Creo Medical Group PLC Conditional Placing of New Ordinary Shares (5252U)

TIDMCREO

RNS Number : 5252U

Creo Medical Group PLC

13 July 2018

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 THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

13 July 2018

Creo Medical Group plc

("Creo" or the "Company")

Conditional Placing of up to 38,800,000 new Ordinary Shares at 125p per share

to raise GBP48.5 million (before expenses) - significantly oversubscribed

and

Notice of General Meeting

Creo Medical Group plc (AIM: CREO), a medical device company focused on the emerging field of surgical endoscopy, today announces that it has conditionally raised, in aggregate, up to GBP48.5 million (before expenses) by way of three share placings by Cenkos Securities plc ("Cenkos") at the Placing Price of 125 pence per Ordinary Share.

Transaction Highlights

-- Proposed Placing, significantly oversubscribed, to raise up to GBP48.5 million, in aggregate, before expenses, through the issue of up to 38,800,000 new ordinary shares at the Placing Price of 125 pence per Ordinary Share

-- Up to GBP5 million (before expenses) raised through the EIS/VCT Placing, GBP3.5 million (before expenses) through the Additional EIS/VCT Placing and GBP40 million (before expenses) through the Non VCT/EIS Placing

-- Expected net proceeds receivable by the Company from the Placing of approximately up to GBP46 million

-- The Placing is conditional, inter alia, upon the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights and to grant the Board authority to allot the Placing Shares and Admission. The Additional EIS/VCT Placing (but not the EIS/VCT Placing or the Non VCT/EIS Placing) is conditional on Additional VCT Advanced Assurance being obtained from HMRC.

Craig Gulliford, Creo's Chief Executive Officer, commented:

"We would like to thank both existing and new shareholders for their support. The monies raised will enable us to accelerate our commercialisation strategy, complete the development of our existing surgical suite of minimally invasive instruments and develop new products, as well as attract partners and enable the potential for strategic M&A. We believe that our CROMA advanced energy electrosurgery platform and range of devices are at the vanguard in the evolution of minimally invasive surgical procedures for gastro-intestinal diseases, with our first product, Speedboat, already transforming outcomes for patients and hospitals here in the UK. Creo is rapidly building a reputation as a future leader in this growing billion dollar market."

Since the Company was admitted to trading on AIM in December 2016, it has made significant progress against all of the strategic objectives set out at that time and continues to execute against its plans with a view to a full commercial launch in 2019. In particular, the Company has gained FDA clearance and CE Mark accreditation for its CROMA advanced energy electrosurgery platform and Speedboat RS2 device, trained 34 clinicians to date, commenced procedures with patients under mild conscious sedation enabling same day discharge for routine follow up and undertaken a FDA pre-submission meeting with the FDA for its flexible ablation device.

Proceeds of the fundraising will enable the Group to:

-- to extend the Company's Clinical Education Program both by the Company and in conjunction with select distribution partners globally;

-- increase the number of distribution agreements with third parties and partners worldwide;

   --              accelerate the roll out of its products; 

-- extend the Company's existing manufacturing capability to support the extension of the Clinical Education Program and product roll out;

   --              increase product line / range; 
   --              accelerate US roll out by seeking to establish a presence in the United States; 

-- strengthen the Company's balance sheet to support distribution and strategic partnerships; and

   --              to facilitate the exploration of potential strategic M&A. 

A General Meeting of the Company will be held at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EB at 10.00 a.m. on 1 August 2018.

Further details of the Placing are set out below. Defined terms used in this announcement are set out at the end of the announcement

A circular is being posted to shareholders today (the "Circular"). The Circular set outs the background to and reasons for the Placing, which will be available on the Company's website: investors.creomedical.com.

Contacts

 
 Creo Medical:          Cenkos:                      FTI Consulting: 
 Richard Rees           Camilla Hume / Mark          Brett Pollard / Mo Noonan 
  [phone]    Connelly (NOMAD)             [phone] 
                         Michael Johnson / Russell    [e-mail] 
                         Kerr (Sales) 
                         [phone] 
 

About Creo Medical

Creo, founded in 2003, is a medical device company focused on the development and commercialisation of minimally invasive surgical devices, by bringing advanced energy to endoscopy. The Company's mission is to improve patient outcomes by applying microwave and radiowave energy to surgical endoscopy. Creo has developed CROMA, an advanced energy electrosurgical platform that combines bipolar radiofrequency for precise localised cutting and microwave for controlled coagulation. This technology provides physicians with flexible, accurate and controlled surgical solutions.

