TIDMAOR
RNS Number : 6862F
AorTech International PLC
11 March 2020
AorTech International PLC
("AorTech", the "Company" or the "Group")
Proposed Acquisition of RUA Medical Devices Limited
and
Change of Name to RUA Life Sciences plc
AorTech International PLC (AIM: AOR.L), the licensor of the
world's leading long-term implantable biostable polymer
(Elast-Eon(TM) ) and developer of medical devices utilising the key
properties of Elast-Eon(TM) , announces that it has entered into a
conditional agreement with David Richmond, a Non-Executive Director
of the Company, to acquire RUA Medical Devices Limited, an
Ayrshire-based innovative and experienced implantable fabric
specialist and full service contract medical device developer and
manufacturer ("Acquisition") for a consideration of GBP2.45
million, which will be satisfied as to GBP0.95 million in cash and
the balance by the allotment and issue of 1,500,000 new Ordinary
Shares at GBP1 each, subject to, amongst other things,
Shareholders' approval.
Highlights
-- Acquisition of a profitable, cash generative, full-service
medical device developer and manufacturer that provides
sub-contract manufacturing, assembly, packing and services to the
medical device sector from its Class 7 and 8 cleanroom suites
-- Cash element of the consideration will be satisfied from the Company's existing resources
-- The Consideration Shares are being issued at a price of
GBP1.00 per share, a premium of 34.2 per cent. to the Closing Price
on 10 March 2020
-- Vertical integration of the business, by providing the
people, premises and processes necessary to convert the
Elast-Eon(TM) polymer into Elast-Eon(TM) products
-- The Acquisition effectively internalises the Company's
manufacturing process, obtaining a large amount of manufacturing
know-how and will be able to increase the gross margin potential of
its patches and graft products
-- Shareholder approval is required for the Acquisition
-- Change of name to RUA Life Sciences plc
-- Immediately following Completion, it is proposed that David
Richmond, a Non-Executive Director of the Company and sole
shareholder of RUA, will become Group Chief Executive Officer
Bill Brown, Chairman of AorTech, commented : "This deal is a
perfect strategic fit for the Company providing the people,
processes and premises to allow our world class polymers to be
converted into medical device products. We look forward to a closer
working relationship with David Richmond and his talented team at
RUA and are delighted that David has demonstrated his belief and
confidence in the prospects for all of our Elast-Eon(TM) enabled
devices by taking a substantial interest in the Company."
The above transaction highlights and the summary announcement
below should be read in conjunction with the full appendix at the
bottom of this announcement.
This announcement contains inside information and is disclosed
in accordance with the Company's obligations under the Market Abuse
Regulation (EU) No 596/2014.
For further information contact:
AorTech International plc Tel: +44 (0)7730 718296
Bill Brown, Chairman
Shore Capital Tel: +44 (0)20 7408 4080
Tom Griffiths/David Coaten
About AorTech
AorTech has developed biostable, implantable polymers, including
Elast-Eon(TM) and ECSil(TM), now manufactured on its behalf by
Biomerics LLC in Utah, USA. Elast-Eon(TM) and ECSil(TM)'s
biostability is comparable to silicone while exhibiting excellent
mechanical, blood contacting and flex-fatigue properties. These
polymers can be processed using conventional thermoplastic
extrusion and moulding techniques. With over 6 million implants and
over 10 years of successful clinical use, AorTech polymers are
proven in long term life enabling applications.
In addition to continuing to exploit AorTech's Intellectual
Property related to the world class biomaterial - Elast-Eon(TM),
AorTech is now incorporating this material into a number of medical
devices of our own design. Elast-Eon(TM) has first class long term
blood contacting properties and, as a result, all of the initial
products being developed are for the cardio vascular field. Each
device is being designed to have improved clinical outcomes over
current device technology, eliminating the use of animal sourced
material whilst allowing procedures to remain the same, therefore
avoiding having to retrain surgeons in new ways of operating.
