Creo Medical Group PLC Proposed Placing, Launch of ABB, Retail Offer

RNS Number : 3040G

Creo Medical Group PLC

30 September 2024

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

30 September 2024

 

Creo Medical Group plc

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

 

Proposed Placing to raise a minimum of £12 million

Launch of Accelerated Bookbuild

Proposed Retail Offer to raise up to approximately £5 million

 

Creo Medical Group plc (AIM: CREO), a medical device company focused on the emerging field of surgical endoscopy for cancer and pre-cancer patients, is pleased to announce a proposed placing by way of an accelerated bookbuild to raise a minimum of £12 million via a conditional placing of new ordinary shares of 0.1 pence each at the Issue Price of 24 pence per share to certain institutional and other investors. The Placing, which is being conducted by way of an accelerated bookbuild, will commence immediately following this Announcement and is expected to close later today. 

 

Furthermore, the Company is proposing to carry out a separate retail offer of up to 20,833,333 new Ordinary Shares at the Issue Price. The Retail Offer will be available to existing UK-based retail shareholders via the Bookbuild Platform. The Retail Offer will provide Retail Shareholders with an opportunity to participate in Creo's fundraising plans. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.

 

The Directors have been exploring multiple options to secure non-dilutive and/or strategic funding for the business through commercial and business development means. The Company announced on 18 September 2024 the sale of a 51% controlling interest in the Group's European subsidiary, Creo Medical Europe, for approximately €36.7m. The Sale is subject to a number of regulatory clearances, including Chinese Outward Direct Investment ("ODI"), and the timing of the cash proceeds from the Sale are anticipated in Q1 2025. The Placing is being undertaken to mitigate against the completion risk of the Sale.

 

Transaction Highlights

·      Placing to raise a minimum of £12 million via a conditional issue of new Ordinary Shares at the Issue Price.

 

·      In addition to the Placing, the Retail Offer to raise gross proceeds of up to £5 million via the issue of up to 20,833,333 Retail Offer Shares at the Issue Price. For the avoidance of doubt, the Retail Offer is not part of the Placing.

 

·      The Placing is to be conducted by way of an accelerated bookbuild process, which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix 1 to and as otherwise provided in this Announcement.

 

·      The Issue Price of 24 pence represents a discount of approximately 10.28 per cent. to the closing mid-market price of 26.75 pence on 27 September 2024 and a discount of approximately 21.47 per cent. to the 30-day VWAP up to and including 27 September 2024 of 30.56 pence.

 

·      Certain Directors have indicated an intention to participate in the Placing of an aggregate of approximately £750,000.

 

·      The net proceeds from the Fundraising are intended to be used by Creo and its Group to:

§ provide the working capital required as a mitigation against the divestment completion risk

§ continue to develop Creo's technology to meet exponential growth in usage demand from current Speedboat usage growth pattern and roll-out new products into the market

§ provide balance sheet strength for future growth as Creo continues to roll out its defined med-tech strategy.

 

·      On completion of the Placing and receipt of the Sale proceeds, the Directors anticipate that the Company will have cash resources in excess of £40 million and be sufficiently well-funded to reach profitability

 

·      Completion of the Fundraising is conditional, inter alia, upon Shareholder approval at the General Meeting to be held on or around 18 October 2024.

 

·      Cavendish and Deutsche Numis are acting as joint bookrunners and joint brokers in relation to the Fundraising.

 

A circular, containing further details of the Fundraising and Notice of General Meeting to be held at the offices of Osborne Clarke LLP at Halo, Counterslip, Bristol BS1 6AJ at 10.00 a.m. on 18 October 2024 to, inter alia, approve the Resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 1 October 2024 (the "Circular"). Following its publication, the Circular will be available on the Company's website at https://www.creomedical.com/investors. Defined terms used in this announcement are set out at the end of the announcement.

 

Craig Gulliford, Chief Executive Officer of Creo, said: "The net proceeds from the Fundraising will be instrumental in accelerating the growth of our technology, ensuring we can meet the increasing global demand for Speedboat and further develop and scale our product offerings, strengthening our balance sheet and leaving the Company well-funded to reach profitability. This is will also allow us to maximise the growth opportunities we have with our strategic partners. both of whom will help drive the growth of our core products and core revenues."