The Company's strategy is to bring its CROMA platform to market through a suite of medical devices which the Company has designed, initially for the emerging field of GI therapeutic endoscopy, an area with high unmet needs. The CROMA platform will be developed further for bronchoscopy and laparoscopy procedures. The Company believes its technology can impact the landscape of surgery and endoscopy by providing safer, less-invasive and more cost-efficient option of treatment.

For more information about Creo Medical please see our website, www.creomedical.com.

Introduction and Summary

The Company is pleased to announce that it has conditionally raised, in aggregate, up to GBP48.5 million (before expenses) by way of three share placings by Cenkos: (i) the EIS/VCT Placing; (ii) the Additional EIS/VCT Placing and (iii) the Non EIS/VCT Placing, by way of issue of a total of up to 38,800,000 new Ordinary Shares at the Placing Price, raising more than had been originally anticipated due to significant institutional demand.

In addition to the Placing and conditional upon, inter alia, completion of the Non EIS/VCT Placing, three existing Shareholders have agreed to sell an aggregate of 824,000 Ordinary Shares at the Placing Price. Two of those existing Shareholders and their connected persons (as defined in the Act), have agreed not to dispose any further Existing Ordinary Shares (their aggregate holdings after sale of their shares being 635,867 Ordinary Shares including Ordinary Shares subject to options) for a period of nine months following Non EIS/VCT Admission. Craig Gulliford and Chris Hancock have also indicated that they intend to sell up to 960,000 Ordinary Shares between them at the Placing Price in order to satisfy tax liabilities that are expected to arise should the Placing complete.

The Additional EIS/VCT Placing is conditional, inter alia, upon Additional VCT Advanced Assurance being obtained. The Placing, which has been arranged by Cenkos pursuant to the terms of the Placing Agreement, is 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 Placing Shares and upon Admission of the relevant shares.

Background and Reasons for the Placing

The Company was admitted to trading on AIM on 9 December 2016 raising gross proceeds of GBP20 million at the time of IPO. The funds raised at the IPO were to provide the Group with the financial strength to complete the development and regulatory clearance of CROMA and Speedboat RS2 in Europe and continue the regulatory clearance progress in the US as well as to develop lung ablation devices through to early stage regulatory clearance in Europe and the USA.

Since the IPO the Company has made significant progress against all of the strategic objectives that it set out at that time and continues to execute against its plans with a view to a full commercial launch in 2019.

Regulatory

In March 2017, the Company gained CE Mark accreditation for its CROMA advanced energy electrosurgery platform and Speedboat RS2 device and was pleased that this was followed, in August 2017, by FDA clearance, ahead of the Board's anticipated schedule. Since the IPO, the Company has also progressed the Group's Ablation Probe through to early stage regulatory clearance in Europe and the FDA has confirmed 510(k) submission pathway for clearance in the US.

Commercialisation

Since the IPO, the Company has invested in the development of its Clinical Education Program. Through this training programme the Company trains Endoscopists, Colorectal Surgeons and supporting nurses in the correct use of the Company's products. To date, the Company has trained 34 physicians, each with differing backgrounds and experience in endoscopy, on the Company's Speedboat device and expects to have trained at least 50 physicians by the end of 2018.

Furthermore, two separate gastroenterologists (at two separate National Health Service centres) have also treated the first patients with the Speedboat device, certain of which procedures have been performed with patients under sedation only and there have been no reported complications with any of the procedures. Feedback from these initial cases has confirmed the removal of lesions with a number of procedures being completed in under one hour, and with patients being discharged on the same day for routine follow up and monitoring versus the current pathway of surgery under general anaesthetic for 3 to 4 hours followed by 3 to 4 days in hospital.