APPIX
A circular containing details of the Transaction is expected to
be posted shortly to Shareholders along with a Form of Proxy to
vote at a general meeting of the Company expected to be held at the
offices of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow
G2 4SQ at 10.00 a.m. on 31 March 2020. Capitalised terms in this
announcement are defined as set out at the end of this
announcement.
1. Introduction
The Company announces that it has entered into a conditional
agreement with David Richmond, a Non-Executive Director of the
Company, to acquire RUA Medical Devices Limited, an Ayrshire-based
innovative and experienced implantable fabric specialist and full
service contract medical device developer and manufacturer, subject
to, amongst other things, Shareholders' approval.
The purpose of this Announcement is to set out the background to
and reasons for the Acquisition, to give details of the Acquisition
and to recommend that Shareholders vote in favour of both of the
Resolutions. The Acquisition is conditional on, amongst other
matters, the passing of the Resolutions at the General Meeting, and
is expected to complete on 1 April 2020. The Notice of General
Meeting will be set out at the end of the Circular.
Following Completion, the Company intends to change its name to
RUA Life Sciences plc. It is expected that the change will become
effective on 2 April 2020.
Due to ill health, Gordon Wright, a Director of the Company, has
not been able to participate in the preparation and issue of this
Announcement. He is, therefore, excluded from the responsibility
taken by directors and from the Recommendation by the Independent
Directors set out in section 12 (Recommendation) below.
2. Background to and reasons for the Acquisition
Background
In May 2018, AorTech undertook a fundraising to accelerate the
development of the Company and to transition from an IP licensing
model to a developer and manufacturer of cardiovascular devices
enabled by the Company's Elast-Eon(TM) polymer. A lean business
model was adopted and agreements with third parties were entered
into to enable the design, development and manufacture of those
products in a cost-effective manner.
One of those agreements, as announced on 28 June 2018, was with
RUA Medical. Under this agreement, RUA has undertaken design and
development work on the Company's Elast-Eon(TM) sealed patches and
grafts. Progress has been good, and it is anticipated that animal
trials for large bore vascular grafts will commence in the coming
months as part of the regulatory testing necessary to obtain
approval to market those devices. Since the agreement was signed,
AorTech and RUA have worked together on the development of soft
tissue patches and grafts combining RUA's expertise as an
implantable fabric specialist and full-service contract device
developer and manufacturer with Elast-Eon(TM) 's biostable and
biocompatible properties. In carrying out this work, RUA has been
provided with, and developed, a substantial amount of know-how
relating to the varied manufacturing processes for Elast-Eon(TM) ,
which include extrusion, dip processing (casting and coating),
spray coating (including electro spinning and ultrasonic) and
moulding (including compression, injection and reaction injection
moulding).
RUA is becoming an expert in the manufacture of Elast-Eon(TM)
enabled devices and components and AorTech has recently identified
a number of opportunities where third-party medical device
companies are looking for both a polymer and manufacturing solution
to address current design problems. In order to satisfy these
market requirements, the Company has agreed with RUA that it can
offer device design and manufacturing services, incorporating both
Elast-Eon(TM) polymer and processing know-how, to third party
customers.
The working relationship between the two businesses has deepened
since the original agreement was entered into more than 18 months
ago and, from the Company's perspective, the relationship is
proving beneficial and working better than anticipated. At the end
of last year, I started discussing with David Richmond, a
Non-Executive Director of the Company and the owner of RUA, whether
a closer collaboration might be to the mutual benefit of both
organisations and, if so, how that could best be structured. We
both agreed that the opportunities were potentially very exciting
and, as a result, the discussions have led to the Acquisition
Agreement, further details of which are set out below, being
entered into.
