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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Intelligent Ultrasound Group Plc | LSE:MED | London | Ordinary Share | GB00BN791Q39 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 14.50 | 14.00 | 15.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2022 to May 2024
TIDMIUG
RNS Number : 0693G
Intelligent Ultrasound Group PLC
11 November 2022
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014) which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
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, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN INTELLIGENT ULTRASOUND GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
11 November 2022
Intelligent Ultrasound Group plc
("Intelligent Ultrasound" or the "Company" or the "Group")
Placing and Subscription to raise GBP5.2 million
and
Notice of General Meeting
Intelligent Ultrasound (AIM: IUG), the ultrasound artificial intelligence (AI) software and simulation company, announces a Placing and Subscription (together the "Fundraising") to raise GBP5.2 million (before the deduction of fees and expenses) through the conditional issue of 56,216,220 Ordinary Shares at 9.25 pence per Ordinary Share. The Fundraising has been arranged by Cenkos Securities and the New Shares will rank, pari passu, in all other respects with the Company's Existing Ordinary Shares.
Fundraising Highlights
-- Placing and Subscription to raise GBP5.2 million through the conditional issue of 42,504,112 Placing Shares and 13,712,108 Subscription Shares to new and existing institutional and other investors at 9.25 pence per Ordinary Share
-- The Issue Price equates to a nil discount to the closing mid-market price of 9.25 pence on 10 November 2022
-- The New Shares to be issued under the Placing and Subscription represent 17.2 per cent. of the Enlarged Share Capital
Use of proceeds
The net proceeds of the Fundraising of GBP4.8 million will be used by the Company to strengthen the balance sheet and provide additional working capital, including funding the ongoing development of the existing products.
General Meeting
The Fundraising is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company which will be held at the Floor 6A, Hodge House, 114-116 St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022.
The Company will shortly be posting a Notice of General Meeting and an accompanying circular to existing shareholders following this announcement. All relevant documents will also be available to download from the Company website at http://www.intelligentultrasoundgroup.com/reports-and-presentations/ .
Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 1 December 2022, being one Business Day prior to admission to trading on AIM of the General Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 December 2022.
Stuart Gall, CEO at Intelligent Ultrasound, said : "The Directors are very pleased with the response to the oversubscribed fundraising and are thankful to the new and existing shareholders for their continued support. The Directors consider this to have been an excellent year and the Group remains on target to meet the market expectation of GBP10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical AI related products launched in the market and generating early revenues, the Board is confident that this fundraising will drive growth in sales that will take the Group to profitability, as well as achieving the Group's aspirational vision of GBP25m revenues by 2025, in what the directors believe is an exciting and dynamic market."
Enquiries:
Intelligent Ultrasound Group plc www.intelligentultrasound.com Stuart Gall, CEO Tel: +44 (0)29 2075 6534 Helen Jones, CFO Cenkos Securities plc - Nominated Advisor Tel: +44 (0)20 7397 8900 and broker Giles Balleny / Max Gould (Corporate Finance) Dale Bellis / Julian Morse (Sales) Walbrook PR Tel: +44 (0)20 7933 8780 or intelligentultrasound@walbrookpr.com Anna Dunphy Mob: +44 (0)7876 741 001
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.
1. Introduction
On 11 November 2022, the Company announced a proposed Subscription and Placing, pursuant to which it proposes to raise, subject to certain conditions, GBP5.2 million (before expenses) by the conditional Placing of 42,504,112 Placing Shares and Subscription of 13,712,108 Subscription Shares at the Issue Price to certain institutional and other investors.
The proceeds of the Placing and Subscription will be used to strengthen the balance sheet and provide additional working capital for the Group, including funding the ongoing development of the existing products. This Fundraising is expected to take the Group to profitability.
The Issue Price equates to a Nil discount to the closing middle market price of 9.25 pence per Ordinary Share on 10 November 2022 (being the last Business Day before publication of this Document).