 

"With the anticipated completion of the Fundraising, we are strongly positioned to continue our mission of improving outcomes for patients and their doctors, delivering sustained value for shareholders, and we thank our shareholders for their support."

 

The person responsible for arranging the release of this Announcement on behalf of the Company is Richard Rees, a Director of the Company.

 

For further information, please visit www.creomedical.com or contact:

 

Creo Medical Group plc	www.creomedical.com
Richard Rees (CFO)	[phone]
Cavendish Capital Markets Limited (Nominated Adviser, Joint Bookrunner and Joint Broker)	[phone]
Stephen Keys / Camilla Hume / George Lawson (NOMAD)
Michael Johnson (Sales)
Deutsche Numis (Joint Bookrunner and Joint Broker) Freddie Barnfield / Duncan Monteith / Euan Brown William Baunton (ECM)	[phone]
Walbrook PR Ltd	Tel: [phone] or [e-mail]
Paul McManus / Sam Allen / Phillip Marriage	Mob: [phone] [phone]

 

 

Details of the Fundraising

Cavendish Capital Markets Limited ("Cavendish") and Numis Securities Limited (t/a Deutsche Numis) ("Deutsche Numis" and, together with Cavendish, the "Banks") are acting as joint bookrunners and joint brokers in relation to the Placing and Admission. The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement or as otherwise agreed with Placees.

 

The Banks will today commence the Bookbuilding Process in respect of the Placing. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the Bookbuilding Process.

 

The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process and allocations thereunder are at the absolute discretion of the Banks, having consulted with the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten.

 

The Banks reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. 

 

In addition, the Company is providing the opportunity to subscribe for Retail Offer Shares at the Issue Price. Individuals subscribing for shares under the Retail Offer should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer. The Retail Offer is not being underwritten. 

 

The Circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions, is expected to be despatched to Shareholders on or around 1 October 2024 and the Circular, once published, will be available on the Company's website at www.creomedical.com/investors.

 

The Fundraising and the issue of the New Ordinary Shares are conditional upon, among other things, the Resolutions being duly passed by Shareholders at the General Meeting.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

 

Admission, Settlement and CREST

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and a further announcement will be made in due course.

 

Subject to the passing of the Resolutions, settlement for the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 21 October 2024 (or such later time and/or date as Cavendish and Deutsche Numis may agree with the Company not being later than 8.00 a.m. on 11 November 2024). In addition to the passing of the Resolutions, the Fundraising is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

 

Appendix 1 sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

 

This Announcement should be read in its entirety.

 

Expected Timetable for the Fundraising

 

Publication of the Circular and Form of Proxy	1 October 2024
Closing of the Retail Offer and announcement of the result of the Retail Offer	4.30 p.m. on 7 October 2024
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	10.00 a.m. on 16 October 2024
General Meeting	10.00 a.m. on 18 October 2024
Results of the General Meeting announced	18 October 2024
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on 21 October 2024
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	8.00 a.m. on 21 October 2024
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	By 3 November 2024

 

Notes:

-	Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Cavendish and Deutsche Numis. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
-	All of the above times refer to London time unless otherwise stated.
-	All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

 

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

 

 

FURTHER INFORMATION

 

BACKGROUND TO AND REASONS FOR THE FUNDRAISING

 

On 18 September 2024, the Company announced that it had entered into a binding agreement with Micro-Tech (NL) International B.V., a wholly owned subsidiary of Micro-Tech, for the sale of 51 per cent. of the issued share capital of Creo Europe, a wholly owned subsidiary of Creo, at an equity value of €72 million on a cash-free, debt-free basis (the "Sale"). The net proceeds payable to Creo from the Sale are expected to be approximately €30m and will be payable on completion. Completion of the Sale is contingent on, inter alia, Micro-Tech obtaining Outbound Direct Investment clearance in China along with Foreign Direct Investment clearances in Spain, France, Belgium and Germany. Whilst the Directors expect that completion will take place during Q1 2025, there is no certainty as to receipt or timing of receipt of the necessary approvals to enable completion. The Board is mindful that this and other geo-political risks could pose a risk to the completion of the Sale. The Board is also mindful that, as stated within the Company's FY23 results in May 2024, the Company has a requirement for funding prior to the year end. Accordingly, the Directors are pursuing the Fundraising in order to mitigate against these risks.

