COURT SANCTION OF SCHEME OF ARRANGEMENT

Intelligent Ultrasound Group PLC

14 February 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

14 February 2025 

RECOMMENDED CASH ACQUISITION

of

Intelligent Ultrasound Group plc ("Intelligent Ultrasound")

by

Surgical Science Sweden AB ("Surgical Science")

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 19 December 2024, the boards of Intelligent Ultrasound and Surgical Science announced that they had reached agreement on the terms of a recommended cash offer to be made by Surgical Science to acquire the entire issued and to be issued ordinary share capital of Intelligent Ultrasound (the "Acquisition"). The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act").

Unless otherwise defined, all capitalised terms in this announcement shall have the meanings given to them in the scheme document published by Intelligent Ultrasound on 15 January 2025 in connection with the Scheme (the "Scheme Document").

Court Sanction of the Scheme

The Board of Intelligent Ultrasound is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.

All of the Conditions to the Acquisition have been satisfied or waived other than the delivery of a copy of the Court Order to the Registrar of Companies. This is expected to take place on 18 February 2025, at which point the Scheme will become Effective.

Next Steps

Following the sanctioning of the Scheme, the Board of Intelligent Ultrasound confirms that it has allotted 16,862,942 new Ordinary Shares of 1 penny each in the capital of Intelligent Ultrasound (the "New Ordinary Shares"). Admission of the New Ordinary Shares to trading on AIM is expected to occur at 8.00 a.m. on 17 February 2025.

Following admission of the New Ordinary Shares, in accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), the Company will have 347,876,045 Ordinary Shares in issue. This figure of 347,876,045 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The last day and time for dealings in, and for registrations of transfers, and disablement in CREST, of Intelligent Ultrasound Shares is expected to be 17 February 2025. Trading in Intelligent Ultrasound Shares on AIM will be suspended with effect from 7.30 a.m. on 18 February 2025.

It is expected that, subject to the Scheme becoming Effective, the cancellation of admission to trading of Intelligent Ultrasound Shares on AIM will take effect from 7.00 a.m. on 19 February 2025.

A further announcement will be made when the Scheme becomes Effective.

If any of the expected times and/or dates change, the revised time and/or dates will be notified to Intelligent Ultrasound Shareholders by announcement through a Regulatory Information Service.

Enquiries:

Intelligent Ultrasound	[phone]
Stuart Gall, CEO Helen Jones, CFO
Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser and Broker)	[phone]
Giles Balleny Henrik Persson Hamish Waller
Cardew Group (PR Adviser)
Allison Connolly	[phone]
Emma Pascoe-Watson	[phone]
Jessica Pilling	[phone]

About Intelligent Ultrasound Group

Intelligent Ultrasound (AIM: IUG) is one of the world's leading ultrasound simulation and education companies, specialising in real-time hi-fidelity virtual reality simulation for the ultrasound training market. The company's main products are the ScanTrainer obstetrics and gynaecology training simulator, the HeartWorks echocardiography training simulator, the BodyWorks Eve Point of Care and Emergency Medicine training simulator, the new BabyWorks Neonate and Paediatric training simulator and NeedleTrainer, which teaches real-time ultrasound-guided needling. To date over 1,800 simulators have been sold to over 800 medical institutions around the world.

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at https://www.intelligentultrasound.com and Surgical Science's website at https://www.surgicalscience.com by no later than 12 noon (London time) on the Business Day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure (as defined in the Takeover Code) following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the Takeover Code).

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and Bidder companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any Bidder was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Intelligent Ultrasound Shareholders, persons with information rights and other relevant persons for the receipt of communications from Intelligent Ultrasound may be provided to Surgical Science during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

 

END