The Company has a clear pathway to commercialise its products, both via third party distributors and, where practicable, direct channels. The Company has a framework distribution agreement in place with Hoya Group, Pentax Medical for the distribution of its products, once commercialised, in certain territories in Asia Pacific. As was announced on 4 July 2018 (RNS No: 5016T), the Company has agreed a framework distribution agreement with Diagmed Healthcare Limited, the UK's leading, independently owned endoscopy and diagnostic equipment specialists pursuant to which Diagmed will, inter alia, collaborate with the Company over an 18-month period to seed the UK market with the Company's CROMA advance energy electrosurgery platform and Speedboat products. Further, on 9 July 2018, the Company announced it had entered into a framework distribution agreement with First Medical Company in relation to the South Africa, Botswana, Namibia and Mozambique markets (RNS No: 9705T). Furthermore, the Company is in discussions with a number of distributors in other territories.

Manufacturing

Since the IPO the Company has moved to a new bespoke manufacturing facility with a current capacity of 2,400 devices and 120 generators per annum which capacity, the Board believes, can be doubled with a minimal investment. In addition, the Company has a dedicated space for innovation in Bath, UK.

Acquisitions

As the Company's products become more widely placed and more clinicians trained, the utility of the devices is becoming increasingly recognised which has led to the Company being presented with potential acquisition opportunities which, the Board believes, could give the Company the opportunity to further utilise the potential in its CROMA advanced energy electrosurgery platform and/or accelerate its ability to place products in the market.

As such, and in light of the above and continuing progress since the IPO, the Directors believe that the net proceeds of the Placing will allow the Company to take advantage of current market momentum and capitalise on the window of opportunity that they believe is available to exploit first mover advantage.

Current trading and prospects

The Company announced its interim results for the six months ended 31 December 2017 on 20 March 2018 (RNS No: 2122I). Since that time, the Company has continued to execute against its original plan at IPO and deliver against the operational milestones set out at the time and, accordingly, the Board looks to the Company's future with increasing confidence.

The Placing

The Company has conditionally raised up to GBP48.5 million (before expenses) through the conditional allotment of the Placing Shares at the Placing Price, which represents a discount of 2.7 per cent. to the closing middle market price of 1.258p per Ordinary Share on 12 July 2018, being the latest Dealing Day prior to the publication of this announcement and a premium of 0.8 per cent. to the closing middle market price of 124p per Ordinary Share, being the latest Dealing Day before the announcement of the possible fundraising on 2 July 2018. The Placing Shares will represent 32.4 per cent. of the Company's issued ordinary share capital immediately following Admission (assuming the maximum number of Placing Shares are issued pursuant to the Placing).

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, Resolution numbered 1 in the Notice of the General Meeting being passed. The allotment of the Additional EIS/VCT Shares is also conditional on the receipt of Additional VCT Advanced Assurance by the Company.

The Placing Agreement contains warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in this announcement 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 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, whether or not arising in the usual course of business and whether or not foreseeable.

Settlement and dealings

As noted above, the EIS/VCT Placing is not conditional on the receipt of the Additional VCT Advanced Assurance by the Company. Accordingly, subject to satisfaction of the other conditions to the Placing, Admission of the EIS/VCT Shares will take place at 8.00 a.m. on 2 August 2018, being the Business Day following the General Meeting.

The Additional EIS/VCT Placing is conditional on receipt of the Additional VCT Advanced assurance by the Company. Whilst the Non EIS/VCT Placing is not conditional the receipt of the Additional VCT Advanced Assurance, the allotment and Admission of the Non EIS/VCT Shares cannot take place before the allotment of the Additional EIS/VCT Shares. Accordingly, depending on the timing of receipt of the Additional VCT Advanced Assurance, there could be different allotment and Admission dates for the different tranches of Placing Shares.

In the event that the Additional VCT Advanced Assurance is obtained by no later than 5.00 p.m. on the Business Day prior to the General Meeting, subject to satisfaction of the other conditions to the Placing, Admission of all of the Placing Shares will take place at the same time, which is anticipated to occur at 8.00 a.m. on 2 August 2018, being the Business Day following the General Meeting.

However, if the Additional VCT Advanced Assurance has not been obtained by no later than 5.00 p.m. on the Business Day prior to the General Meeting, then the issue of the Additional EIS/VCT Shares and the Non EIS/VCT Shares would be delayed and Admission of the Additional EIS/VCT Shares and Non EIS/VCT Shares would occur on the third Business Day following receipt of Additional VCT Advanced Assurance.