 

The Directors expect that the Company's cash at the 31 December 2024, excluding the net proceeds of the Fundraising, will be approximately £2.5 million. This is predominantly due to the following reasons:

 

-       Kamaptive revenue: as previously announced the Company's collaboration agreement with Intuitive was amended to accelerate the commercial roll-out of the MicroBlate Flex device on Intuitive's Ion Endoluminal System ("Ion") starting in H2 24. Whilst this amendment could bring forward commercial revenues for MicroBlate Flex by 18 months, it has resulted in the phase 3 development stage being paused and, in the absence of the Company signing an additional Kamaptive licence agreement with a partner for its vessel sealing technology, approximately £3 million of milestone payments that were expected in 2023/24 will not now be forthcoming. New Robotic agreements remain in negotiation but cannot be guaranteed in the short term;

 

-       R&D Tax Credits: Changes to HMRC R&D credits system, as a result of the 2023 budget, have reduced cash receivable by the Company by over £3 million in the last 18 months; and

 

-       Growth in core Creo products: revenue from core Creo products has grown by c.85% with new product launches. Nevertheless, growth has been lower than management expected resulting in c.£2 million of reduced cash inflows during 2023 and 2024.

 

The Company continues to proactively manage its cost base and is taking steps to reduce it by a further £5 million as a result of: completing the current robotic prototype work, increasing the proportion of outsourced development and a reduction in the general and administrative costs associated with Creo Europe following its deconsolidation post completion of the Sale.

 

In light of the above, and assuming completion of the Sale, the deconsolidation of Creo Europe and based on its expectation of current core Creo sales growth, the Board now expects the Company to achieve EBITDA breakeven in 2028 and that following completion of the proposed Placing and including receipt of the Sale proceeds, the Company will have cash resources in excess of £40 million and be sufficiently well-funded to reach profitability.

 

The Company intends to use the net proceeds of the Fundraising to:

 

●	strengthen the Company's balance sheet
●	mitigate against the risk that the completion of the Sale is delayed, or does not happen, either due to necessary approvals not being forthcoming or from other geo-political risks as well as to address the funding requirement identified within the Company's FY23 results in May 2024; and
●	support the Company's growth strategy by facilitating additional clinical data to support ongoing commercial and reimbursement discussions.

 

 

CURRENT TRADING AND PROSPECTS

 

On 30 September 2024, the Company announced its interim results for the six months ended 30 June 2024, a copy of which is available on the Company's website at https://www.creomedical.com/en/investors/.

 

The launch of the Speedboat UltraSlim in late 2023 was a significant milestone for the business and helped the Company achieve record core technology sales for H1-24 with growing users, utilisation and a strong pipeline of clinicians waiting to be trained. Over the next six to 12 months, the Board expects to see a continued rate of commercial progress with Speedboat UltraSlim.

 

The Company has recently undertaken a number of cases using its SpydrBlade technology, which delivers laparoscopic cut and coagulate functionality through an endoscopic device, and it expects to launch this device later this year via its core sales channels. The Company is also developing the same technology for potential use with robotic partners. The technology continues to demonstrate advantages in the world of robotic surgery, as it can provide the laparoscopic advanced energy and device performance beyond the complex wrist of a surgical robot.

 

Creo continues to work with Intuitive as part of their agreement aimed at revolutionising the treatment of lung cancer through the combined use of its MicroBlate Flex device with Intuitive's ION robot. Whilst invasive microwave ablation of diseased tissue in the lung is an established technology, the Creo/Intuitive system is the only robotically controlled non-invasive microwave ablation solution worldwide. The amendment to the agreement with Intuitive in 2024 covers the introduction of the combined system into six more hospitals with Intuitive into 2025 to further demonstrate the safety profile of the combined use of MicroBlate and Ion. This is alongside the ongoing clinicial study launched in 2023, where the combined use of MicroBlate and Ion is already gathering results. Ion has a growing installation base of over 500 robots worldwide and this number is expected to increase significantly as lung cancer screening programs expand. The precision and accuracy of Ion in deploying diagnostic and now ablation tools into small nodules in remote areas of the lung opens up, what the Board believes to be, an exciting opportunity through our partnership with Intuitive.