Reasons for the Acquisition
The Company currently comprises a business which licenses
Intellectual Property related to the Elast-Eon(TM) polymer together
with Research and Development activities to create medical devices,
such activities being subcontracted. The Directors consider that
the Acquisition is strategically a good fit in that it vertically
integrates the business, by providing the people, premises and
processes necessary to convert the Elast-Eon(TM) polymer into
Elast-Eon(TM) products.
The Independent Directors believe that the Acquisition will
bring the following benefits for the Company: -
-- integrate the infrastructure built up within RUA, which
includes its management team with a background in developing and
manufacturing medical devices, ISO accreditation and associated
quality procedures and two FDA registered facilities with Class 7
and Class 8 cleanrooms;
-- provide further diversification within the medical device value chain with a cash generative manufacturing business targeting high gross margins (more than 75 per cent.);
-- the 2018 agreement with RUA to produce the patches and grafts
provided for RUA to be paid 50 per cent. of the gross margin on
these products; all gross margin will now be retained within the
Group, increasing future profit potential if and when the products
are approved and available for sale;
-- will allow the manufacture of heart valves to be undertaken
in RUA's Irvine facilities bringing this function within the
control of the Enlarged Group;
-- builds and grows the senior management team and reduces reliance on key individuals;
-- provides an opportunity to support and grow the core RUA
business of developing and manufacturing implantable textiles for
third party customers;
-- provides an opportunity to build a business providing
manufacturing expertise related to incorporating Elast-Eon(TM) into
medical devices or components of medical devices; and
-- provides an opportunity to consolidate all Enlarged Group
entities under the RUA brand allowing greater marketing focus and
adoption of the RUA brand values.
The Company will not only be acquiring a profitable, cash
generative business, but effectively internalising its
manufacturing process, obtaining a large amount of manufacturing
know-how and will be able to increase the gross margin potential of
its patches and graft products. Furthermore, the Enlarged Group
will have access to the engineers, facilities and quality
management systems necessary to manufacture its own synthetic heart
valves, which should serve to minimise any risks of having to rely
on third parties.
3. Information on RUA
RUA is a full-service medical device developer and manufacturer
based in Prestwick and Irvine, Ayrshire. It provides sub-contract
manufacturing, assembly, packing and services to the medical device
sector from its Class 7 and 8 cleanroom suites. It is an expert in
the development and introduction of processes with valid and
demonstrable quality control methodologies. RUA holds ISO
13485:2016 certification and occupies two FDA registered
facilities. It works with a number of businesses in the commercial
application of implantable fabrics. RUA has invested for future
growth through people, property and processes and has 26 staff
members. While one customer currently accounts for approximately 90
per cent. of its revenue, the intention is to seek to reduce this
over time to less than 50 per cent. through both Enlarged Group
related projects and third-party revenues.
RUA owns its premises in Irvine and currently leases premises in
Prestwick from Glenavon Estates (a partnership of David Richmond's
wife and daughter). RUA has agreed to purchase this leased property
after Admission; further details of this purchase are set out below
in section 5 (Principal terms of the Acquisition).
Historical Financial Information of RUA
For the year ended 30 April 2019, RUA generated unaudited
revenues of GBP1.61 million (2018: GBP1.56 million), and profit
before tax of GBP0.15 million (2018: GBP0.45 million) after
expensing eligible R&D costs of GBP0.28 million (2018: GBP0.20
million). Its net assets at 30 April 2019 were GBP1.17 million
(2018: GBP1.12 million), which included a freehold property at a
net book value of GBP0.30 million (2018: GBP0.31 million).
4. Enlarged Group structure following Completion
Following Completion, the Company intends to restructure its
business into four distinct trading subsidiaries, with AorTech (to
be renamed RUA Life Sciences plc) as the holding company.
A description of each of the companies is detailed below, all of
which will have trading and licence relationships with other
companies within the Enlarged Group.
RUA Life Sciences
The holding company of the Enlarged Group, quoted on AIM, and
100 per cent. owner and controller of each of these four trading
subsidiaries, RUA Medical, RUA Vascular, RUA Biomaterials and RUA
Structural Heart.
