Shares in issue
as at the date of this document
First Anniversary the date falling 12 months
from Completion
Form of Proxy the form of proxy for use
at the General Meeting which
accompanies this document
Fusion Cardiff Fusion IP Cardiff Limited,
with registered number 05844525
and with its registered
office at The Walbrook Building,
25 Walbrook, London EC4N
8AF
General Meeting the general meeting of the
Company, notice of which
is set out at the end of
this document
Group the Company and its subsidiaries
Independent Directors Riccardo Pigliucci, Wilson
Jennings, Nicholas Sleep,
Ian Whittaker, Nazar Amso
and Nicholas Avis
Independent Shareholders Shareholders excluding the
Concert Party
Independent Shares the Ordinary Shares held
by Independent Shareholders
Intelligent Ultrasound Intelligent Ultrasound Limited,
with registered number 08107443
and with its registered
office at Innovation Centre
99 Park Drive, Milton Park,
Abingdon, Oxfordshire, OX14
4RY
IP2IPO IP2IPO Limited, with registered
number 04072979 and with
its registered office at
The Walbrook Building, 25
Walbrook, London EC4N 8AF
IP2IPO Portfolio IP2IPO Portfolio L.P., with
registered number LP017872
and acting by its general
partner IP2IPO Portfolio
(GP) Limited, with registered
number 10360684 and with
their registered office
at The Walbrook Building,
25 Walbrook, London EC4N
8AF
IP Group IP Group plc, with registered
number 4204490 and with
its registered office at
The Walbrook Building, 25
Walbrook, London
EC4N 8AF
IPVFII IP Venture Fund II L.P.,
with registered number LP015513
and
acting by its general partner
IP Venture Fund II (GP)
LLP, with registered number
OC384792 and with their
registered office at The
Walbrook Building, 25 Walbrook,
London EC4N 8AF
Issue Price 16.22 pence
London Stock Exchange London Stock Exchange Limited
New Options the rights to acquire Option
Shares to be granted by
the Company to certain employees
and consultants of Intelligent
Ultrasound pursuant to the
terms of the EMI Options
Agreements and the Consultant
Option Agreements
Non-EIS Concert Party 681,209 Ordinary Shares
Deferred Consideration
Shares
Non-EIS Concert Party Technikos, IP2IPO Portfolio
Share Vendors and IPVFII
Notice of General Meeting the notice of the General
Meeting which is set out
in the Circular
OEM original equipment manufacturer
Option Shares the Ordinary Shares to be
issued upon the exercise
of the New Options
Optionholders has the meaning given in
paragraph 4 of this announcement
Ordinary Shares ordinary shares of 1 pence
each in the capital of the
Company
Other Share Vendors the Share Vendors other
than the EIS Concert Party
Share Vendors and the Non-EIS
Concert Party Share Vendors
Other Share Vendors Deferred GBP115,266
Consideration Amount
Other Share Vendors Deferred 710,534 Ordinary Shares
Consideration Issue Price
Shares
Other Share Vendors Deferred the Other Share Vendors
Consideration Shares Deferred Consideration Issue
Price Shares or the Other
Share Vendors Deferred Consideration
Relevant Price Shares
Parkwalk Parkwalk Advisors Ltd, with
registered number 06925696
and with its registered
office at University House,
11-13 Lower Grosvenor Place,
London, SW1W 0EX
Placees the subscribers for the
Placing Shares pursuant
to the Placing, being IP
Group (through its wholly
owned subsidiaries Fusion
Cardiff, IP2IPO and IPVFII),
Parkwalk, Polar Capital
LLP, Lesmoir-Gordan, Boyle
and Co Limited, MD Barnard
and Co Ltd, WH Ireland Ltd
and Rathbone Investment
Management
Placing the placing by the Company
of the Placing Shares with
the Placees (or their associated
investment vehicles), otherwise
than on a pre-emptive basis,
at the Placing Price
Placing Agreement the agreement entered into
between the Company and
Cenkos in respect of the
Placing dated 19 September
2017
Placing Price 12.5 pence per new Ordinary
Share
Placing Shares 44,125,324 Ordinary Shares
to be issued pursuant to
the Placing
Relevant Company Securities shares in the Company (or
derivatives referenced thereto)
and securities convertible
into, rights to subscribe
for and options (including
traded options) in respect
thereof, including, for
the avoidance of doubt,
the Ordinary Shares
Relevant Price the average of the closing
middle market quotations
of the Ordinary Shares in
the five Business Days immediately
preceding the Due Date as
derived from the AIM Appendix
to the Daily Official List
of the London Stock Exchange;
Resolutions the resolutions set out
in the Notice of General
Meeting
Retention Shares 6,175,975 Ordinary Shares
Retention Warrants warrants to subscribe for
418,897 Ordinary Shares
on the terms and conditions
of the Warrant Instrument
Rule 9 Waiver the waiver by the Takeover
Panel of the obligation
of the Concert Party to
make a general offer under
Rule 9 of the Takeover Code
(which would otherwise arise
as a consequence of the
Placing and Acquisition)
granted by the Takeover
Panel conditional upon the
approval of the Independent
Shareholders by the passing
of the Whitewash Resolution
on a poll
Second Anniversary the date falling 24 months
from Completion
Second Due Date has the meaning given in
paragraph 4
Shareholder(s) holder(s) of Ordinary Shares
Takeover Code The City Code on Takeovers
and Mergers
Takeover Panel the Panel on Takeovers and
Mergers
Technikos Technikos LLP, with registered
number 00319725 with its
registered office at 50
Mark Lane, 4th Floor, London
EC3R 7QR
Transaction together, the Placing, the
Acquisition and the Rule
9 Waiver
UK or United Kingdom the United Kingdom of Great
Britain and Northern Ireland
voting rights means all voting rights
attributable to the share
capital of the Company which
are currently exercisable
at a general meeting
Warrant Instrument the instrument to be executed
by the Company on Completion
Warrants warrants to subscribe for
Ordinary Shares on the terms
of the Warrant Instrument
Whitewash Resolution the resolution numbered
1 set out in the Notice
of General Meeting
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEALNNFDDXEFF
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