THIS ANNOUNCEMENT, INCLUDING THE
INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
NEW ZEALAND, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT WAS DEEMED BY THE
COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 AS THEY FORM PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 October 2024
Creo Medical Group
plc
("Creo" or the
"Company")
Result of
Placing
The Company is pleased to announce
that, further to the announcement made on 30 September 2024
(RNS No 3040G) regarding the Fundraising
(the "Launch
Announcement"), it has raised, subject to certain
conditions, approximately £12 million (before expenses) by the
issue of 50,000,000 Placing Shares by way of the Placing, at an
Issue Price of 24 pence per share. Cavendish and Deutsche
Numis acted as joint bookrunners in relation to the
Placing.
Following the deduction of
associated fees and expenses, the net proceeds receivable by the
Company from the Placing will be approximately £11 million, which
will be used, together with the proceeds raised from the Retail
Offer, to continue the development of Creo's technology as well as
mitigating against any completion risk associated with the
divestment of a 51% controlling stake in Creo Europe, announced on
18 September 2024 (the "Sale"). When combined with the
proceeds from the Sale, the proceeds from the Fundraising will
ensure the business is sufficiently funded to profitability as the
Company continues to roll out its defined med-tech growth strategy,
as set out in the Launch Announcement.
The Company consulted with a number
of its major shareholders prior to the Placing and has respected
the principles of pre-emption through the allocation process. The
Company is pleased by the strong support it has received from
existing shareholders.
Related party transactions
The following of the Company's
directors (the "Participating Directors") have conditionally
subscribed for an aggregate of 3,124,999 Placing Shares at the
Issue Price:
Name
|
No. of Placing Shares
conditionally acquired
|
Kevin Crofton
|
2,916,666
|
Richard Rees
|
208,333
|
The participation of each of the
Participating Directors each constitutes a related party
transaction under rule 13 of the AIM Rules.
Accordingly, Cavendish Capital
Markets Limited, acting in its capacity as the Company's nominated
adviser, confirms that it considers that the terms of the
participation of the Participating Directors in the Fundraising are
fair and reasonable insofar as the Company's Shareholders are
concerned.
General Meeting
The Fundraising and the issue of the
New Ordinary Shares are conditional upon, among other things, the
Resolutions being duly passed by Shareholders at the General
Meeting.
The Circular, including full details
of the Placing, the Retail Offer and the Notice of General Meeting,
is expected to be despatched to Shareholders later
today, and the
Circular, once published, will be available on the Company's
website at www.creomedical.com/investors.
This announcement should be read in conjunction
with the full text of the Circular.
Admission, settlement and dealings
Application will be made for
Admission of the New Ordinary Shares (comprising
50,000,000 Placing Shares
and up to 20,833,333 Retail Offer Shares). Subject to, amongst other things, the
passing of the Resolutions, settlement for the New Ordinary Shares
and Admission are expected to take place at 8.00 a.m. on or
around 21 October 2024. In addition to the passing of the Resolutions, the
Fundraising is conditional upon, among other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
The New Ordinary Shares, when
issued, will be fully paid and will 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 issue.
Capitalised terms used in this
announcement (this "Announcement") have the meanings given
to them in the Launch Announcement, unless the context provides
otherwise.
This Announcement should be read in its entirety. In
particular, you should read and understand the information provided
in the "Important Notices" section of this
Announcement.
For
further information, please contact:
Creo Medical Group plc
|
www.creomedical.com
|
Richard Craven, Company
Secretary
|
Via
Walbrook PR
|
|
|
Cavendish Capital Markets Limited
(Nominated Adviser, Joint Bookrunner and Joint
Broker)
|
+44 (0)20
7220 0500
|
Stephen Keys / Camilla Hume / George
Lawson (NOMAD)
|
|
Michael Johnson (Sales)
|
|
|
|
Deutsche Numis (Joint Bookrunner and Joint
Broker)
Freddie Barnfield / Duncan Monteith
/ Euan Brown
William Baunton (ECM)
|
+44 (0)20
7260 1000
|
|
|
Walbrook PR Ltd
|
Tel: +44
(0)20 7933 8780 or creo@walbrookpr.com
|
Paul McManus / Sam Allen
/
Phillip Marriage
|
Mob: +44
(0)7980 541 893 / +44 (0)7502 558 258
+44
(0)7867 984 082
|
|
|
|
Important Notices
No action has been taken by
Cavendish, Deutsche Numis or any of their affiliates, or any person
acting on its or their behalf that would permit an offer of the New
Ordinary Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes
are required by each of the Company, Cavendish or Deutsche Numis to
inform themselves about, and to observe, such
restrictions.
Each of the times and/or dates
referred to above is subject to change at the absolute discretion
of the Company, Cavendish and Deutsche Numis. 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. All
events listed in the above timetable following the General Meeting
are conditional on the passing of the Resolutions at the General
Meeting.
No prospectus, offering memorandum,
offering document or admission document has been or will be made
available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE
INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT
WILL BE SO APPROVED.
This announcement or any part of it
does not constitute or form part of any offer to issue or sell, or
the solicitation of an offer to acquire, purchase or subscribe for,
any securities in the United States, Canada, Australia, New
Zealand, the Republic of Ireland, the Republic of South Africa,
Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
The securities referred to herein
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction
of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any State or any other jurisdiction of
the United States. Accordingly, the New Ordinary Shares are being
offered and sold by the Company only outside the United States in
"offshore transactions" (as such terms are defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation
S under the Securities Act and otherwise in accordance with
applicable laws. No public offering of securities is being made in
the United States.
Certain statements contained in this
announcement constitute "forward-looking statements" with respect
to the financial condition, results of operations and businesses
and plans of the Company and its subsidiaries (the "Group"). Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors
that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements and forecasts. As a result, the Group's actual financial
condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or
implied by these forward-looking statements. No representation or
warranty is made as to the achievement or reasonableness of, and no
reliance should be placed on, such forward-looking statements. No
statement in this announcement is intended to be, nor may it be
construed as, a profit forecast or be relied upon as a guide to
future performance. The forward-looking statements contained in
this announcement speak only as of the date of this announcement.
The Company, its directors, Cavendish, Deutsche Numis, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the AIM Rules or the rules
of London Stock Exchange.
Cavendish and Deutsche Numis are
authorised and regulated in the United Kingdom by the FCA.
Cavendish and Deutsche Numis are acting exclusively for the Company
and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient on this announcement)
as its client in relation to the Placing or any other matter
referred to in this announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice to
any other person in relation to the Placing or any other matters
referred to in this announcement. Neither Cavendish nor Deutsche
Numis has any authority to make any representation or warranty on
behalf of the Company or any other person in connection with the
Company.
This announcement has been issued by
and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by Cavendish or Deutsche Numis or by any of their
affiliates or any person acting on its or their behalf as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Any indication in this announcement
of the price at which ordinary shares have been bought or sold in
the past cannot be relied upon as a guide to future performance.
The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance. The contents of this announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this announcement should seek
appropriate advice before taking any action.
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) is incorporated into or forms part of this
announcement.
This announcement has been prepared
for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.