The Long Stop Date is 13 September 2018. In the event that the Additional VCT Advanced Assurance has not been received before the Long Stop Date (or at such time as HMRC has informed the Company that such approval will not be obtained), then the Additional EIS/VCT Placing will not complete, but the Non EIS/VCT Placing will complete, the Non EIS/VCT Shares will be issued and Admission of the Non EIS/VCT Shares will take place at latest on the Long Stop Date.

The Company will issue an announcement should Additional VCT Advanced Assurance be obtained.

The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Use of proceeds

The Directors intend that the net proceeds of the Placing received by the Company will be used primarily for the following purposes:

(a) to extend the Company's Clinical Education Program both by the Company and in conjunction with select distribution partners globally;

(b) increase the number of distribution agreements with third parties and partners worldwide;

   (c)        accelerate the roll out of its products; 

(d) extend the Company's existing manufacturing capability to support the extension of the Clinical Education Program and product roll out;

   (e)        increase product line / range; 
   (f)         accelerate US roll out by seeking to establish a presence in the United States; 

(g) strengthen the Company's balance sheet to support distribution and strategic partnerships; and

   (h)        to facilitate the exploration of potential strategic M&A. 

Related party transaction

The following substantial Shareholder (being a Shareholder holding 10 per cent. or more of the Company's Ordinary Shares as at 12 July 2018, the latest practicable date prior to the date of this announcement) are participating in the Placing as described below:

 
 Shareholder          Number     Percentage          Amount        Number      Number of       Percentage 
                 of Existing    of Existing      subscribed    of Placing       Ordinary      of enlarged 
                    Ordinary       Ordinary                        Shares    Shares held    share capital 
                      Shares         Shares                                    including                * 
                                                                             the Placing 
                                                                                  Shares 
 Canaccord 
  Genuity 
  Group Inc.      12,962,525           16.0   GBP10,206,875     8,165,500     20,128,025             17.6 
 

* assuming the maximum number of Placing Shares are issued pursuant to the Placing

The participation by the Shareholder referred to above in the Placing is classified as a related party transaction for the purposes of the AIM Rules by virtue of such Shareholder being a substantial shareholder (as defined in the AIM Rules for Companies) in the Company. The Directors, having consulted with Cenkos, the Company's Nominated Adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

The General Meeting

Set out at the end of the Circular is a notice convening the General Meeting to be held on 1 August 2018 at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EB at 10.00 a.m., at which the Resolutions will be proposed.

Resolution 1, which will be proposed as a special resolution, is to authorise the Directors to allot the Placing Shares in connection with the Placing otherwise than in accordance with the Shareholders' statutory pre-emption rights (which would otherwise apply in the case of new issues for cash), provided that such authority shall expire on 31 December 2018. The Placing is conditional on the passing of Resolution 1.

Resolution 2, which will be proposed as an ordinary resolution, and which is conditional on the completion of the Placing, is to generally authorise the Directors to allot relevant securities having an aggregate nominal value of up to:

   (a)           GBP11,091.939 in connection with the exercise of options existing at the date of this announcement; 

(b) GBP11,836.24 in connection with the grant (and exercise) of options in favour of employees or consultants to the Group (such that, together with the existing options granted on or after IPO, options granted on or after IPO shall not exceed 15% of the issued share capital of the Company following Admission);

(c) GBP39,974.36 (representing approximately one third of the issued ordinary share capital following Admission; and

(d) to further allot relevant securities up to an aggregate nominal amount of GBP39,974.36 in connection with an offer by way of rights issue (when taken together with the authority pursuant to paragraph (c), representing approximately two thirds of the issued share capital of the Company following Admission),

provided that in each case such authority shall expire on the date falling 18 months after the date of the resolution of the next annual general meeting of the Company, whichever is the earlier. This resolution replaces the allotment authority obtained at the Company's last annual general meeting.

Resolution 3, which will be proposed as a special resolution and which is subject to and conditional upon the passing of Resolution 2 and the completion of the Placing, grants to the Directors authority to allot equity securities for cash on a non-pre-emptive basis up to an aggregate nominal amount of:

   (a)           GBP11,091.939 in connection with the exercise of options existing at the date of this announcement; 

(b) GBP11,836.24 in connection with the grant (and exercise) of options in favour of employees or consultants to the Group (such that, together with the existing options granted on or after IPO, options granted on or after IPO shall not exceed 15 per cent. of the issued ordinary share capital of the Company following Admission);

(c) GBP11,992.31 (representing approximately 10 per cent. of the issued share capital following Admission),

provided that such authority shall expire on the date falling 18 months after the date of the resolution or the next annual general meeting of the Company, whichever is the earlier. This resolution replaces the allotment authority obtained at the Company's last annual general meeting.

