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AorTech International PLC Proposed Acquisition of RUA Medical & Name Change

11/03/2020 7:00am

UK Regulatory (RNS & others)


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TIDMAOR

RNS Number : 6862F

AorTech International PLC

11 March 2020

AorTech International PLC

("AorTech", the "Company" or the "Group")

Proposed Acquisition of RUA Medical Devices Limited

and

Change of Name to RUA Life Sciences plc

AorTech International PLC (AIM: AOR.L), the licensor of the world's leading long-term implantable biostable polymer (Elast-Eon(TM) ) and developer of medical devices utilising the key properties of Elast-Eon(TM) , announces that it has entered into a conditional agreement with David Richmond, a Non-Executive Director of the Company, to acquire RUA Medical Devices Limited, an Ayrshire-based innovative and experienced implantable fabric specialist and full service contract medical device developer and manufacturer ("Acquisition") for a consideration of GBP2.45 million, which will be satisfied as to GBP0.95 million in cash and the balance by the allotment and issue of 1,500,000 new Ordinary Shares at GBP1 each, subject to, amongst other things, Shareholders' approval.

Highlights

-- Acquisition of a profitable, cash generative, full-service medical device developer and manufacturer that provides sub-contract manufacturing, assembly, packing and services to the medical device sector from its Class 7 and 8 cleanroom suites

   --     Cash element of the consideration will be satisfied from the Company's existing resources 

-- The Consideration Shares are being issued at a price of GBP1.00 per share, a premium of 34.2 per cent. to the Closing Price on 10 March 2020

-- Vertical integration of the business, by providing the people, premises and processes necessary to convert the Elast-Eon(TM) polymer into Elast-Eon(TM) products

-- The Acquisition effectively internalises the Company's manufacturing process, obtaining a large amount of manufacturing know-how and will be able to increase the gross margin potential of its patches and graft products

   --     Shareholder approval is required for the Acquisition 
   --     Change of name to RUA Life Sciences plc 

-- Immediately following Completion, it is proposed that David Richmond, a Non-Executive Director of the Company and sole shareholder of RUA, will become Group Chief Executive Officer

Bill Brown, Chairman of AorTech, commented : "This deal is a perfect strategic fit for the Company providing the people, processes and premises to allow our world class polymers to be converted into medical device products. We look forward to a closer working relationship with David Richmond and his talented team at RUA and are delighted that David has demonstrated his belief and confidence in the prospects for all of our Elast-Eon(TM) enabled devices by taking a substantial interest in the Company."

The above transaction highlights and the summary announcement below should be read in conjunction with the full appendix at the bottom of this announcement.

This announcement contains inside information and is disclosed in accordance with the Company's obligations under the Market Abuse Regulation (EU) No 596/2014.

For further information contact:

AorTech International plc Tel: +44 (0)7730 718296

Bill Brown, Chairman

Shore Capital Tel: +44 (0)20 7408 4080

Tom Griffiths/David Coaten

About AorTech

AorTech has developed biostable, implantable polymers, including Elast-Eon(TM) and ECSil(TM), now manufactured on its behalf by Biomerics LLC in Utah, USA. Elast-Eon(TM) and ECSil(TM)'s biostability is comparable to silicone while exhibiting excellent mechanical, blood contacting and flex-fatigue properties. These polymers can be processed using conventional thermoplastic extrusion and moulding techniques. With over 6 million implants and over 10 years of successful clinical use, AorTech polymers are proven in long term life enabling applications.

In addition to continuing to exploit AorTech's Intellectual Property related to the world class biomaterial - Elast-Eon(TM), AorTech is now incorporating this material into a number of medical devices of our own design. Elast-Eon(TM) has first class long term blood contacting properties and, as a result, all of the initial products being developed are for the cardio vascular field. Each device is being designed to have improved clinical outcomes over current device technology, eliminating the use of animal sourced material whilst allowing procedures to remain the same, therefore avoiding having to retrain surgeons in new ways of operating.