 

Training requirements for MicroBlate Flex are significantly less than for Speedboat. With the significant potential market size for both consumables and generators for the lung ablation target market, and with the start of a controlled market release of the product already underway with Intuitive, the Board is excited by the potential for the Creo's MicroBlate Flex device.

 

As the Group continues to execute against its strategy and deliver operational milestones the Board's confidence in the Company's future is strengthened by the Group's ability to:

 

●	put the CROMA platform and suite of devices in the hands of more clinicians to allow more patients to be treated in an increasing number of locations around the world;
●	convert clinicians trained via the Group's Pioneer Training Programme into users in addition to continuing to provide simultaneous multijurisdictional training courses on current and future devices; and
●	engage with third parties to license the Group's Kamaptive technology.

 

DETAILS OF THE PLACING

 

The Company is raising £12 million (before expenses) by the conditional Placing of 50,000,000 new Ordinary Shares at the Issue Price by Cavendish and Deutsche Numis, as agents for the Company, with the Placees.

 

The Placing is conditional, inter alia, upon:

 

●	the passing of the Resolutions at the General Meeting by Shareholders;
●	the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and
●	Admission becoming effective by no later than 8.00 a.m. on 21 October 2024 or such later time and/or date (being no later than 8.00 a.m. on 11 November 2024) as Cavendish, Deutsche Numis and the Company may agree.

 

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter. The Placing and the Retail Offer are not being underwritten. Nor is the Placing conditional on the Retail Offer taking place.

 

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

 

THE PLACING AGREEMENT

 

Pursuant to the terms of the Placing Agreement, the Banks, as agents for the Company, have conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares. The Banks have conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price. Neither the Placing or the Retail Offer has been underwritten by the Banks. The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 21 October (or such later time and/or date as Cavendish and Deutsche Numis may jointly agree, but in any event by no later than 8.00 a.m. on 11 November 2024).

 

The Placing Agreement contains customary warranties from the Company in favour of the Banks in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify the Banks in relation to certain defined liabilities that it may incur in respect of the Fundraising.

 

The Banks have the right to terminate the Placing Agreement in certain circumstances prior to the Admission, in particular, in the event that any of the warranties in the Placing Agreement were untrue or inaccurate, or were misleading when given or in the event of a material adverse change affecting the business, financial trading position or prospects of the Company or the Group as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement.

 

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Fundraising and the Admission including all legal and other professional fees and expenses.

 

The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

 

The Retail Offer

 

The Company values its Retail Shareholder base and believes that it is appropriate to provide eligible Retail Investors in the United Kingdom with the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries

 

Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

 

Existing Retail Shareholders can contact their broker or wealth manager ("intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild Platform, be approved by the Retail Offer Coordinator as an intermediary in respect of the Retail Offer, and agree to the final terms and terms and conditions of the Retail Offer, which regulate the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/ or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

 

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

 

The Retail Offer will open to eligible investors in the United Kingdom at 3.50 p.m. on 30 September 2024. The Retail Offer is expected to close at 4.30 p.m. on 7 October 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

 

The Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the Retail Offer.

 

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/ 1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time).

 

The aggregate total consideration for the Retail Offer does not exceed €8 million (or the equivalent in £) and therefore the exemption from the requirement to publish a prospectus, as set out in section 86(1) FSMA, will apply.

 

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

 

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

 

Conditional on completion of the Placing and Admission, up to 20,833,333Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £5million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

 

Further details of the Retail Offer will be set out in the Circular.

 

Recommendation

 

For the reasons set out above and in order to support the Group's progress towards profitability, the Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously, and encourage strongly, Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting. The Directors draw Shareholders' attention to paragraph 11 in the Circular above (Action to be Taken) and emphasise the importance of Shareholders following these instructions in order to ensure that the Fundraising completes successfully.