The Placing, which has been arranged by Cenkos Securities pursuant to the terms of the Placing Agreement, and Subscription, are also conditional on the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights and to grant the Board authority to allot the New Shares, and upon the First Admission and the Second Admission respectively.
The purpose of this Document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders, as a whole, and why the Board recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this Document.
2. Background to and reasons for the Placing
Intelligent Ultrasound's 'Classroom to Clinic' vision is to make ultrasound easier for clinicians to learn using advanced ultrasound training simulators to teach medical practitioners, and easier to use in a clinical setting, via artificial intelligence ("AI") based clinical ultrasound image analysis software for medical ultrasound machines. Its current suite of products include systems for ultrasound training in paediatric and neonatal care (BabyWorks), a hi-fidelity simulator for Point-of-Care ultrasound including COVID-19 lung and cardiac modules (BodyWorks), a self-learning scanning simulator for OBGYN and general medicine (ScanTrainer) and a simulator to assist in the learning of TEE and TTE echocardiography (HeartWorks) as well as an AI training system for ultrasound-guided Peripheral Nerve Blocks (ScanNav Anatomy PNB Trainer) and a training solution to teach ultrasound-guided needling (NeedleTrainer). Its Clinical AI Products include automated image analysis for protocol-based scanning (ScanNav Assist) and the clinical side of its automated anatomy highlighting for ultrasound guided needling (ScanNav Anatomy).
On 4 July 2019, Intelligent Ultrasound signed its first long-term licence and co-development agreement for its AI software with one of the world's leading ultrasound equipment manufacturers, GE Healthcare. The long-term agreement enables the integration of Intelligent Ultrasound's real-time AI image analysis software onto the Voluson range of women's healthcare ultrasound systems marketed in the global healthcare market. The AI software is currently incorporated into the Voluson Expert 22 and SWIFT ultrasound machines. Terms of the agreement are confidential and undisclosed for commercial reasons.
In May 2021, Intelligent Ultrasound announced the UK launch of ScanNav Anatomy PNB that simplifies ultrasound-guided needling by providing the user with real-time AI-based anatomy highlighting for a range of medical procedures. On 18 October 2022, the FDA granted ScanNav Anatomy PNB clearance for sale in the USA.
The Directors intend to use the net proceeds of the Fundraising to strengthen the balance sheet and provide additional working capital to the Company, including the ongoing development of existing products.
The Directors expect this to be the last fund raise for the current product range prior to profitability. With sales in FY22 forecast to reach GBP10 million, the Company's ambition is to reach revenues of approximately GBP25 million by 2025.
Background to the Company
Ultrasound is the cheapest and safest of all available imaging modalities (X-Ray, MRI, CT etc.), and its diagnostic applicability in many areas is well recognised but, unlike the others, ultrasound is a dynamic, real-time modality where the skills of the operator are paramount. The Group's vision is to make ultrasound easier to learn and simpler to use by minimising this obstacle.
Based in Cardiff in the UK and Alpharetta in the US, Intelligent Ultrasound specialises in real-time hi-fidelity virtual reality simulation for the ultrasound training market ('classroom') and artificial intelligence-based clinical image analysis software tools for the diagnostic medical ultrasound market ('clinic').
The Group has grown sales from GBP4 million in 2017 to an expected GBP10 million in 2022 with two revenue streams:
Simulation
The Group designs, develops and sells real-time, hi-fidelity ultrasound training simulators for teaching ultrasound scanning to medical professionals and medical device companies. The simulators are, in the main, high value capital equipment sales sold through the Group's direct sales force in the US and UK, as well as through a network of resellers covering the rest of the world. The Group has grown sales on this side of the business to an expected GBP9.4 million for FY22.