APPIX

A circular containing details of the Transaction is expected to be posted shortly to Shareholders along with a Form of Proxy to vote at a general meeting of the Company expected to be held at the offices of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ at 10.00 a.m. on 31 March 2020. Capitalised terms in this announcement are defined as set out at the end of this announcement.

   1.          Introduction 

The Company announces that it has entered into a conditional agreement with David Richmond, a Non-Executive Director of the Company, to acquire RUA Medical Devices Limited, an Ayrshire-based innovative and experienced implantable fabric specialist and full service contract medical device developer and manufacturer, subject to, amongst other things, Shareholders' approval.

The purpose of this Announcement is to set out the background to and reasons for the Acquisition, to give details of the Acquisition and to recommend that Shareholders vote in favour of both of the Resolutions. The Acquisition is conditional on, amongst other matters, the passing of the Resolutions at the General Meeting, and is expected to complete on 1 April 2020. The Notice of General Meeting will be set out at the end of the Circular.

Following Completion, the Company intends to change its name to RUA Life Sciences plc. It is expected that the change will become effective on 2 April 2020.

Due to ill health, Gordon Wright, a Director of the Company, has not been able to participate in the preparation and issue of this Announcement. He is, therefore, excluded from the responsibility taken by directors and from the Recommendation by the Independent Directors set out in section 12 (Recommendation) below.

   2.          Background to and reasons for the Acquisition 

Background

In May 2018, AorTech undertook a fundraising to accelerate the development of the Company and to transition from an IP licensing model to a developer and manufacturer of cardiovascular devices enabled by the Company's Elast-Eon(TM) polymer. A lean business model was adopted and agreements with third parties were entered into to enable the design, development and manufacture of those products in a cost-effective manner.

One of those agreements, as announced on 28 June 2018, was with RUA Medical. Under this agreement, RUA has undertaken design and development work on the Company's Elast-Eon(TM) sealed patches and grafts. Progress has been good, and it is anticipated that animal trials for large bore vascular grafts will commence in the coming months as part of the regulatory testing necessary to obtain approval to market those devices. Since the agreement was signed, AorTech and RUA have worked together on the development of soft tissue patches and grafts combining RUA's expertise as an implantable fabric specialist and full-service contract device developer and manufacturer with Elast-Eon(TM) 's biostable and biocompatible properties. In carrying out this work, RUA has been provided with, and developed, a substantial amount of know-how relating to the varied manufacturing processes for Elast-Eon(TM) , which include extrusion, dip processing (casting and coating), spray coating (including electro spinning and ultrasonic) and moulding (including compression, injection and reaction injection moulding).

RUA is becoming an expert in the manufacture of Elast-Eon(TM) enabled devices and components and AorTech has recently identified a number of opportunities where third-party medical device companies are looking for both a polymer and manufacturing solution to address current design problems. In order to satisfy these market requirements, the Company has agreed with RUA that it can offer device design and manufacturing services, incorporating both Elast-Eon(TM) polymer and processing know-how, to third party customers.

The working relationship between the two businesses has deepened since the original agreement was entered into more than 18 months ago and, from the Company's perspective, the relationship is proving beneficial and working better than anticipated. At the end of last year, I started discussing with David Richmond, a Non-Executive Director of the Company and the owner of RUA, whether a closer collaboration might be to the mutual benefit of both organisations and, if so, how that could best be structured. We both agreed that the opportunities were potentially very exciting and, as a result, the discussions have led to the Acquisition Agreement, further details of which are set out below, being entered into.

Reasons for the Acquisition

The Company currently comprises a business which licenses Intellectual Property related to the Elast-Eon(TM) polymer together with Research and Development activities to create medical devices, such activities being subcontracted. The Directors consider that the Acquisition is strategically a good fit in that it vertically integrates the business, by providing the people, premises and processes necessary to convert the Elast-Eon(TM) polymer into Elast-Eon(TM) products.