 

If Shareholders do not approve the Resolutions, the Company would not receive the proceeds from the Fundraising and, in such circumstances, and should the proceeds from the Sale not be received until Q1 2025, the Company would be obliged to seek other forms of funding or explore other corporate options that may provide funding by the end of the current financial year. There can be no certainty that the Company would be able to find other forms of funding on commercially acceptable terms or at all in the timeframe required.

 

The Directors therefore believe that it is important that Shareholders vote in favour of the Resolutions, and confirm that they intend to vote in favour of the Resolutions in respect of their beneficial holdings (over which they retain voting discretion) amounting, in aggregate, to 11,764,814 Existing Ordinary Shares, representing approximately 3.25 per cent. of the existing issued Ordinary Share capital of the Company.

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in Appendix 1 below.

 

Appendix 1 to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

 

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129/EU AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN CREO MEDICAL GROUP PLC.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

THE COMPANY'S JOINT BROKERS, CAVENDISH CAPITAL MARKETS LIMITED AND NUMIS SECURITIES LIMITED (T/A DEUTSCHE NUMIS), WHO ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE PLACING SET OUT IN THIS ANNOUNCEMENT. NEITHER CAVENDISH NOR DEUTSCHE NUMIS HAS ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.

 

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.

 

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, either Joint Broker or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and each Joint Broker to inform themselves about and to observe any such restrictions.

 

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

 

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Joint Broker or any other applicable body in the Republic of Ireland or the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, the Republic of Ireland, or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

 

The Company proposes to raise capital by way of a Placing and Retail Offer.

 

By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 1.

 

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

 

1.	it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2.	in the case of a Relevant Person in a Relevant State who acquires any Placing Shares pursuant to the Placing:
2.1.		it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;
2.2.		in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:
2.2.1.			the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
2.2.2.			where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
3.	in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
3.1.		it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation;
3.2.		in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
3.2.1.			the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or
3.2.2.			where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
4.	it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
5.	it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 1; and
6.	except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Fundraising or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Publicly Available Information and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

 

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, either Joint Broker or any other person and none of the Company, the Joint Brokers or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placees should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Details of the Placing Agreement and the Placing Shares

The Joint Brokers have today entered into a Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Brokers, each as agent for and on behalf of the Company, have each agreed to use their reasonable endeavours to procure placees for the Placing Shares at the Issue Price of 24 pence per Placing Share.

 

The Placing Shares will, when issued, be subject to the Articles and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares.

 

Application for admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM.

 

It is expected that Admission will take place no later than 8.00 a.m. on 21 October 2024 and that dealings in the Placing Shares on AIM will commence at the same time.

 

Principal terms of the Placing

 

1.	The Joint Brokers are acting as joint brokers to the Company in respect of the Placing, as agent for and on behalf of the Company. Each of the Joint Brokers is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to each of the Joint Broker's customers or for providing advice in relation to the matters described in this Announcement.
2.	Participation in the Placing will only be available to persons who may lawfully be and are invited by a Joint Broker to participate. The Joint Brokers and any of their respective affiliates are entitled to participate in the Placing as principal.
3.	The price per Placing Share is 24 pence and is payable to the Joint Brokers as agents of the Company by all Placees.
4.	Subject to the Company's final approval, each Placee's allocation is determined by a Joint Broker following consultation with the Company and has been or will be confirmed orally by the relevant Joint Broker, as applicable, and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Broker and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix 1 and in accordance with the Articles. Except with the prior written consent of the relevant Joint Broker, such commitment will not be capable of variation or revocation at the time at which it is submitted.
5.	Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by the relevant Joint Broker. The terms of this Appendix 1 will be deemed incorporated in that form of confirmation.
6.	Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Brokers as agent for the Company, to pay to it (or as they may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
7.	Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8.	All obligations of each of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
9.	By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10.	To the fullest extent permissible by law and applicable FCA rules, none of (a) the Joint Brokers, (b) any of their respective affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with the Joint Brokers as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Brokers), (e) any person acting on behalf of the Joint Brokers, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither of the Joint Brokers nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct in relation to the Fundraising or of such alternative method of effecting the Fundraising as the Joint Brokers and the Company may agree.

 

Registration and Settlement

 

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by the Joint Brokers (or either one of them), as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to the Joint Brokers.

 

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Joint Brokers in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Broker.