The simulation range was expanded in 2022 to four platform systems:
-- ScanTrainer - specialising in Obstetrics and Gynaecology training -- HeartWorks - specialising in echocardiography training
-- BodyWorks - specialising in Point of Care (POCUS) and Emergency Medicine training and featuring a free Covid19 training module
-- BabyWorks - specialising in Neonate and Paediatric training
To date, over 1400 Intelligent Ultrasound simulators have been sold to over 700 medical institutions around the world and its equipment is estimated to have trained over 100,000 professionals globally in the last five years. The total ultrasound training market is expected to be worth c.$200 million by 2026 (Stratview Research).
Clinical AI
A key part of the Company's 'Classroom to Clinic' vision is to provide medical professionals with access to real-time AI-based clinical software that makes ultrasound easier to use.
Based on the original work of Professor Alison Noble OBE, FREng, FRS, from the University of Oxford, one of the world's leading academics in ultrasound image analysis using AI, over the last four years Intelligent Ultrasound has designed, built and launched three 'first to market' AI related products and has five more in development. The team consists of 23 in-house AI developers, software engineers and project managers.
-- ScanNav Assist - an automated protocol scanning software that recognises the 21 views recommended by the International Society of Ultrasound in Obstetrics and Gynaecology mid-trimester practice guidelines for fetal imaging. This technology is incorporated in GE Healthcare's Voluson SWIFT and Voluson Expert 22 ultrasound machines, the latter of which launched to the market in July 2022
-- ScanNav Anatomy PNB - a CE approved standalone device that plugs into existing ultrasound machines and simplifies ultrasound-guided needling by providing the user with real-time AI-based anatomy highlighting for a range of medical procedures. On 18 October, Intelligent Ultrasound announced that the FDA had granted the system clearance for sale in the USA
-- NeedleTrainer - a stand-alone device that teaches real-time ultrasound guided needling and incorporates ScanNav Anatomy PNB. The system is sold with the GE's pocket-sized wireless ultrasound probe, Vscan Air and launched in September 2022
The AI in ultrasound imaging market is forecast to grow at a CAGR of 9.76% to $1.3B by 2028 (Data Bridge Market Research) and Intelligent Ultrasound is accessing this market by following a two-pronged 'AI go-to market' strategy of:
-- Signing royalty-based, 'on-machine' licences for the provision of real-time AI software to the major manufacturers,
-- Selling proprietary 'plug-in' real-time AI enabled devices direct to the global pool of existing ultrasound machines, through Intelligent Ultrasound's existing sales network
In January 2022 the Company announced an extension to its exclusive women's healthcare AI agreement to enable GE Healthcare to utilise the ScanNav Assist AI software in a new segment of automated ultrasound image analysis, that is outside the Group's original agreement. Although the terms of the agreement and the timings of the related product launch are undisclosed to the market for commercial reasons, this supplementary product line is expected to support the growth of the Group's royalty revenues in the longer term.
Clinical AI revenue, which is in the early stage of commercialisation, is expected to be GBP0.6m in FY2022 and expected to increase significantly into 2023 and beyond.
Clinical AI is a key element of the Group's growth strategy as it expands both its simulation and Clinical AI revenue streams and in the longer term aims to develop additional future products in the area of anomaly detection.
3. Use of proceeds
The Company has conditionally raised GBP5.2 million (before expenses) by way of the conditional Placing and Subscription. The expenses for the Fundraising are expected to be approximately GBP400,000.
The primary purpose behind the Fundraising is to strengthen the balance sheet and provide additional working capital , including funding the ongoing development of the existing products.
4. Current trading and prospects
The Directors consider this to have been an excellent year and the Group remains on target to meet the market expectation of GBP10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical AI related products launched in the market and generating early revenues, the Board is confident that the forecast growth in sales will take the Group to profitability, as well as achieving the Group's aspirational vision of GBP25m revenues by 2025, in what the Directors believe is an exciting and dynamic market.
