Offer on PrimaryBid.com

RNS Number : 5313E

Futura Medical PLC

18 October 2018

 

This announcement has been approved by PrimaryBid Limited (company number 08092575), which is authorised and regulated by the Financial Conduct Authority (FRN 779021). This announcement amounts to a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). Futura Medical plc ("Futura" or "the Company") Offer on PrimaryBid.com At 5.04 p.m. on 18 October 2018 the Company issued an announcement through an RIS (the "Announcement") of a fundraising (the "Fundraising"). As part of the Fundraising, the Company is delighted to announce a conditional offer for subscription through PrimaryBid Limited (the "PrimaryBid Offer"). Completion of the PrimaryBid Offer is conditional on the fundraising announced by the Company on 18 October 2018 becoming unconditional in all respects. The PrimaryBid Offer is conditional on, inter alia, the passing of resolutions at a General Meeting of the Company, which is expected to be convened for 1.00 p.m. on 12 November 2018. The PrimaryBid Offer is made on terms which fall within exemptions from the need to issue a prospectus under the Prospectus Regulation (Regulation 2003/71/EC) and all subsidiary rules made under it. Accordingly, the issuance of the PrimaryBid Offer has not been considered or approved in any way by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into or from the United States, Canada, Japan, the Republic of South Africa, Australia, the Republic of Ireland, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. Potential investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. All persons considering an investment in the Company is recommended to seek their own professional advice before making any investment. It should be noted that an application for subscription for shares in the Company carries a number of risks. Investors should consider the risk factors set out in the Announcement prior to making any investment decision in relation to the Company. PrimaryBid Offer The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Offer at an issue price of 7p pence per New Ordinary Share (the "Issue Price"), being a discount of 27.5 per cent to the closing mid-price on 18 October 2018. These terms are identical to other current and potential investors. Retail investors can do this through either: -       the www.PrimaryBid.com platform; and -       the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for the use of its services. The PrimaryBid Offer is open to individual and institutional investors (whether or not existing investors in the Company) from 5.04 p.m. on 18 October 2018 to no later than 9.00 p.m. on 18 October 2018. The Offer may close early if it is oversubscribed. Applications made pursuant to the PrimaryBid Offer will be subject to the conditions contained in the Fundraising Announcement and the further conditions of PrimaryBid Limited contained at https://www.primarybid.com/static/TermsAndConditions.pdf . In the event of a conflict between the conditions contained in the Fundraising Announcement and the further conditions of PrimaryBid Limited, the conditions contained in the Fundraising Announcement will prevail. In addition, it is to be noted that: -       there is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com; -       the Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection; and -       any application under the Offer from an Eligible Counterparty investor will require PrimaryBid to consult with the Company prior to acceptance of that application. For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The Company may, at its sole discretion, elect to increase the total number of New Ordinary Shares available under the Offer. The Company has applied for and received advance assurance from HMRC that the Ordinary Shares (as defined in the Announcement) will satisfy the requirements for EIS relief. The continuing status of the Ordinary Shares as qualifying for EIS relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will continue to conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Company are not served by seeking to retain such status). There can be no certainty that EIS Advance Assurance will be reconfirmed. Investors considering taking advantage of EIS relief are recommended to seek their own professional advice before investing in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any person who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser. In relation to VCT relief, persons are advised to consider the full text of the Announcement. No commission is charged to investors on applications to participate in the PrimaryBid Offer. It is vital to note that once an application for shares as part of the PrimaryBid Offer has been made and accepted through the PrimaryBid platform, it cannot be withdrawn (although, as noted above, the PrimaryBid Offer is conditional and any application may not be accepted by the Company, for whatever reason). For further information on the use of the PrimaryBid.com platform or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on [phone].  The Company may, at its sole discretion, elect to increase the total number of shares available under the PrimaryBid Offer. All shares issued pursuant to the PrimaryBid Offer 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 Company's existing Ordinary Shares. A full expected timetable will be made available on the closing of the Fundraising. An overview of this timetable as applicable for the PrimaryBid Offer is as follows: Announcement of the PrimaryBid Offer 5.04 p.m. on 18 October 2018 Closing of the PrimaryBid Offer 9.00 p.m. on 18 October 2018 Announcement of the Fundraising by 8.00 a.m. on 19 October 2018 General Meeting 1.00 p.m. on 12 November 2018 Admission and commencement of dealings in shares issued pursuant to the PrimaryBid Offer on AIM 8.00 a.m. on 13 November 2018 For further information please contact: Futura Medical plc [phone] James Barder, Chief Executive Officer Angela Hildreth, Finance Director & Chief Operating Officer www.futuramedical.com N+1 Singer [phone] Aubrey Powell / Jen Boorer (Corporate Finance) Tom Salvesen (Corporate Broking) PrimaryBid Limited [phone] Dave Mutton

 

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