 

Settlement of transactions in the Placing Shares (ISIN: GB00BZ1BLL44) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 21 October 2024 unless otherwise notified by the Joint Brokers and Admission is expected to occur no later than 8.00 a.m. on 21 October 2024 unless otherwise notified by the Joint Brokers. Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Brokers may agree that the Placing Shares should be issued in certificated form. The Joint Brokers reserve the right to require settlement of the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing base rate of the Joint Broker of England as determined by the Joint Brokers.

 

Each Placee agrees that if it does not comply with these obligations, the Joint Brokers may sell, charge by way of security (to any funder of the Joint Brokers) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for either the Joint Brokers' own accounts and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by the Joint Brokers as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

 

The obligations of the Joint Brokers under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

 

(a)	Admission taking place not later than 8.00 a.m. on 21 October 2024 or such later date as is agreed in writing between the Company and the Joint Brokers, but in any event not later than the Long Stop Date;
(b)	the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission;
(c)	there not occurring, in the opinion of the Joint Brokers (acting in good faith), a Material Adverse Change, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
(d)	the general meeting to be held by the Company having taken place, no adjournment of the general meeting having occurred without the prior written consent of the Joint Brokers and the relevant resolutions having been passed at the general meeting without amendment;
(e)	application having been made to Euroclear for admission of the New Ordinary Shares to CREST as participating securities and no notification having been received from Euroclear on or before Admission becoming effective that such admission or the continued admission of the New Ordinary Shares as participating securities has been or is to be refused or revoked;
(f)	satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement,
	(all conditions to the obligations of the Joint Brokers included in the Placing Agreement being together, the "conditions ").

 

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Brokers may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

 

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

 

Certain conditions may be waived in whole or in part by the Joint Brokers, in their absolute discretion, by notice in writing to the Company and the Joint Brokers may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Either Joint Broker may terminate the Placing Agreement in certain circumstances, details of which are set out below.

 

Neither of the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Brokers.

 

Termination of the Placing

Either Joint Broker may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

 

1	any of the warranties in the Placing Agreement were untrue or inaccurate, or were misleading when given; or
2	the Company fails to comply with its obligations under the Placing Agreement where such failure is material in the context of the Fundraising or Admission; or
3	any statement of material fact contained in the Placing Documents has become or been discovered to be untrue, inaccurate or misleading in any respect or there has been a material omission from the Placing Documents; or
4	a matter, fact, circumstance or event has arisen such that in the opinion of the Joint Brokers (acting in good faith) a supplementary circular and/or supplementary press announcement is required to be published; or
5	a Material Adverse Change (as defined in the Placing Agreement) has occurred which, in the opinion of either of the Joint Brokers (acting in good faith), would or would be likely to prejudice materially the Company or the transaction or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable.

 

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

 

By participating in the Placing, each Placee agrees with the Company and each Joint Broker that the exercise by the Company or either Joint Broker of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company and / or the relevant Joint Broker and that none of the Company nor the Joint Brokers need make any reference to such Placee and that none of the Company, the Joint Brokers nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

 

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by either Joint Broker of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Lock-up Arrangements

The Company has undertaken to each of the Joint Brokers that, during the period ending 90 days after the date of Admission, it will not without the prior written consent of the Joint Brokers allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share in the capital of the Company (save for the allotment and issue of New Ordinary Shares pursuant to the Fundraising, the grant and exercise of options pursuant to the option schemes, agreements and arrangements disclosed in the audited accounts of the Company for the 12-month period to 31 December 2023 and/or the Circular (together with, for avoidance of doubt, any new grant of options to employees or consultants pursuant to existing share option schemes)).

By participating in the Placing, each Placee agrees that the exercise by the Joint Brokers of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and that it need not make any reference to, or consult with, any Placee and that it shall have no liability to any Placee whatsoever in connection with any such exercise of the power to grant consent.