Placing statistics

 
 Placing Price                                                        125p 
 Number of Existing Ordinary Shares                             81,123,065 
 Number of Placing Shares being issued by the Company           38,800,000 
  pursuant to the Placing                                                * 
 Number of Ordinary Shares in issue following Admission        119,923,065 
                                                                         * 
 Percentage of the existing issued ordinary share 
  capital of the Company being placed pursuant to 
  the Placing                                                        47.8% 
 Total proceeds of the Placing                             GBP48.5 million 
                                                                         * 
 Estimated expenses of the Placing                         GBP2.5 million* 
 Estimated net proceeds of the Placing receivable           GBP46 million* 
  by the Company 
 

* assuming the maximum number of Placing Shares are issued pursuant to the Placing

Expected timetable of principal events

 
 Publication of this announcement and the circular             13 July 2018 
 Latest time and date for receipt of Form of               10.00 a.m. on 30 
  Proxy                                                           July 2018 
 General Meeting                                     10.00 a.m. on 1 August 
                                                                       2018 
 

DEFINITIONS

 
 "Act"                 the Companies Act 2006 (as amended) 
 "Additional           the same date as the Non EIS/VCT Admission Date 
  EIS/VCT Admission 
  Date" 
 "Additional           the advanced assurance (or other form of comfort) 
  VCT Advanced          to be received from HMRC in respect of the tax 
  Assurance"            relief available to the Placees applying for Additional 
                        EIS/VCT Shares anticipated to constitute a qualifying 
                        holding for VCT purposes 
 "Additional           the second tranche of Placing Shares to be issued 
  EIS/VCT Placing"      in respect of which either (i) EIS relief is to 
                        be claimed or (ii) consisting of shares anticipated 
                        to be a qualifying holding for VCT purposes 
 "Additional           the Ordinary Shares to be issued pursuant to the 
  EIS/VCT Shares"       Additional EIS/VCT Placing 
 "Admission"           admission of the Placing Shares to trading on 
                        AIM becoming effective in accordance with Rule 
                        6 of the AIM Rules 
 "AIM"                 the AIM Market operated by the London Stock Exchange 
 "AIM Rules"           the AIM Rules for Companies published by the London 
                        Stock Exchange from time to time 
 "Cenkos"              Cenkos Securities plc 
 "certificated         an Ordinary Share recorded on a company's share 
  form" or "in          register as being held in certificated form (namely, 
  certificated          not in CREST) 
  form" 
 "Company"             Creo Medical Group plc, a company incorporated 
                        and registered in England and Wales under the 
                        Companies Act 2006 with registered number 10371794 
 "CREST"               the relevant system (as defined in the CREST Regulations) 
                        in respect of which Euroclear is the operator 
                        (as defined in those regulations) 
 "CREST Regulations"   the Uncertificated Securities Regulations 2001 
                        (S.I. 2001 No. 3755) 
 "Dealing Day"         a day on which the London Stock Exchange is open 
                        for business in London 
 "Directors"           the directors of the Company or any duly authorised 
  or "Board"            committee thereof 
 "EIS"                 the UK enterprise investment scheme 
 "EIS/VCT Admission    the EIS/VCT Admission Date shall be the Business 
  Date"                 Day following the satisfaction (or waiver) by 
                        Cenkos of the conditions set out under clause 
                        2.1 of the Placing Agreement (other than the condition 
                        requiring Additional VCT Advanced Assurance to 
                        be obtained), anticipated to be the Business Day 
                        following the General Meeting (2 August 2018) 
 "EIS/VCT Placing"     the first tranche of Placing Shares in respect 
                        of which either (i) EIS relief is to be claimed 
                        or (ii) consists of a qualifying holding for VCT 
                        purposes 
 "EIS/VCT Shares"      the Ordinary Shares to be issued pursuant to the 
                        EIS/VCT Placing 
 "Euroclear"           Euroclear UK & Ireland Limited, the operator of 
  "Existing Ordinary    CREST 
  Shares" 
                        the 81,123,065 Ordinary Shares in issue, all of 
                        which are admitted to trading on AIM 
 "FCA"                 the UK Financial Conduct Authority 
 "FDA"                 the US Food and Drug Administration 
 "Form of Proxy"       the form of proxy for use in connection with the 
                        General Meeting 
 "FSMA"                the Financial Services and Markets Act 2000 (as 
                        amended) 
 "General Meeting"     the general meeting of the Company to be held 
                        at the offices of Osborne Clarke LLP, One London 
                        Wall, London EC2Y 5EB at 10.00 a.m. on 1 August 
                        2018 
 "Group"               the Company and its subsidiaries 
  "HMRC"                Her Majesty's Revenue and Customs (which shall 
                        include its predecessors, the Inland Revenue and 
                        HM Customs and Excise) 
 "IPO"                 the admission of the Company's Ordinary Shares 
                        to trading on AIM, effective on 9 December 2016 
 "London Stock         London Stock Exchange plc 
  Exchange" 
 "Long Stop            13 September 2018 
  Date" 
 "Non EIS/VCT          a) if Additional VCT Advanced Assurance has been 
  Admission Date"       obtained on or prior to 5.00 p.m. on the Business 
                        Day before the General Meeting, the Non EIS/VCT 