The Independent Directors believe that the Acquisition will bring the following benefits for the Company: -

-- integrate the infrastructure built up within RUA, which includes its management team with a background in developing and manufacturing medical devices, ISO accreditation and associated quality procedures and two FDA registered facilities with Class 7 and Class 8 cleanrooms;

   --     provide further diversification within the medical device value chain with a cash generative manufacturing business targeting high gross margins (more than 75 per cent.); 

-- the 2018 agreement with RUA to produce the patches and grafts provided for RUA to be paid 50 per cent. of the gross margin on these products; all gross margin will now be retained within the Group, increasing future profit potential if and when the products are approved and available for sale;

-- will allow the manufacture of heart valves to be undertaken in RUA's Irvine facilities bringing this function within the control of the Enlarged Group;

   --     builds and grows the senior management team and reduces reliance on key individuals; 

-- provides an opportunity to support and grow the core RUA business of developing and manufacturing implantable textiles for third party customers;

-- provides an opportunity to build a business providing manufacturing expertise related to incorporating Elast-Eon(TM) into medical devices or components of medical devices; and

-- provides an opportunity to consolidate all Enlarged Group entities under the RUA brand allowing greater marketing focus and adoption of the RUA brand values.

The Company will not only be acquiring a profitable, cash generative business, but effectively internalising its manufacturing process, obtaining a large amount of manufacturing know-how and will be able to increase the gross margin potential of its patches and graft products. Furthermore, the Enlarged Group will have access to the engineers, facilities and quality management systems necessary to manufacture its own synthetic heart valves, which should serve to minimise any risks of having to rely on third parties.

   3.          Information on RUA 

RUA is a full-service medical device developer and manufacturer based in Prestwick and Irvine, Ayrshire. It provides sub-contract manufacturing, assembly, packing and services to the medical device sector from its Class 7 and 8 cleanroom suites. It is an expert in the development and introduction of processes with valid and demonstrable quality control methodologies. RUA holds ISO 13485:2016 certification and occupies two FDA registered facilities. It works with a number of businesses in the commercial application of implantable fabrics. RUA has invested for future growth through people, property and processes and has 26 staff members. While one customer currently accounts for approximately 90 per cent. of its revenue, the intention is to seek to reduce this over time to less than 50 per cent. through both Enlarged Group related projects and third-party revenues.

RUA owns its premises in Irvine and currently leases premises in Prestwick from Glenavon Estates (a partnership of David Richmond's wife and daughter). RUA has agreed to purchase this leased property after Admission; further details of this purchase are set out below in section 5 (Principal terms of the Acquisition).

Historical Financial Information of RUA

For the year ended 30 April 2019, RUA generated unaudited revenues of GBP1.61 million (2018: GBP1.56 million), and profit before tax of GBP0.15 million (2018: GBP0.45 million) after expensing eligible R&D costs of GBP0.28 million (2018: GBP0.20 million). Its net assets at 30 April 2019 were GBP1.17 million (2018: GBP1.12 million), which included a freehold property at a net book value of GBP0.30 million (2018: GBP0.31 million).

   4.          Enlarged Group structure following Completion 

Following Completion, the Company intends to restructure its business into four distinct trading subsidiaries, with AorTech (to be renamed RUA Life Sciences plc) as the holding company.

A description of each of the companies is detailed below, all of which will have trading and licence relationships with other companies within the Enlarged Group.

RUA Life Sciences

The holding company of the Enlarged Group, quoted on AIM, and 100 per cent. owner and controller of each of these four trading subsidiaries, RUA Medical, RUA Vascular, RUA Biomaterials and RUA Structural Heart.

RUA Medical

Following Completion, RUA Medical will become a wholly owned subsidiary of RUA Life Sciences. It will continue to focus on the development of medical textiles, including soft tissue patches and large bore vascular grafts using a substantial amount of know-how created during its working relationship with AorTech, relating to the multiple manufacturing processes for Elast-Eon(TM) , which, as set out above, include extrusion, dip processing (casting and coating), spray coating (including electro spinning and ultrasonic) and moulding (including compression, injection and reaction injection moulding). It is intended that the business will retain its ISO 13485:2016 certificate and that both cleanroom sites will continue to be FDA registered.

