Placing and Open Offer at 590p per Share
Aortech International PLC
1 February 2000
AORTECH INTERNATIONAL PLC
Placing and Open Offer of 3,007,922 New Ordinary Shares at
590p per share
to raise £ 17.14 million (net of expenses)
AorTech International plc, ('AorTech' or 'the Company') the
Scottish-based manufacturer of cardiovascular devices
announces that it proposes to raise approximately £17.14
million (net of expenses) by way of a Placing and Open Offer
of 3,007,922 New Ordinary Shares at 590p per share.
The funds raised will be used principally:
* to provide funds for the marketing of TruCOMMS
* to provide funds for clinical trials in both Europe & US
of the new tri-leaflet heart valve;
In addition the Company will continue its policy of aiming to
acquire products and/or technologies consistent with the
Company's strategy which is to be at the forefront of the
cardiovascular market
The Placing and Open Offer are conditional on, inter alia, the
passing of resolutions at an Extraordinary General Meeting of
the Company to be held on 25 February 2000.
Commenting on the Proposed Placing and Open Offer, Gordon
Wright, Chairman said:
'We are raising the funds to build upon the significant
progress made to date.
'Clinical trials for TruCCOM are ongoing and the Directors are
in the process of selecting sites in the USA and Europe for
tests in intensive care units and operating theatres. The
first phase of the animal trials for our tri-leaflet valve
which commenced in November 1999 is continuing successfully.'
1st February 2000
For further information contact:
AorTech International plc Tel: 01698 746 699
Eddie McDaid
Bell Lawrie Tel: 0141 314 8102
Clive Thomson
College Hill Tel: 0171 457 2020
Michael Padley
For further information, visit AorTech's website at
www.aortech.com
AorTech International PLC:
Placing and Open Offer of 3,007,922 New Ordinary Shares at
590p per share
to raise £17.14 million (net of expenses)
AorTech International plc ('AorTech' or 'the Company')
AorTech, the AIM quoted Scottish-based manufacturer of
cardiovascular devices announced today that the Company is
proposing to issue 3,007,922 New Ordinary Shares at a price of
590p per share to raise approximately £17.14 million after
expenses. The New Ordinary Shares are being conditionally
placed by Bell Lawrie Wise Speke with institutional investors,
however Qualifying Shareholders are being invited to apply for
these New Ordinary Shares, at the Placing Price, by way of the
Open Offer. The Placing and Open Offer are conditional on,
inter alia, the passing of resolutions at an Extraordinary
General Meeting of the Company to be held on 25 February 2000.
The following is a summary of developments which have taken
place since the announcement of the Interim Results for the
period to 30 September 1999 which were released on 15 December
1999.
Future Prospects, as per the Interim Statement
The acquisition and development of TruCCOMS, together with the
continued development of the new trileaflet heart valve,
demonstrates our determination not only to expand further the
Company's product base but also to introduce innovative
products to the medical device market with, the Directors
believe, significant profit potential. Obtaining regulatory
approval for TruCCOMS together with the commencement of sales
of this product will have a substantial benefit on the long
term future growth of AorTech.
The Directors are particularly excited about the continued
good results from the trileaflet heart valve development and
look forward to the progress of this project during the course
of the next twelve months and to the commencement of clinical
trials in patients in 2001. The Directors believe that this
will have a further significant impact on the performance and
future prospects of the Company.
Given the Company's prospects and plans for growth, the
Directors are examining the merits of a range of stockmarkets
on which the Company's shares might be traded. These include
the Official List, with the option of joining techMARK, and
NASDAQ in the USA.
Current Developments and Use of Net Proceeds
Since the announcement of the Interim Results for the period
to 30 September 1999 which were released on 15 December 1999,
trading has continued satisfactorily.
Clinical trials for TruCCOMS are ongoing and the Directors are
in the process of selecting sites in the USA and Europe for
tests in intensive care units and operating theatres. The
first phase of the trials for the tri-leaflet valve which
commenced in November 1999 is continuing successfully.
Discussions are underway with the appropriate regulatory
bodies regarding the clinical trials necessary for achieving
FDA approval and a CE mark for the valve and sites are being
sought for patient clinical trials in both the USA and Europe.