RUA Medical
Following Completion, RUA Medical will become a wholly owned
subsidiary of RUA Life Sciences. It will continue to focus on the
development of medical textiles, including soft tissue patches and
large bore vascular grafts using a substantial amount of know-how
created during its working relationship with AorTech, relating to
the multiple manufacturing processes for Elast-Eon(TM) , which, as
set out above, include extrusion, dip processing (casting and
coating), spray coating (including electro spinning and ultrasonic)
and moulding (including compression, injection and reaction
injection moulding). It is intended that the business will retain
its ISO 13485:2016 certificate and that both cleanroom sites will
continue to be FDA registered.
The Board's strategy is to retain the RUA Medical business as a
third-party design, development and manufacturing house for medical
devices, but expand the areas of expertise and product offerings to
include Elast-Eon(TM) . RUA Medical will continue to service the
requirements of its current and prospective client base whilst also
developing and manufacturing devices for other group companies.
RUA Vascular
Following Completion, Cortech Medical Limited, which was
acquired by the Company in June 2018, will be renamed RUA Vascular
Limited and it is intended that it will hold the intellectual
property relating to the Enlarged Group's cardiovascular and soft
tissue patches and large bore vascular grafts. In future, RUA
Vascular will purchase the completed grafts and patches from RUA
Medical on commercial terms and market them to distributors for
onward sale to hospitals and OEM customers for inclusion in other
devices. It is planned that RUA Biomaterials will grant RUA
Vascular an exclusive licence to incorporate the polymer material
into the patches and grafts retaining exclusivity in this field and
generating further licence income for RUA Biomaterials.
The currently available technology for soft tissue patches and
large bore grafts comprises either animal tissue or textile (PTFE)
material. Each material is compromised by either suffering from
calcification or subject to tissue ingrowth leading to adhesion.
Elast-Eon(TM) based products should avoid these problems and
address a market that is suffering a lack of supply of animal
sourced products.
The Company has identified device categories that currently rely
on abattoir-sourced animal by-products or textile (PTFE) material.
Replacing animal tissue with Elast-Eon(TM) will eliminate animal
by-product sourcing risk and improve product sterilisation options
and allow end-to-end control over the supply chain.
RUA Biomaterials
Following Completion, AorTech Biomaterials Limited, a
non-trading subsidiary of AorTech, will change its name to RUA
Biomaterials and it is planned that it will own the Intellectual
Property related to Elast-Eon(TM) and that it will hold all patents
and licence agreements relating to Elast-Eon(TM), thereby
generating royalty income. It is also intended that it will enter
into licence agreements with the other subsidiaries of the Enlarged
Group; namely RUA Medical for manufacturing, RUA Vascular and RUA
Structural Heart. RUA Biomaterials will work closely with RUA
Medical and other licensees to promote the wider use of
Elast-Eon(TM) in medical devices.
RUA Structural Heart
Following Completion, AorTech Heart Valve Technologies Limited,
a non-trading subsidiary of AorTech, will change its name to RUA
Structural Heart and it is planned that it will hold the
intellectual property relating to the Company's synthetic heart
valve. It is currently planned that RUA Biomaterials will
exclusively license its intellectual property in this field to RUA
Structural Heart on normal commercial terms, thereby generating
royalty income.
In future, it is intended that RUA Structural Heart will enter
into a commercial agreement with RUA Medical to manufacture the
synthetic heart valve utilising a novel manufacturing process and
valve design, the IP of which will reside in RUA Structural
Heart.
RUA Structural Heart has the opportunity to transform the global
treatment of heart disease by delivering a synthetic heart valve
that will be durable, so reducing the need for future replacement,
and should not require lifelong drug treatment. As well as these
potential clinical advantages, the manufacturing costs of a
synthetic valve are expected to be considerably less than those of
current valve technology making this a potentially disruptive
advance in heart valve surgery. When it initially developed a
synthetic valve, AorTech was ahead of the market. The Directors
believe that the global heart valve market (valued at some US$4.8
billion in 2017 ([1]) and forecast to reach US$8.8 billion in 2022
([2]) ) is now in need of new technology, enhancing the
opportunities available to AorTech.