The Board's strategy is to retain the RUA Medical business as a third-party design, development and manufacturing house for medical devices, but expand the areas of expertise and product offerings to include Elast-Eon(TM) . RUA Medical will continue to service the requirements of its current and prospective client base whilst also developing and manufacturing devices for other group companies.

RUA Vascular

Following Completion, Cortech Medical Limited, which was acquired by the Company in June 2018, will be renamed RUA Vascular Limited and it is intended that it will hold the intellectual property relating to the Enlarged Group's cardiovascular and soft tissue patches and large bore vascular grafts. In future, RUA Vascular will purchase the completed grafts and patches from RUA Medical on commercial terms and market them to distributors for onward sale to hospitals and OEM customers for inclusion in other devices. It is planned that RUA Biomaterials will grant RUA Vascular an exclusive licence to incorporate the polymer material into the patches and grafts retaining exclusivity in this field and generating further licence income for RUA Biomaterials.

The currently available technology for soft tissue patches and large bore grafts comprises either animal tissue or textile (PTFE) material. Each material is compromised by either suffering from calcification or subject to tissue ingrowth leading to adhesion. Elast-Eon(TM) based products should avoid these problems and address a market that is suffering a lack of supply of animal sourced products.

The Company has identified device categories that currently rely on abattoir-sourced animal by-products or textile (PTFE) material. Replacing animal tissue with Elast-Eon(TM) will eliminate animal by-product sourcing risk and improve product sterilisation options and allow end-to-end control over the supply chain.

RUA Biomaterials

Following Completion, AorTech Biomaterials Limited, a non-trading subsidiary of AorTech, will change its name to RUA Biomaterials and it is planned that it will own the Intellectual Property related to Elast-Eon(TM) and that it will hold all patents and licence agreements relating to Elast-Eon(TM), thereby generating royalty income. It is also intended that it will enter into licence agreements with the other subsidiaries of the Enlarged Group; namely RUA Medical for manufacturing, RUA Vascular and RUA Structural Heart. RUA Biomaterials will work closely with RUA Medical and other licensees to promote the wider use of Elast-Eon(TM) in medical devices.

RUA Structural Heart

Following Completion, AorTech Heart Valve Technologies Limited, a non-trading subsidiary of AorTech, will change its name to RUA Structural Heart and it is planned that it will hold the intellectual property relating to the Company's synthetic heart valve. It is currently planned that RUA Biomaterials will exclusively license its intellectual property in this field to RUA Structural Heart on normal commercial terms, thereby generating royalty income.

In future, it is intended that RUA Structural Heart will enter into a commercial agreement with RUA Medical to manufacture the synthetic heart valve utilising a novel manufacturing process and valve design, the IP of which will reside in RUA Structural Heart.

RUA Structural Heart has the opportunity to transform the global treatment of heart disease by delivering a synthetic heart valve that will be durable, so reducing the need for future replacement, and should not require lifelong drug treatment. As well as these potential clinical advantages, the manufacturing costs of a synthetic valve are expected to be considerably less than those of current valve technology making this a potentially disruptive advance in heart valve surgery. When it initially developed a synthetic valve, AorTech was ahead of the market. The Directors believe that the global heart valve market (valued at some US$4.8 billion in 2017 ([1]) and forecast to reach US$8.8 billion in 2022 ([2]) ) is now in need of new technology, enhancing the opportunities available to AorTech.