The Directors have concluded heads of terms to acquire a new
facility, which will adjoin the Company's existing facility in
Scotland, where the Company can carry out the final phase of
testing and the manufacturing process for the valve.
The Directors are aware that to develop the true potential of
the new projects access to significant funds is essential. In
particular, product marketing of TruCCOMS and clinical trials
of the new tri-leaflet heart valve will necessitate
substantial commitment.
The Placing and Open Offer will result in cash proceeds (net
of expenses) of approximately £17.14 million which will be
used principally to provide funding for:
* the product 'roll-out' and marketing of TruCCOMS; and
* clinical trials on patients and regulatory approvals in both
Europe and the USA for the new heart valve project.
The Directors are continuing with their policy of aiming to
acquire products and/or technology consistent with the
Company's strategy which is to be at the forefront of the
global market for cardiovascular devices and treatments.
Placing and Open Offer
3,007,922 New Ordinary Shares are being conditionally placed
by Bell Lawrie Wise Speke with institutional investors, at the
Placing Price, subject to clawback to satisfy valid
applications from Qualifying Shareholders under the Open
Offer. Under the Open Offer, Qualifying Shareholders will
have the right to subscribe for:
1 New Ordinary Share for every 8 Ordinary Shares
held on the Record Date of 21 January 2000 at a price of 590p
per share. Certain shareholders including Mr McDaid and
companies owned by the trustees for trusts, the beneficiaries
of which include Mr Wright and Mr McDaid have undertaken not
to apply for their pro rata entitlements of New Ordinary
Shares under the Open Offer to the extent of 1,620,527 New
Ordinary shares (representing approximately 54% of the Issue)
and accordingly, Bell Lawrie Wise Speke has agreed,
conditionally, to place these shares firm with institutional
investors. Melody Investments Ltd, a company owned by a trust
of which Mr McDaid is a beneficiary have agreed to place
100,000 Ordinary Shares with institutional investors at the
Placing Price. Messrs McKenna, Madden, Duijst, Cameron and
Gray will be applying for their entitlements in full. Messrs
Lowinger, Madden and Gray have indicated their intention to
act as placees in respect of 5085, 847 and 1000 New Ordinary
Shares respectively under the Placing.
Further Information
A Prospectus setting out, inter alia, details of the Placing
and Open Offer and containing the notice of the Extraordinary
General Meeting together with the recommendations from the
Board to vote in favour of the resolutions to be proposed at
the EGM will be despatched to shareholders later today. The
Prospectus will be accompanied by a personalised application
form (which may not be split or transferred except to satisfy
bona fide market claims) and a form of proxy for use at the
EGM. The latest time and date for receipt of completed
application forms and payment in full under the Open Offer is
3.00 p.m. on 23 February 2000. The latest time and date for
splitting of application forms is 3.00 p.m. on 21 February
2000. Dealings are expected to commence in the New Ordinary
Shares on AIM on 2 March and 3 March 2000.
DEFINITIONS
'AIM' the Alternative Investment Market of the
London Stock Exchange
'Bell Lawrie Wise Bell Lawrie Wise Speke (a division of
Speke' Brewin Dolphin Securities Limited which
is regulated by the Securities and
Futures Authority Limited)
'Board' or the Directors of AorTech International
'Directors' plc
'Extraordinary the Extraordinary General Meeting of the
General Meeting' or Company convened for 10.30 a.m. on 25
'EGM' February 2000 pursuant to the notice set
out at the end of this document
'Group' AorTech International plc and its
subsidiaries
'New Ordinary the Ordinary Shares of 25p each in the
Shares' capital of the Company to be allotted
pursuant to the Placing and Open Offer
'Qualifying the holders of Ordinary Shares on the
Shareholders' register of members of the Company on the
Record Date other than certain overseas
holders
'Record Date' close of business on 21 January 2000
Copies of this statement will be available for a period of 14 days
from the Company's registered office: Phoenix Crescent,
Strathclyde Business Park, Bellshill, Scotland ML4 3NU.