5. Related parties' participation in the Fundraising
Substantial shareholders' participation in the Fundraising
The following substantial Shareholders (being a Shareholder holding 10 per cent. or more of the Existing Ordinary Shares as at 10 November 2022, the latest practicable date prior to publication of this Document) are participating in the Fundraising as described below:
Hot Features
Premium
Number Percentage Number Number Percentage
of Existing of Existing of New of Ordinary of enlarged
Ordinary Ordinary Shares Shares share capital
Shares Shares subscribed held following
for the Placing
56,740,641
IP Group * 21.0% 11,118,000** 67,858,641 20.8%
------------- ------------- ------------- ---------------- ---------------
Octopus
Investments 29,953,500 11.1% 6,093,752 36,047,252 11.0%
------------- ------------- ------------- ---------------- ---------------
*These shares are held by the following IP Group entities IP2IPO Portfolio (GP) Limited, acting in its capacity as general partner of IP2IPO Portfolio LP (20,313,649 shares); IP Venture Fund II (GP) LLP, acting in its capacity as general partner of IP Venture Fund II LP (15,706,179 shares) and IP2IPO Limited (20,720,813 shares)
**IP2IPO Portfolio (GP) Limited, acting in its capacity as general partner of IP2IPO Portfolio LP has subscribed for these Ordinary Shares in the Fundraising, however other IP Group entities may take up a proportion of this subscription.
The participation by IP Group and Octopus Investment in the Fundraising is classified as a related party Fundraising for the purposes of the AIM Rules by virtue of IP Group and Octopus being both substantial shareholders (as defined in the AIM Rules for Companies) in the Company. The Directors, having consulted with Cenkos Securities, the Company's nominated adviser, consider that the terms of the Fundraising with IP Group and Octopus Investments are fair and reasonable insofar as the Company's Shareholders are concerned.
Directors' participation in the Fundraising
As part of the Fundraising, certain Directors and their connected persons and an employee intend to subscribe (either personally or through a nominee) for an aggregate of 1,270,270 New Shares at the Issue Price. Details of the New Shares for which the Directors intend to subscribe (either personally or through a nominee) are displayed below:
Name Title Number Number Value Resulting Percentage
of Existing of Placing of Placing shareholding of enlarged
Ordinary Shares Shares following share capital
Shares# intended intended proposed following
to be to be subscription# proposed
subscribed subscribed subscription#
for(#) for(#)
Chief Executive
Stuart Gall Officer 923,474 567,568 GBP52,500 1,491,042 0.46%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Financial
Helen Jones Officer 95,238 54,054 GBP5,000 149,292 0.05%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Operating
Ian Whittaker Officer 451,172 81,081 GBP7,500 532,253 0.16%
----------------- ------------ ----------- ----------- -------------- --------------
Chief Technology
Nicholas Sleep Officer 421,709 162,162 GBP15,000 583,871 0.18%
----------------- ------------ ----------- ----------- -------------- --------------
Non-Executive
Ingeborg Oie Officer - 216,216 GBP20,000 216,216 0.07%
----------------- ------------ ----------- ----------- -------------- --------------
Non-Executive
Nick Avis Officer 272,619 135,135 GBP12,500 407,754 0.13%
----------------- ------------ ----------- ----------- -------------- --------------
317,992
--------
Non-Executive 7,500
Andrew Barker Officer -------- 54,054 GBP5,000 372,046 0.11%
----------------- ------------ ----------- ----------- -------------- --------------
# The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.
The participation by the above Directors in the Fundraising is classified as a related party transaction for the purposes of the AIM Rules. Directors not participating in the Fundraising, (being Christian Guttmann, Michèle Lesieur and Riccardo Pigliucci), having consulted with Cenkos Securities, the Company's nominated adviser, consider that the terms of the Fundraising with the above Directors are fair and reasonable insofar as the Company's Shareholders are concerned.
6. Details of the Fundraising
The Company is proposing to raise GBP5.2 million (before expenses) pursuant to the Fundraising. The Fundraising has conditionally raised a total of approximately GBP2,500,159 through the placing of up to 27,028,752 EIS/VCT Placing Shares and a total of approximately GBP2,699,840 through the placing and subscription of 29,187,468 General Shares.