   5.          Principal terms of the Acquisition 

Pursuant to the Acquisition Agreement, subject to Shareholders' approval, the Company has agreed to buy, and the Seller has agreed to sell, the entire issued share capital of RUA for an aggregate consideration of approximately GBP2.45 million which will be satisfied as to GBP0.95 million in cash and the balance by the allotment and issue of 1,500,000 new Ordinary Shares. The consideration is subject to a downward adjustment following preparation of completion accounts if RUA has net assets of less than the agreed target of GBP1.1 million. The cash element of the consideration will be satisfied from the Company's existing resources. The Consideration Shares are being issued at a price of GBP1.00 per share, a premium of 34.2 per cent. to the Closing Price on 10 March 2020. The Consideration Shares will, following issue, rank par passu with the Existing Ordinary Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.

The Seller has given customary warranties to the Company, subject to certain conditions and financial limits.

The Seller has agreed with the Company and Shore Capital not to dispose of any interests in the Consideration Shares for a period of one year from Admission, save in certain limited circumstances, and thereafter is subject to an orderly market arrangement for a further period of one-year.

Shareholder approval is required for the Acquisition pursuant to section 190 of the Companies Act and, therefore, Resolution 1 will be proposed at the General Meeting as an ordinary resolution.

In terms of the Offer to Sell it is intended that, post Completion, RUA should purchase the property at 6 Skye Road, Shawfarm Industrial Estate, Prestwick from Glenavon Estates (a partnership of David Richmond's wife and daughter), for a consideration of GBP205,000 (excluding VAT), to be satisfied in cash. In addition, the Offer to Sell gives RUA the option, over a two year period from the date of transfer of title to RUA, for RUA to sell the property back to Glenavon Estates for a consideration of GBP203,980 (excluding VAT). Shareholder approval is also required for this transaction and, therefore, Resolution 2 will also be proposed at the General Meeting as an ordinary resolution.

   6.          Board and Senior Management 

The current Board comprises Bill Brown, as Chairman, John McKenna as Director of Clinical Marketing, Gordon Wright as non-Executive Director, John Ely as non-Executive Director, Geoffrey Berg as non-Executive Director and David Richmond as non-Executive Director. Kate Full, is the Company Secretary, and also acts as the Company's Chief Financial Officer. Immediately following Completion, it is proposed that David Richmond will become Group Chief Executive Officer.

In addition, immediately following Completion, Caroline Stretton, currently RUA's Chief Executive Officer, will become Group Chief Operating Officer. Eilidh Callan, RUA's director of Operations. and Matthew Litton, RUA's director of R&D, will also become key members of the Enlarged Group's senior management team. Further details of the senior management team are set out below:-

Kate Full, Company Secretary and Chief Financial Officer . Kate is a qualified accountant with a broad range of experience and skills, whose direct experience includes professional practice (PwC and Tenon), venture capital, and financial leadership. She is a highly motivated professional with strong analytical and communication skills whose other current engagements include part-time CFO to Vascular Flow Technologies Ltd in Dundee and Sirakoss Ltd an Aberdeen based synthetic bone graft company.

Caroline Stretton, Group COO . Caroline is a graduate of the University of Strathclyde and holds a PhD in Pure and Applied Chemistry. Caroline joined RUA Medical in 2018 from prosthetic hand manufacturer, Touch Bionics, where she was a key member of the leadership team responsible for Global Manufacturing, Operations, Quality and Customer Support. Touch Bionics was sold to Icelandic orthotic and prosthetic manufacturer Ossur in 2016. Between 1994 and 2013, Caroline was employed by a number of medical device and pharmaceutical companies in a variety of roles, most notably Teva Pharmaceuticals, Ocutec and Mpathy Medical, a surgical medical device company which achieved a multimillion-pound exit to Danish surgical medical device manufacturer Coloplast in 2010.

Matthew Litton, RUA Director of Research and Development . Matthew is a multi-skilled engineer with over twenty years' industrial experience in the design, development and manufacture of technical, industrial and medical textiles and their associated manufacturing equipment. He brings a wealth of experience gathered across many industries including aerospace, automotive and medical. Graduating from Strathclyde University with a BEng (Hons.) in Computer & Electronics Engineering, Matthew joined the textile business, Culzean Fabrics, which specialised in developing innovative textiles and textile processes. Matthew's passion for innovation has driven him to extend and develop new machinery to realise his vision. This includes the development of bespoke sewing equipment for joining a vascular stent and graft together to create an innovative AAA (Aortic Abdominal Aneurysm) treatment device.