 

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where the Joint Brokers expressly agree in writing to the contrary):

 

1.	it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Fundraising, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2.	it has not received a prospectus or other offering document in connection with the Fundraising and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation; and (b) has been or will be prepared in connection with the Fundraising;
3.	the ordinary shares in the capital of the Company are admitted to trading on AIM, and that, in addition to complying with its obligations pursuant to MAR, the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4.	it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of the Joint Brokers, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
5.	neither the Joint Brokers nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6.	(a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information;
	(b) none of the Company, the Joint Brokers nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
	(c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
	(d) has not relied on any investigation that either Joint Broker or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
7.	the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither of the Joint Brokers nor any persons acting on behalf of them are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix 1 shall exclude any liability of any person for fraudulent misrepresentation;
8.	the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;
9.	it and/or each person on whose behalf it is participating:
9.1		is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
9.2		has fully observed such laws and regulations;
9.3		has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
9.4		has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix 1) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
10.	it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
11.	the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
12.	it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
13.	it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
14.	it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Fundraising in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
15.	none of the Joint Brokers, nor its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Fundraising and that participation in the Fundraising is on the basis that it is not and will not be a client of either of the Joint Brokers and that neither Joint Broker has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Fundraising nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
16.	it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to the Joint Brokers for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Brokers may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
17.	no action has been or will be taken by any of the Company, either Joint Broker or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
18.	the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. None of the Company or the Joint Brokers will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and the Joint Brokers in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of a Joint Broker or transferred to a CREST stock account of a Joint Broker, whereupon the relevant Joint Broker will hold them as a nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
19.	it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and each of the Joint Brokers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
20.	the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
21.	it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
22.	if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2(e) of the UK Prospectus Regulation. If it is within a member state of the EEA, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
23.	it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this Announcement is not being issued by the Joint Brokers as authorised persons under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;
24.	it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
25.	if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK or in a Relevant State other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Brokers has been given to the offer or resale;
26.	it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;
27.	neither of the Joint Brokers nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
28.	none of the Company or the Joint Brokers, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of the Company, either Joint Broker or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Fundraising nor providing advice in relation to the Fundraising nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of the Joint Brokers' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
29.	acknowledges and accepts that the Joint Brokers may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Joint Brokers will not make any public disclosure in relation to such transactions;
30.	the Joint Brokers and each of their respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by the Joint Brokers and/or any of their respective affiliates, acting as an investor for its or their own account(s). None of the Company or the Joint Brokers intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
31.	it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
32.	it is aware of the obligations regarding (i) insider dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations; and (ii) otherwise arising under the Regulations;
33.	in order to ensure compliance with the Regulations, either Joint Broker (each for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the relevant Joint Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Broker's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at either Joint Broker's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Brokers' (each for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the relevant Joint Broker and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's Joint Broker from which they were originally debited;
34.	acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or each Joint Broker's conduct of the Placing;
35.	it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Fundraising. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Fundraising, including the merits and risks involved;
36.	it irrevocably appoints any duly authorised officer of either Joint Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
37.	the Company, the Joint Brokers and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Brokers, on their behalf and on behalf of the Company and are irrevocable;
38.	if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
39.	time is of the essence as regards its obligations under this Appendix 1;
40.	any document that is to be sent to it in connection with the Fundraising will be sent at its risk and may be sent to it at any address provided by it to either Joint Broker;
41.	the Placing Shares will be issued subject to the terms and conditions of this Appendix 1; and
42.	these terms and conditions in this Appendix 1 and all documents into which this Appendix 1 is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either Joint Broker in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Brokers and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix 1 or incurred by the Company, the Joint Brokers or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix 1 shall survive after the completion of the Placing.

 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or the Joint Brokers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Joint Brokers accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and each Joint Broker in the event that any of the Company and/or either Joint Broker has incurred any such liability to such taxes or duties.

 

The representations, warranties, acknowledgements and undertakings contained in this Appendix 1 are given to the Joint Brokers for themselves and on behalf of the Company and are irrevocable.

 

Each Placee and any person acting on behalf of the Placee acknowledges that neither Joint Broker owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Brokers may (at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

 

When a Placee or any person acting on behalf of the Placee is dealing with either Joint Broker, any money held in an account with a Joint Brokers on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from either Joint Broker's money (as applicable) in accordance with the client money rules and will be held by it under a Joint Brokering relationship and not as trustee.

 

References to time in this Announcement are to London time, unless otherwise stated.

 

All times and dates in this Announcement may be subject to amendment.