Admission of the New Shares to trading on AIM will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors. Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 1 December 2022, being one Business Day prior to admission to trading on AIM of the General Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 December 2022. The allotment of the EIS/VCT Placing Shares will be conditional on First Admission occurring. The allotment of the General Shares will be conditional on the First Admission and Second Admission occurring. Investors in the EIS/VCT Placing Shares should be aware of the possibility that, following the First Admission, the Second Admission may not occur.
Although the Directors believe that the EIS/VCT Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a Qualifying Holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company nor Cenkos, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.
The Issue Price of 9.25 pence per New Share equates to a nil discount to the closing price of 9.25 pence on 10 November 2022, the latest Business Day prior to publication of this Document.
The New Shares will represent approximately 17.2 per cent. of the Enlarged Share Capital. The New Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue following each of the First Admission and Second Admission and will otherwise rank equally in all other respects with the Existing Ordinary Shares.
7. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten.
The Placing Agreement is conditional upon, inter alia:
-- Resolutions 1 and 2 below being passed without amendment; -- compliance by the Company with its obligations under the Placing Agreement;
-- First Admission taking place by no later than 8.00 a.m. on 1 December 2022 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date); and
-- Second Admission taking place by no later than 8.00 a.m. on 2 December 2022 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement contains warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in this Document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain liabilities it may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to the First Admission and/or Second Admission, in particular, in the event of a breach of the warranties given to Cenkos in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Group as a whole.
8. General Meeting
The Directors do not currently have authority to allot all of the New Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Shares at the General Meeting.
A notice convening the General Meeting, which is to be held at Floor 6A, Hodge House, St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022, is set out at the end of this Document. At the General Meeting, the following Resolutions will be proposed:
-- Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of GBP52,000.00, being equal to 56,216,220 new Ordinary Shares (i.e. the number of New Shares available under the Fundraising); and
-- Resolution 2, which is conditional on the passing of Resolution 1 and is a special resolution, to authorise the Directors to allot 56,216,220 new Ordinary Shares for cash pursuant to the Fundraising on a non-pre-emptive basis.
The authorities to be granted pursuant to Resolutions 1 and 2 shall expire on whichever is the earlier of (a) the conclusion of the next Annual General Meeting of the Company; and (b) the date falling three months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 22 June 2022 .
Shareholders will find accompanying this Document a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and in any event not later than 48 hours (excluding non-Business Days) before the time of the General Meeting.
9. Recommendation
The Directors believe the Fundraising and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to 4,051,844 Ordinary Shares, representing approximately 1.5 per cent. of the existing issued ordinary share capital of the Company.
As the Fundraising is conditional, inter alia, upon the passing by Shareholders of the Resolutions at the General Meeting, Shareholders should be aware that, if the Resolutions are not passed and First Admission and Second Admission does not take place, the proceeds of the Fundraising will not be received by the Company. If the proceeds of the Fundraising are not received, the Company may be forced to curtail its development plans in order to preserve capital until suitable alternative means of funding further development works are identified and secured. The timing and certainty of such funding are unclear.
Expected Timetable of Principal Events
Announcement of the Fundraising, publication 11 November 2022
and posting of the Circular and Form of
Proxy
Latest time and date for receipt of completed 11.00 a.m. on 28 November
Forms of Proxy 2022
General Meeting 11.00 a.m. on 30 November
2022
Announcement of result of General Meeting 30 November 2022
Admission and commencement of dealings in 8.00 a.m. on 1 December
the EIS/VCT Placing Shares on AIM (First 2022
Admission)
Admission and commencement of dealings in 8 .00 a.m. on 2 December
the General Shares on AIM (Second Admission) 2022
Despatch of definitive share certificates Within 10 days of First
in certificated form in respect of EIS/VCT Admission
Placing Shares
Despatch of definitive share certificates Within 10 days of Second
in certificated form in respect of General Admission
Shares
Notes:
i. References to times are to London time (unless otherwise stated).
