Re. Placing, Open Offer, and Posting of Circular

RNS Number : 5703V

Creo Medical Group PLC

04 December 2019

 

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CREO MEDICAL GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 4 December 2019

Creo Medical Group plc

("Creo" the "Company" or the "Group")

Results of Placing, Details of Open Offer, Posting of Circular

and

Notice of General Meeting

Creo Medical Group plc (AIM: CREO), a medical device company focused on the emerging field of surgical endoscopy, announces that, further to the fundraising and accelerated book build announcement made on 2 December 2019, and following completion of the accelerated book build on 3 December 2019, the Company has conditionally raised £50.0 million (before expenses) at the Issue Price of 180 pence by way of the Firm Placing and Placing.

In addition to the Firm Placing and Placing, and as previously disclosed, the Company is also proposing to raise up to £6.6 million by way of an Open Offer which will be available to all Qualifying Shareholders on the Record Date. Further details of the Open Offer and the Open Offer timetable can be found in this announcement and the Circular.

Highlights:

·      Firm Placing and Placing to raise £50.0 million (before expenses) at the Issue Price. 

·      Open Offer to raise up to £6.6 million at the Issue Price. 

·      The Company intends to use the net proceeds from the Fundraising for working capital to provide a strong balance sheet to continue its commercialisation of the CROMA Advanced Energy Platform and associated devices, as well as to provide funds for:

-      US commercialisation expansion including potential M&A;

-      Development of IP portfolio in areas such as plasma sterilisation, neurology and additional energy modalities within the CROMA Advanced Energy Platform;

-      Continued development of CROMA technology;

-      Clinical trials for Chinese and Japanese markets; and

-      Continued research and development of new devices.

General Meeting

The Fundraising is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company that is scheduled to be held at the offices of Osborne Clarke LLP at 2 Temple Back East, Temple Quay, Bristol BS1 6EG at 11.00 a.m. on 23 December 2019.

A circular ("Circular") containing the Notice of the General Meeting to approve, amongst other things, resolutions relating to the allotment and disapplication of pre-emption rights in respect of the New Ordinary Shares, is expected to be published by the Company and sent to Shareholders later today, together with a Form of Proxy and, in the case of Qualifying Shareholders, the Application Form. A copy of the Circular and Form of Proxy will be available on the Company's website at (investors.creomedical.com). Your attention is drawn to the letter from the Chairman of the Company that is set out in the Circular and which contains, amongst other things, the Directors' unanimous recommendation that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular.

Enquiries:

Creo Medical Group plc	investors.creomedical.com
Richard Rees (CFO)	[phone]
Cenkos Securities	[phone]
Stephen Keys / Cameron MacRitchie (NOMAD)
Michael Johnson / Russell Kerr (Sales)
Walbrook PR Ltd	Tel: [phone] or [e-mail]
Paul McManus / Lianne Cawthorne	Mob: [phone]

Introduction

The Company has today announced a conditional Firm Placing and Placing to raise £50.0 million (before expenses) by the allotment by the Company of 27,777,778 new Ordinary Shares at the Issue Price of 180 pence per Ordinary Share.

In addition, in order to provide Shareholders who have not taken part in the Firm Placing and Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 3,683,138 Open Offer Shares, to raise up to approximately £6.6 million, on the basis of 1 Open Offer Share for every 33 Existing Ordinary Shares, at 180 pence each, payable in full on acceptance.

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares whilst providing the Company with additional capital to invest in the business of the Group.

The Offer Price is at a discount of 8.9 per cent. to the closing middle market price of 197.5 pence per Existing Ordinary Share on 29 November 2019 (being the last practicable date prior to announcing the Fundraising).

The Firm Placing, Placing and Open Offer are conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of the New Ordinary Shares. The Resolutions are contained in the Notice of General Meeting at the end of the Circular. Admission is expected to occur no later than 8.00 a.m. on 24 December 2019 or such later time and/or date as Cenkos Securities and the Company may agree. The Firm Placing, Placing and Open Offer are not underwritten.

