REG - Creo Medical Group - Launch of Open Offer and Posting of Circular

Creo MedicalAnnouncement

17/02/2023 12:15

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RNS Number : 3257Q  Creo Medical Group PLC  17 February 2023

 

THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

 

 

LEI: 213800H188ZDCWWXFA21

 

 

17 February 2023

 

Creo Medical Group plc

("Creo" or the "Company")

 

Launch of Open Offer, Posting of Circular

and

Notice of General Meeting

 

 

The Company is pleased to announce that, further to the announcement made on
16 February 2023 (RNS No:0797Q) regarding the Fundraising (the "Launch
Announcement"), it is proposing to raise up to approximately £5.2 million
(before expenses) through an Open Offer pursuant to which Qualifying
Shareholders will have an opportunity to subscribe for an aggregate of
26,048,909 Open Offer Shares at an Offer Price of 20 pence per Open Offer
Share.

 

Pursuant to the Open Offer, Qualifying Shareholders will be given the
opportunity to subscribe for:

1 Open Offer Share for every 7 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for
any other number of Existing Shares then held.

Any Open Offer Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility and as such, Qualifying Shareholders seeking to limit their dilution
from the Placing can also request additional Open Offer Shares ("Excess
Shares") under the Excess Application Facility. The Open Offer is not being
underwritten.

The Open Offer is conditional upon, among other things (i) the Resolutions
being duly passed by Shareholders at the General Meeting and (ii) Admission
having become effective at or before 8.00 a.m. on 9 March 2023 (or such later
time and/or date as Cenkos may agree with the Company not being later than
8.00 a.m. on 31 March 2023).

Posting of Circular

The Company also confirms that a circular, which contains further details
regarding the Open Offer and a notice convening the General Meeting (the
"Circular"), has been posted today to Shareholders, along with the Application
Form (where applicable). The Circular will also be made available on the
Company's website: www.creomedical/investors
(http://www.creomedical/investors) .

Notice of General Meeting

The General Meeting has been convened for 8 March 2023 at 10 a.m. at the
offices of Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1
6EG.

Capitalised terms used in this announcement have the meanings given to them in
the Circular unless the context provides otherwise.

 

 

 Creo Medical Group plc                                  www.creomedical.com (http://www.creomedical.com)
 Richard Rees (CFO)                                      +44 (0)1291 606 005

 Cenkos Securities plc                                   +44 (0)20 7397 8900
 Camilla Hume/ Stephen Keys  (NOMAD)
 Michael Johnson / Russell Kerr (Sales)

 Numis Securities Limited (Joint Broker)                 +44 (0)20 7260 1000

 Freddie Barnfield / James Black / Duncan Monteith

 Walbrook PR Ltd             Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com
 Paul McManus / Sam Allen / Phillip Marriage             Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303

 

 

Expected Timetable for the Fundraising

 

                                                                                2023

 Record Date for entitlement under the Open Offer                               15 February
 Announcement of the Fundraising                                                16 February
 Announcement of the results of the Placing                                     16 February
 Ex-entitlement date of the Open Offer                                          16 February
 Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest        17 February
 Shareholders, the Application Form
 Open Offer Entitlements and Excess Open Offer Entitlements credited to stock   20 February
 accounts in CREST of Qualifying CREST Shareholders
 Latest recommended time and date for requested withdrawal of Basic Open Offer  4.30 p.m. on 1 March
 Entitlements from CREST

 Latest time and date for depositing Open Offer Entitlements in CREST           3.00 p.m. on 2 March

 Latest time and date for splitting of Application Forms under the Open Offer   3.00 p.m. on 3 March

 Latest time and date for receipt of Forms of Proxy and CREST voting            10.00 a.m. on 6 March
 instructions

 Latest time and date for receipt of Application Forms and payment in full      11.00 a.m. on 7 March
 under the Open Offer and settlement of relevant CREST instructions (as

 appropriate)

 General Meeting                                                                10.00 a.m. on 8 March

 Results of the General Meeting and the Open Offer announced                    8 March
 Admission of the New Ordinary Shares to trading on AIM and commencement of     8.00 a.m. on 9 March
 dealings

 Where applicable, expected date for CREST accounts to be credited in respect   9 March
 of New Ordinary Shares in uncertificated form

 Where applicable, expected date for despatch of definitive share certificates  23 March
 for New Ordinary Shares in certificated form

 

 

Important Notices

No action has been taken by the Cenkos Securities plc ("Cenkos"), Numis
Securities Limited ("Numis") or any of their affiliates, or any person acting
on its or their behalf that would permit an offer of the New Ordinary Shares
or possession or distribution of this announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by each of the Company, Cenkos or Numis to
inform themselves about, and to observe, such restrictions.

 

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

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Persons needing advice should consult
a qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

 

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