ii. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
Issue Price (per share) 9.25 pence
Number of Existing Ordinary Shares 270,653,485
-------------
Number of General Shares issued in the Placing 15,475,360
-------------
Number of EIS/VCT Placing Shares 27,028,752
-------------
Total number of Placing Shares 42,504,112
-------------
Subscription Shares 13,712,108
-------------
Total New Shares 56,216,220
-------------
Enlarged Share Capital 326,869,705
-------------
New Shares as a percentage of the Enlarged
Share Capital 17.2%
-------------
Gross proceeds of the Fundraising GBP5,200,000
-------------
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission means the First Admission and the Second Admission,
as context requires
AI artificial intelligence
AIM the market of that name operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies published by the
London Stock Exchange from time to time
Business Day a day (other than a Saturday or Sunday) on which
commercial banks are open for general business
in London, England
Cenkos or Cenkos Securities Cenkos Securities plc
certificated form or an Ordinary Share recorded on a company's share
in register as being
certificated form held in certificated form (namely, not in CREST)
Clinical AI Products ScanNav Assist, ScanNav AnatomyGuide and NeedleTrainer
Company or Intelligent Intelligent Ultrasound Group plc, a company
Ultrasound incorporated and registered in England and Wales
under the Companies Act 2006 with registered
number 09028611
CREST the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator (as defined in those regulations)
CREST Manual the rules governing the operation of CREST,
consisting of the CREST Reference Manual, CREST
International Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars Service
Standards, Settlement Discipline Rules, CREST
Courier and Sorting Services Manual, Daily Timetable,
CREST Application Procedures and CREST Glossary
of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15 July
1996 and as amended since) as published by Euroclear
CREST member a person who has been admitted to CREST as a
system-member (as defined in the CREST Manual)
CREST Regulations the Uncertificated Securities Regulations 2001
(SI 2001/3755) (as amended)
CREST sponsor a CREST participant admitted to CREST as a CREST
sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored
member
Directors or Board the directors of the Company whose names are
set out on page 6 of this document, or any duly
authorised committee thereof
Document this document which, for the avoidance of doubt,
does not comprise a prospectus (under the Prospectus
Regulation Rules) or an admission document (under
the AIM Rules)
EIS enterprise investment scheme
EIS/VCT Placing the placing of Placing Shares to be issued under
the Placing and either (i) in respect of which
EIS relief is to be claimed; or (ii) constituting
a qualifying holding for VCT purposes
EIS/VCT Placing Shares the 27,028,752 new Ordinary Shares to be issued
and allotted to the Placees pursuant to the
EIS/VCT Placing
Enlarged Share Capital the entire issued share capital of the Company
following completion of the Fundraising following
First Admission and Second Admission
EU the European Union
Euroclear Euroclear UK & International Limited, the operator
of CREST
Existing Ordinary Shares the 270,653,485 Ordinary Shares in issue at
the date of this Document, all of which are
admitted to trading on AIM
FCA the UK Financial Conduct Authority
FDA the US Food and Drug Administration
First Admission the admission to trading on AIM of the EIS/VCT
Placing Shares
Form of Proxy the form of proxy for use in connection with
the General Meeting which accompanies this Document
FSMA the Financial Services and Markets Act 2000
(as amended)
Fundraising together, the Placing and the Subscription (or
any part of them)
General Meeting the general meeting of the Company to be held
at Floor 6A, Hodge House, 114-116 St Mary Street,
Cardiff, CF10 1DY at 11.00 a.m. on 30 November
2022, notice of which is set out at the end
of this Document
General Placing the placing and subscription of New Shares which
do not constitute EIS/VCT Placing Shares
General Shares the 29,187,468 New Shares to be issued and allotted
to the Placees and Subscribers pursuant to the
General Placing
Issue Price 9.25 pence per New Share
Group the Company and its subsidiaries
HMRC HM Revenue and Customs (which shall include
its predecessors, the Inland Revenue and HM
Customs and Excise)
Link Asset Services a trading name of Link Market Services Limited
or Link
London Stock Exchange London Stock Exchange plc
Long Stop Date 1 6 December 2022
Notice of General Meeting the notice convening the General Meeting which
is set out at the end of this document
New Shares the Placing Shares and the Subscription Shares
(or any of them)
Ordinary Shares ordinary shares of GBP0.01 each in the capital
of the Company
Placee the subscribers for the Placing Shares pursuant
to the Placing
Placing the EIS/VCT Placing and General Placing
Placing Agreement the agreement entered into between the Company
and Cenkos Securities in respect of the Placing