Details of the Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising and accordingly the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise up to approximately £6.6 million (before expenses) (assuming full take up of the Open Offer) through the issue of up to 3,683,138 Open Offer Shares.

The Open Offer Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 180 pence per Open Offer Share, payable in full on acceptance. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 33 Existing Ordinary Shares

held by the Shareholder on the Record Date.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of Part IV of the Circular.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. Applications made under the Excess Application Facility will be scaled back at the Company's discretion if applications are received from Qualifying Shareholders for more than the available number of Excess Shares.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 5 December 2019. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 20 December 2019. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 20 December 2019. The Open Offer is not being made to certain Overseas Shareholders, as set out in paragraph 6 of Part IV of the Circular.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part IV of the Circular and on the accompanying Application Form.

The Open Offer is conditional on the Fundraising becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be). The principal conditions to the Fundraising are:

(a)      the passing of all of the Resolutions at the General Meeting;

(b)      the Firm Placing, Placing and Open Offer Agreement having become unconditional; and

(c)      Admission becoming effective by no later than 8.00 a.m. on 24 December 2019 or such later time and/or date (being no later than 8.00 a.m. on 31 December 2019) as Cenkos Securities and the Company may agree.

Accordingly, if the conditions to the Fundraising are not satisfied or waived (where capable of waiver), the Open Offer, Firm Placing and Placing will not proceed and the Open Offer Shares will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The Open Offer 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.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 24 December 2019. The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following the Admission.

Overseas Shareholders 

Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 6 of Part IV of the Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you pay particular attention to that paragraph of the Circular.

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting and the Directors confirm that they intend to vote in favour of the Resolutions in respect of their beneficial holdings amounting, in aggregate, to 5,089,994 Existing Ordinary Shares, representing approximately 4.2 per cent. of the existing issued Ordinary Share capital of the Company.

            EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Fundraising	2 December 2019
Record Date for entitlement under the Open Offer	2 December 2019
Announcement of the results of the Placing	4 December 2019
Publication of the Circular, Proxy Form and, to Qualifying Non-Crest Shareholders, the Application Form	4 December 2019
Ex-entitlement date of the Open Offer	4 December 2019
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	5 December 2019
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 16 December 2019
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST	3.00 p.m. on 17 December 2019
Latest time and date for splitting of Application Forms under the Open Offer	3.00 p.m. on 18 December 2019
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	11.00 a.m. on 19 December 2019
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 20 December 2019
General Meeting	11.00 a.m. on 23 December 2019
Results of the General Meeting and the Open Offer announced	23 December 2019
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on 24 December 2019
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	24 December 2019
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	6 January 2020

Notes:

1.      Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Cenkos. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.      All of the above times refer to London time unless otherwise stated.

3.      All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

FUNDRAISING STATISTICS

Issue Price	180 pence
Number of Existing Ordinary Shares	121,543,585
Number of Firm Placing Shares being issued by the Company pursuant to the Firm Placing	23,888,889
Number of Placing Shares being issued by the Company pursuant to the Placing	3,888,889
Open Offer basic entitlement	1 Open Offer Share for every 33 Existing Ordinary Shares
Number of Open Offer Shares (in aggregate)	up to 3,683,138
Number of Ordinary Shares in issue following the Admission(1)	153,004,501
Percentage of the existing issued ordinary share capital of the Company being placed pursuant to the Fundraising(1)	25.9 per cent.
Gross proceeds of the Firm Placing	£43.0 million
Gross proceeds of the Placing	£7.0 million
Gross proceeds of the Open Offer(1)	up to £6.6 million
Estimated net proceeds of the Fundraising receivable by the Company(1)	£53.7 million

(1) Assuming take-up in full of the Open Offer by Qualifying Shareholders.

 

END

 

 

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