AorTech International PLC Update re Acquisition and General Meeting (4584H)
March 25 2020 - 2:00AM
UK Regulatory
TIDMAOR
RNS Number : 4584H
AorTech International PLC
25 March 2020
25 March 2020
AorTech International plc
("AorTech" or the "Company")
Re Proposed Acquisition of RUA Medical Devices Limited
("RUA")
and
General Meeting to be held on 31 March 2020
The Circular issued to the shareholders of the Company on 11
March 2020 (the "Circular") contained a Notice convening a General
Meeting to be held at 10.00 a.m. on 31 March 2020 at 163 Bath
Street, Glasgow G2 4SQ (the "General Meeting").
Since the issue of the Circular, the effects of the COVID-19
virus (Coronavirus) have increased greatly, to the extent that
normal business life is now interrupted to a material extent.
Based on current conditions, and especially following the
announcements by the UK and Scottish Governments on 23 March 2020,
it is envisaged that it will not be possible to convene the General
Meeting at its intended location.
The Independent Directors remain of the belief (as stated in the
Circular) that the acquisition of RUA is in the best interests of
the Company and its shareholders as a whole. Accordingly, the
Independent Directors intend, in so far as they are able, to
proceed with the General Meeting and thereafter complete the
acquisition of RUA in accordance with the timetable set out in the
Circular.
In light of current Government guidance and advice, the
Directors are advising shareholders not to travel to attend the
General Meeting. Currently it is not possible to gain access, for
the purposes of holding a meeting, to the building in which the
General Meeting is to be held; and it is currently envisaged that
this will remain the position on 31 March 2020.
If it is not possible to convene the General Meeting at 163 Bath
Street, Glasgow G2 4SQ at 10.00 a.m. on 31 March 2020, the
Directors intend to adjourn the meeting to a time later that day
and at a location where it is known that a quorum will be present
without the requirement of additional shareholders attending. This
will allow the General Meeting to be held in accordance with the
timetable set out in the Circular.
The voting on each of the resolutions contained in the Notice of
the General Meeting will be carried out by way of a poll, which
will be conducted at the meeting itself. The Independent Directors
therefore encourage shareholders to submit a completed Proxy Form
by the deadline of 10.00 a.m. on 27 March 2020.
Instructions for completion and return of a hard copy proxy form
are set out in Note 8 to the Notice of General Meeting. In view of
the current difficulties in transmitting documents by post, the
Directors have decided that, for the purposes of the General
Meeting, to treat any form of proxy (which is otherwise completed
in accordance with the instructions in Note 8) as properly
deposited for the purpose of the Company's Articles of Association
if a copy is delivered by electronic means. For this purpose, a
copy of the completed form of proxy can be transmitted by email to
the Company's solicitors, Davidson Chalmers Stewart LLP, at the
email address alan.stewart@dcslegal.com.
Instructions for appointment of a proxy through CREST are set
out in Note 9 to the Notice of General Meeting.
In the Circular it was stated that following completion of the
acquisition of RUA, the Company intended to change its name to RUA
Life Sciences plc and that certain subsidiaries would also change
names. It is still the intention that these changes should happen,
but the implementation will be delayed until the Company is
satisfied that a normal service is available from Companies House.
A further announcement will be made in due course.
Defined terms used in this announcement have the same meaning as
in the Circular.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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