dated 11 November 2022, as described in this
Document
Placing Shares the 42,504,112 new Ordinary Shares to be issued
pursuant to the Placing, being the EIS/VCT Placing
Shares and the General Shares
Prospectus Regulation the Prospectus Regulation Rules made by the
Rules FCA under Part VI of FSMA, as set out in the
Prospectus Regulation Rules Sourcebook;
Regulatory Information has the meaning given in the AIM Rules for Companies
Service
Resolutions the resolutions set out in the Notice of General
Meeting
Restricted Jurisdiction each and any of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or the
United States and any other jurisdiction where
the Offer would breach any applicable law or
regulations
Second Admission the admission to trading on AIM of the General
Shares
Shareholders holders of Ordinary Shares in the Company
Simulation Products ScanTrainer, HeartWorks, BodyWorks and BabyWorks
ultrasound training simulators
SonoLyst SonoLyst, the world's first fully integrated
AI tool that recognises the 21 views recommended
by the International Society of Ultrasound in
Obstetrics and Gynaecology mid-trimester practice
guidelines for fetal imaging and incorporates
Intelligent Ultrasound's ScanNav Assist AI technology
Subscription the subscription of 13,712,108 New Shares by
certain investors pursuant to the Subscription
Letters
Subscription Letters the agreements entered into by the Company and
certain investors to subscribe for New Shares
Subscription Shares the 13,712,108 New Shares to be subscribed pursuant
to the Subscription
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
Uncertificated or Uncertificated recorded on the relevant register or other record
form of the Shares or other security concerned as
being held in uncertificated form in CREST,
and title to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
US Person has the meaning given in the United States Securities
Act 1933 (as amended)
VCT Venture Capital Trust
voting rights all voting rights attributable to the share
capital of the Company which are currently exercisable
at a general meeting
GBP and p United Kingdom pounds sterling and pence respectively,
the lawful currency of the United Kingdom
Important Notices
Cenkos Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company and no-one else in connection with the Placing and Admission. Cenkos Securities will not be responsible to anyone other than the Company for providing the regulatory and legal protections afforded to customers (as defined in the rules of the FCA) of Cenkos Securities nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. The responsibilities of Cenkos Securities, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or any director of the Company or to any other person in respect of their decision to subscribe for or purchase Placing Shares.
Forward-looking statements
Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Company's products and services). These statements include forward looking statements both with respect to the Company and with respect to the sectors and industries in which the Company operates. Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements or negatives thereof are of a forward looking nature.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Company's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's operating results, financial condition and liquidity, and the development of the industry in which the Company operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward-looking statements in this announcement before making an investment decision.
Important information
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand, or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan, or in any jurisdiction in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been, and will not be, registered under the Securities Act or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable 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 applicable state or other jurisdiction of the United States. There will be no public offer of the securities in the United States. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States. In addition, offers, sales or transfers of the securities in or into the United States for a period of time following completion of the Placing by a person (whether or not participating in the Placing) may violate the registration requirement of the Securities Act.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand, or Japan, or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand, or Japan, or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.
No representation or warranty, express or implied, is made by the Company or Cenkos Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing and Admission and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Cenkos Securities does not accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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END
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(END) Dow Jones Newswires
November 11, 2022 02:00 ET (07:00 GMT)
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