                        Admission Date shall be the same date as the EIS/VCT 
                        Admission Date; or 
                        b) otherwise, the Non EIS/VCT Admission Date shall 
                        be the third Business Day following the date on 
                        which all of the conditions under clause 2.1 of 
                        the Placing Agreement (including, for the avoidance 
                        of doubt, the conditions requiring Additional 
                        VCT Advanced Assurance to be obtained) have been 
                        satisfied (or waived) by Cenkos; 
                        c) provided that in the event that Additional 
                        VCT Advanced Assurance has not been received by 
                        5.00 p.m. on the Business Day before the Long 
                        Stop Date, the Non EIS/VCT Admission Date shall 
                        be the Long Stop Date (13 September 2018) 
 "Non EIS/VCT          the third tranche of Placing Shares to be issued 
  Placing"              which do not constitute EIS/VCT Shares or Additional 
                        EIS/VCT Shares 
 "Notice of            the notice convening the General Meeting which 
  General Meeting"      is set out at the end of this document 
 "Ordinary Shares"     ordinary shares of GBP0.001 each in the capital 
                        of the Company 
 "Placing"             the EIS/VCT Placing, the Additional EIS/VCT Placing 
                        and the Non EIS/VCT Placing 
 "Placing Agreement"   the conditional agreement dated [13] July 2018 
                        and made between (1) the Company and (2) Cenkos 
                        in relation to the Placing, further details of 
                        which are set out in this document 
 "Placing Price"       125 pence per Placing Share 
 "Placing Shares"      the EIS/VCT Shares, the Additional EIS/VCT Shares 
                        and the Non EIS/VCT Shares 
 "Prospectus           the prospectus rules made by the FCA pursuant 
  Rules"                to section 73A of the FSMA 
 "Resolutions"         the resolutions set out in the Notice of General 
                        Meeting 
 "Shareholders"        holders of Ordinary Shares 
 "UK"                  the United Kingdom of Great Britain and Northern 
                        Ireland 
 "US"                  the United States of America 
 "uncertified"         an Ordinary Share recorded on a company's share 
  or "in uncertified    register as being held in uncertificated form 
  form"                 in CREST and title to which, by virtue of the 
                        CREST Regulations, may be transferred by means 
                        of CREST 
 "VCT"                 venture capital trust 
 

Cautionary note regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

Important information

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the proposed Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Cenkos or for advising any other person in respect of the proposed Placing or any transaction, matter or arrangement referred to in this announcement. Cenkos's responsibilities as the Company's nominated adviser and broker are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the FSMA or the regulatory regime established thereunder, Cenkos does not accept any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing. Cenkos accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

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 [e-mail] or visit www.rns.com.

END

IOERTMJTMBBBTFP

(END) Dow Jones Newswires

July 13, 2018 02:00 ET (06:00 GMT)