5. Principal terms of the Acquisition
Pursuant to the Acquisition Agreement, subject to Shareholders'
approval, the Company has agreed to buy, and the Seller has agreed
to sell, the entire issued share capital of RUA for an aggregate
consideration of approximately GBP2.45 million which will be
satisfied as to GBP0.95 million in cash and the balance by the
allotment and issue of 1,500,000 new Ordinary Shares. The
consideration is subject to a downward adjustment following
preparation of completion accounts if RUA has net assets of less
than the agreed target of GBP1.1 million. The cash element of the
consideration will be satisfied from the Company's existing
resources. The Consideration Shares are being issued at a price of
GBP1.00 per share, a premium of 34.2 per cent. to the Closing Price
on 10 March 2020. The Consideration Shares will, following issue,
rank par passu with the Existing Ordinary Shares and will rank in
full for all dividends and other distributions thereafter declared,
made or paid on the ordinary share capital of the Company.
The Seller has given customary warranties to the Company,
subject to certain conditions and financial limits.
The Seller has agreed with the Company and Shore Capital not to
dispose of any interests in the Consideration Shares for a period
of one year from Admission, save in certain limited circumstances,
and thereafter is subject to an orderly market arrangement for a
further period of one-year.
Shareholder approval is required for the Acquisition pursuant to
section 190 of the Companies Act and, therefore, Resolution 1 will
be proposed at the General Meeting as an ordinary resolution.
In terms of the Offer to Sell it is intended that, post
Completion, RUA should purchase the property at 6 Skye Road,
Shawfarm Industrial Estate, Prestwick from Glenavon Estates (a
partnership of David Richmond's wife and daughter), for a
consideration of GBP205,000 (excluding VAT), to be satisfied in
cash. In addition, the Offer to Sell gives RUA the option, over a
two year period from the date of transfer of title to RUA, for RUA
to sell the property back to Glenavon Estates for a consideration
of GBP203,980 (excluding VAT). Shareholder approval is also
required for this transaction and, therefore, Resolution 2 will
also be proposed at the General Meeting as an ordinary
resolution.
6. Board and Senior Management
The current Board comprises Bill Brown, as Chairman, John
McKenna as Director of Clinical Marketing, Gordon Wright as
non-Executive Director, John Ely as non-Executive Director,
Geoffrey Berg as non-Executive Director and David Richmond as
non-Executive Director. Kate Full, is the Company Secretary, and
also acts as the Company's Chief Financial Officer. Immediately
following Completion, it is proposed that David Richmond will
become Group Chief Executive Officer.
In addition, immediately following Completion, Caroline
Stretton, currently RUA's Chief Executive Officer, will become
Group Chief Operating Officer. Eilidh Callan, RUA's director of
Operations. and Matthew Litton, RUA's director of R&D, will
also become key members of the Enlarged Group's senior management
team. Further details of the senior management team are set out
below:-
Kate Full, Company Secretary and Chief Financial Officer . Kate
is a qualified accountant with a broad range of experience and
skills, whose direct experience includes professional practice (PwC
and Tenon), venture capital, and financial leadership. She is a
highly motivated professional with strong analytical and
communication skills whose other current engagements include
part-time CFO to Vascular Flow Technologies Ltd in Dundee and
Sirakoss Ltd an Aberdeen based synthetic bone graft company.