Eilidh Callan, RUA Director of Operations . Eilidh joined RUA Medical in 2015 from Giltech, a wound management company, where she was Operations Director and Company Secretary. With over 20 years' experience in the medical device industry, she has worked in the alginate, wound management, biodegradable, antimicrobial and urology sectors. Eilidh developed the project management office at RUA Medical which enables the company to better serve its clients and build solid, long-term partnerships.

   7.          Related Party Transaction 

David Richmond, a Non-Executive Director of the Company, is the sole shareholder of RUA. The Acquisition is therefore deemed a related party transaction under the AIM Rules by virtue of David Richmond being a Director.

The Independent Directors, consider, having consulted with the Company's nominated adviser, Shore Capital, that the terms of the Acquisition are fair and reasonable insofar as the Shareholders are concerned.

David Richmond will be allotted the Consideration Shares at Completion. Immediately following Admission, David Richmond will hold 1,533,334 Ordinary Shares, representing approximately 9.47 per cent. of the Enlarged Share Capital.

   8.          Service Agreement 

The Company has entered into a service agreement with David Richmond, conditional upon Admission, and will appoint him as Chief Executive Officer with effect from Admission. His annual salary will be GBP175,000; in addition, the Company will make an annual pension contribution of 10 per cent. of salary. The service agreement may be terminated by either party serving at least 12 months' notice in writing at any time after 31 December 2020.

   9.          Current trading 

On 29 November 2019, the Company announced its unaudited interim results for the 6 months ended 30 September 2019, the contents of which are available on the Company's website www.aortech.net. Since 30 September 2019, the Company has continued to trade in line with management's expectations.

   10.        General Meeting 

You will find set out at the end of the Circular a notice convening the General Meeting to be held at the offices of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ at 10.00 a.m. on 31 March 2020 at which the following resolutions will be proposed as an ordinary resolution:-

   a)    to approve the Acquisition; 

b) to approve the purchase by RUA of the property at 6 Skye Road, Shawfarm Industrial Estate, Prestwick, Ayrshire, KA9 2TA from Glenavon Estates, and the possible future sale of that property to Glenavon Estates.

   11.        Action to be taken in respect of the General Meeting 

Shareholders will find accompanying the Circular 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 Equiniti as soon as possible and in any event not later 10.00 a.m. on 27 March 2020. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the General Meeting should they wish.

   12.        Recommendation 

The Independent Directors believe that the Acquisition is in the best interests of the Company and its shareholders as a whole.

Accordingly, the Independent 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 542,101 Existing Ordinary Shares, representing approximately 3.7 per cent. of the Company's issued share capital.

As explained above, Gordon Wright, a Director of the Company, has not been able to participate in the preparation and issue of this announcement. He is, therefore, excluded from this recommendation.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise or unless it is otherwise specifically provided:

 
 "Acquisition"                the proposed acquisition of RUA Medical by 
                               AorTech 
 "Acquisition Agreement"      the conditional agreement entered into on 10 
                               March 2020 between the Company and the Seller 
                               in relation to the Acquisition 
 "Admission"                  admission of the Consideration Shares to trading 
                               on AIM in accordance with the AIM Rules 
 "AIM"                        AIM, a market operated by the London Stock 
                               Exchange 
 "AIM Rules"                  the AIM Rules for Companies published by the 
                               London Stock Exchange 
 "Announcement"               the announcement of the Acquisition which was 
                               released by the Company on 11 March 2020 
 "Closing Price"              the closing middle market quotation of an Existing 
                               Ordinary Share as derived from the AIM Appendix 
                               to the Daily Official List of the London Stock 
                               Exchange 
 "Company" or "AorTech"       AorTech International plc (registered number 
                               SC170071) 
 "Completion"                 Completion of the Acquisition 
 "Consideration Shares"       the 1,500,000 Ordinary Shares to be issued 
                               to the Seller as part of the consideration 
                               for the Acquisition 
 "Directors" or "Board"       for the purposes of this Circular, William 
                               Brown, John McKenna, John Ely, Geoffrey Berg 
                               and David Richmond 
 "Circular"                   the circular being posted to Shareholders later 
                               today, which for the avoidance of doubt does 
                               not comprise a prospectus (under the Prospectus 
                               Rules) or an admission document (under the 
                               AIM Rules) 
 "Enlarged Group"             the Group as enlarged by the Acquisition 
 "Enlarged Share              the issued share capital of AorTech immediately 
  Capital"                     following Admission 
 "Equiniti" or "Registrars"   Equiniti Limited, Aspect House, Spencer Road, 
                               Lancing, West Sussex, BN99 6DA 
 "Existing Ordinary           the 14,686,608 Ordinary Shares in issue at 
  Shares"                      the date of this Document 
 "FCA"                        the Financial Conduct Authority of the UK 
 "FDA"                        The U.S. Food and Drug Administration 
 "Form of Proxy"              the form of proxy accompanying this Document 
                               for use at the General Meeting 
 "FSMA"                       the Financial Services and Markets Act 2000 
                               (as amended) 
 "General Meeting"            the general meeting of the Company as described 
                               in this Document, notice of which is set out 
                               at the end of this Document 
 "Glenavon Estates"           a partnership of Lorna Richmond and Caroline 
                               Richmond (respectively the spouse and daughter 
                               of David Richmond, a Director of the Company) 
 "Group"                      the Company and its subsidiaries 
 "Independent Directors"      William Brown, John McKenna, John Ely and Geoffrey 
                               Berg 
 "London Stock Exchange"      London Stock Exchange plc 
 "Notice of General           the notice of General Meeting set out at the 
  Meeting"                     end of this Document 
 "OEM"                        Original Equipment Manufacturer 
 "Offer to Sell"              the offer to sell dated 9 March 2020 relating 
                               to 6 Skye Road, Shawfarm Industrial Estate, 
                               Prestwick from MacDonald Henderson Limited, 
                               Solicitors, (acting for Glenavon Estates) to 
                               Davidson Chalmers Stewart LLP, Solicitors, 
                               (acting for RUA) 
 "Official List"              the Official List of the UK Listing Authority 
 "Ordinary Shares"            ordinary shares of 5 pence each in the capital 
                               of the Company 
 "PTFE"                       polytetrafluoroethylene 
 "Resolutions"                the resolutions to be proposed at the General 
                               Meeting as set out in the Notice of General 
                               Meeting 
 "RIS"                        a regulatory information service as defined 
                               by the AIM Rules 
 "RUA Biomaterials"           RUA Biomaterials Limited 
 "RUA Life Sciences"          RUA Life Sciences Limited 
 "RUA Medical" or             RUA Medical Devices Limited 
  "RUA" 
 "RUA Structural              RUA Structural Heart Limited 
  Heart" 
 "RUA Vascular"               RUA Vascular Limited 
 "Seller"                     David Richmond, a Director of the Company 
 "Shareholders"               holders of Ordinary Shares 
 "Shore Capital"              Shore Capital Stockbrokers Limited and/or Shore 
                               Capital and Corporate Limited, as the context 
                               permits 
 "UK" or "United              the United Kingdom of Great Britain and Northern 
  Kingdom"                     Ireland 
 "UK Listing Authority"       the FCA in its capacity as competent authority 
  or "UKLA"                    for the purposes of Part VI of FSMA 
 "VAT"                        value added tax 
 
 

[1] marketsandmarkets.com, report code MD409

[2] marketsandmarkets.com, report code MD409

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.

END

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