 

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

Definitions

 

The following definitions apply throughout this document unless the context otherwise requires:

 

"Admission"	admission of the New Ordinary 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
"AIM Rules for Nominated Advisers"	the AIM rules for nominated advisers published by the London Stock Exchange from time to time
"APAC"	the Asia-Pacific region
"Articles"	the articles of association of the Company
"Bookbuild" or "Bookbuild Platform"	the online capital markets platform developed by BB Technologies Limited, a company registered in England and Wales with company number 10153507 and whose registered office is at Gable House, 239 Regents Park Road, London N3 3LF
"Business Day"	a day (other than a Saturday, a Sunday or a public holiday) on which clearing banks are open for all normal banking business in the city of London
"Cavendish" or "Nominated Adviser"	Cavendish Capital Markets Limited, as the Company's nominated adviser and/or joint broker
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Circular"	the circular, containing further details of the Fundraising and notice of the General Meeting to, inter alia, approve the Resolutions, which is expected to be published and despatched to Shareholders on or around 1 October 2024
"Company" or "Creo"	Creo Medical Group plc, a company incorporated under the laws of England and Wales with company number 10371794
"Creo Europe"	Creo Medical S.L.U., a company incorporated and existing in accordance with the laws of Spain, with its registered office in Cordovilla (Navarra), at Poligono Industrial Cordovilla, Calle D, 1, 31191 Cordovilla, Navarra, Spain, and holder of Spanish tax identification number (NIF) B-62.943.063
"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) (as amended)
"CROMA"	Creo's CROMA Advanced Energy Platform
"Deutsche Numis"	Numis Securities Limited (t/a Deutsche Numis), as the Company's joint broker
"Directors" or "Board"	the directors of the Company whose names are set out on page 7 of the Circular, or any duly authorised committee thereof
"EU"	the European Union
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"	the 361,779,870 Ordinary Shares in issue at the date of the Circular, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which accompanies the Circular
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing and the Retail Offer
"General Meeting"	the general meeting of the Company to be held at the offices of Osborne Clarke LLP, Halo, Counterslip, Bristol BS1 6AJ at 10.00 a.m. on 18 October 2024, notice of which is set out at the end of the Circular
"GI"	gastrointestinal
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Intuitive"	Intuitive Surgical, Inc.
"IP"	intellectual property
"Issue Price"	24 pence per New Ordinary Share
"Joint Brokers"	Cavendish Capital Markets Limited and Numis Securities Limited as the Company's joint brokers
"Kamaptive"	Creo's Kamaptive technology
"London Stock Exchange"	London Stock Exchange plc
"Micro-Tech"	Micro-Tech (Nanjing) Co. Ltd
"New Ordinary Shares"	the Placing Shares and the Retail Offer Shares
"Notice of General Meeting"	the notice convening the General Meeting which is set out at the end of the Circular
"Ordinary Shares"	ordinary shares of £0.001 each in the capital of the Company
"Placees"	subscribers for the Placing Shares
"Placing"	the conditional placing of the Placing Shares by the Joint Brokers, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in the Circular
"Placing Agreement"	the conditional placing agreement dated 30 September 2024 and made between the Joint Brokers and the Company in relation to the Fundraising, further details of which are set out in the Circular
"Placing Shares"	50,000,000 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Regulation Rules"	the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA
"Registrars" or "Equiniti Limited"	Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions"	the resolutions set out in the Notice of General Meeting
"Retail Investors" or "Retail Shareholders"	existing Shareholders, who are resident in the United Kingdom and are a customer of an intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer
"Retail Offer"	the proposed conditional offer of Retail Offer Shares to Retail Investors through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements"	the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each intermediary agrees to make the UK Retail Offer available to UK Retail Investors
"Retail Offer Shares"	up to 20,833,333 new Ordinary Shares being made available pursuant to the Retail Offer
"Restricted Jurisdiction"	has the meaning set out on page 3 of the Circular
"Sale"	the proposed conditional sale by the Company of 51% of the issued share capital of Creo Europe, further details of which were announced on 18 September 2024
"Shareholders"	holders of Ordinary Shares
"UK"	United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register 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
"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the UK

 

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