Caroline Stretton, Group COO . Caroline is a graduate of the
University of Strathclyde and holds a PhD in Pure and Applied
Chemistry. Caroline joined RUA Medical in 2018 from prosthetic hand
manufacturer, Touch Bionics, where she was a key member of the
leadership team responsible for Global Manufacturing, Operations,
Quality and Customer Support. Touch Bionics was sold to Icelandic
orthotic and prosthetic manufacturer Ossur in 2016. Between 1994
and 2013, Caroline was employed by a number of medical device and
pharmaceutical companies in a variety of roles, most notably Teva
Pharmaceuticals, Ocutec and Mpathy Medical, a surgical medical
device company which achieved a multimillion-pound exit to Danish
surgical medical device manufacturer Coloplast in 2010.
Matthew Litton, RUA Director of Research and Development .
Matthew is a multi-skilled engineer with over twenty years'
industrial experience in the design, development and manufacture of
technical, industrial and medical textiles and their associated
manufacturing equipment. He brings a wealth of experience gathered
across many industries including aerospace, automotive and medical.
Graduating from Strathclyde University with a BEng (Hons.) in
Computer & Electronics Engineering, Matthew joined the textile
business, Culzean Fabrics, which specialised in developing
innovative textiles and textile processes. Matthew's passion for
innovation has driven him to extend and develop new machinery to
realise his vision. This includes the development of bespoke sewing
equipment for joining a vascular stent and graft together to create
an innovative AAA (Aortic Abdominal Aneurysm) treatment device.
Eilidh Callan, RUA Director of Operations . Eilidh joined RUA
Medical in 2015 from Giltech, a wound management company, where she
was Operations Director and Company Secretary. With over 20 years'
experience in the medical device industry, she has worked in the
alginate, wound management, biodegradable, antimicrobial and
urology sectors. Eilidh developed the project management office at
RUA Medical which enables the company to better serve its clients
and build solid, long-term partnerships.
7. Related Party Transaction
David Richmond, a Non-Executive Director of the Company, is the
sole shareholder of RUA. The Acquisition is therefore deemed a
related party transaction under the AIM Rules by virtue of David
Richmond being a Director.
The Independent Directors, consider, having consulted with the
Company's nominated adviser, Shore Capital, that the terms of the
Acquisition are fair and reasonable insofar as the Shareholders are
concerned.
David Richmond will be allotted the Consideration Shares at
Completion. Immediately following Admission, David Richmond will
hold 1,533,334 Ordinary Shares, representing approximately 9.47 per
cent. of the Enlarged Share Capital.
8. Service Agreement
The Company has entered into a service agreement with David
Richmond, conditional upon Admission, and will appoint him as Chief
Executive Officer with effect from Admission. His annual salary
will be GBP175,000; in addition, the Company will make an annual
pension contribution of 10 per cent. of salary. The service
agreement may be terminated by either party serving at least 12
months' notice in writing at any time after 31 December 2020.
9. Current trading
On 29 November 2019, the Company announced its unaudited interim
results for the 6 months ended 30 September 2019, the contents of
which are available on the Company's website www.aortech.net. Since
30 September 2019, the Company has continued to trade in line with
management's expectations.
10. General Meeting
You will find set out at the end of the Circular a notice
convening the General Meeting to be held at the offices of Davidson
Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ at 10.00 a.m.
on 31 March 2020 at which the following resolutions will be
proposed as an ordinary resolution:-
a) to approve the Acquisition;
b) to approve the purchase by RUA of the property at 6 Skye
Road, Shawfarm Industrial Estate, Prestwick, Ayrshire, KA9 2TA from
Glenavon Estates, and the possible future sale of that property to
Glenavon Estates.
11. Action to be taken in respect of the General Meeting
Shareholders will find accompanying the Circular a Form of Proxy
for use in connection with the General Meeting. The Form of Proxy
should be completed and returned in accordance with the
instructions thereon so as to be received by Equiniti as soon as
possible and in any event not later 10.00 a.m. on 27 March 2020.
Completion and return of the Form of Proxy will not prevent a
Shareholder from attending and voting at the General Meeting should
they wish.
12. Recommendation
The Independent Directors believe that the Acquisition is in the
best interests of the Company and its shareholders as a whole.
Accordingly, the Independent Directors unanimously recommend
Shareholders to vote in favour of the Resolutions as they intend so
to do in respect of their beneficial shareholdings amounting to
542,101 Existing Ordinary Shares, representing approximately 3.7
per cent. of the Company's issued share capital.
As explained above, Gordon Wright, a Director of the Company,
has not been able to participate in the preparation and issue of
this announcement. He is, therefore, excluded from this
recommendation.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Acquisition" the proposed acquisition of RUA Medical by
AorTech
"Acquisition Agreement" the conditional agreement entered into on 10
March 2020 between the Company and the Seller
in relation to the Acquisition
"Admission" admission of the Consideration Shares to trading
on AIM in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange
"Announcement" the announcement of the Acquisition which was
released by the Company on 11 March 2020
"Closing Price" the closing middle market quotation of an Existing
Ordinary Share as derived from the AIM Appendix
to the Daily Official List of the London Stock
Exchange
"Company" or "AorTech" AorTech International plc (registered number
SC170071)
"Completion" Completion of the Acquisition
"Consideration Shares" the 1,500,000 Ordinary Shares to be issued
to the Seller as part of the consideration
for the Acquisition
"Directors" or "Board" for the purposes of this Circular, William
Brown, John McKenna, John Ely, Geoffrey Berg
and David Richmond
"Circular" the circular being posted to Shareholders later
today, which for the avoidance of doubt does
not comprise a prospectus (under the Prospectus
Rules) or an admission document (under the
AIM Rules)
"Enlarged Group" the Group as enlarged by the Acquisition
"Enlarged Share the issued share capital of AorTech immediately
Capital" following Admission
"Equiniti" or "Registrars" Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA
"Existing Ordinary the 14,686,608 Ordinary Shares in issue at
Shares" the date of this Document
"FCA" the Financial Conduct Authority of the UK
"FDA" The U.S. Food and Drug Administration
"Form of Proxy" the form of proxy accompanying this Document
for use at the General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company as described
in this Document, notice of which is set out
at the end of this Document
"Glenavon Estates" a partnership of Lorna Richmond and Caroline
Richmond (respectively the spouse and daughter
of David Richmond, a Director of the Company)
"Group" the Company and its subsidiaries
"Independent Directors" William Brown, John McKenna, John Ely and Geoffrey
Berg
"London Stock Exchange" London Stock Exchange plc
"Notice of General the notice of General Meeting set out at the
Meeting" end of this Document
"OEM" Original Equipment Manufacturer
"Offer to Sell" the offer to sell dated 9 March 2020 relating
to 6 Skye Road, Shawfarm Industrial Estate,
Prestwick from MacDonald Henderson Limited,
Solicitors, (acting for Glenavon Estates) to
Davidson Chalmers Stewart LLP, Solicitors,
(acting for RUA)
"Official List" the Official List of the UK Listing Authority
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"PTFE" polytetrafluoroethylene
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting
"RIS" a regulatory information service as defined
by the AIM Rules
"RUA Biomaterials" RUA Biomaterials Limited
"RUA Life Sciences" RUA Life Sciences Limited
"RUA Medical" or RUA Medical Devices Limited
"RUA"
"RUA Structural RUA Structural Heart Limited
Heart"
"RUA Vascular" RUA Vascular Limited
"Seller" David Richmond, a Director of the Company
"Shareholders" holders of Ordinary Shares
"Shore Capital" Shore Capital Stockbrokers Limited and/or Shore
Capital and Corporate Limited, as the context
permits
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"UK Listing Authority" the FCA in its capacity as competent authority
or "UKLA" for the purposes of Part VI of FSMA
"VAT" value added tax
[1] marketsandmarkets.com, report code MD409
[2] marketsandmarkets.com, report code MD409
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END
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