REG - Creo Medical Group - Result of Placing and Subscription

Creo MedicalAnnouncement

16/02/2023 18:15

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RNS Number : 2127Q  Creo Medical Group PLC  16 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.

 

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.

 

LEI: 213800H188ZDCWWXFA21

 

 

16 February 2023

 

Creo Medical Group plc

("Creo" or the "Company")

 

Result of Placing and Subscription

 

 

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 has raised, subject to certain conditions, approximately
£28.5 million (before expenses) by the placing of an aggregate of 142,500,000
new Ordinary Shares by way of the Placing and Subscription, each at an Issue
Price of 20 pence per share. Cenkos and Numis acted as joint bookrunners in
relation to the Placing and Subscription.

 

In response to strong investor demand, the Placing was increased and,
following the deduction of associated fees and expenses, the net proceeds
receivable by the Company from the Placing and Subscription will be
approximately £26.8 million, which will be used, together with the proceeds
raised from the Open Offer, to maintain momentum in the business and provide
the Company with a pathway to cash flow breakeven and, ultimately, to
profitability, as further described in the Launch Announcement.

 

The Company consulted with a number of its major shareholders prior to the
Placing and Subscription and has respected the principles of pre-emption
through the allocation process. The Company is pleased by the strong support
it has received from existing and new shareholders.

 

Related party transaction

Canaccord Genuity Group Inc. ("Canaccord"), a substantial shareholder of the
Company (as defined in the AIM Rules), has conditionally subscribed for
18,220,500 Placing Shares at the Issue Price.

 

Furthermore each of the Company's Directors (the "Directors") and Luis
Collantes, a member of the Company's senior leadership team and a director of
the Company's subsidiaries, Creo Medical S.L and Creo Medical SRL, have either
themselves or through parties affiliated with them subscribed for an aggregate
of 10,532,940 New Ordinary Shares at the Issue Price as part of the Placing
and the Subscription, as follows:

 

 Name                           No. of New Ordinary Shares conditionally acquired by relevant person and their
                                affiliates
 Charles Spicer                 125,000
 Craig Gulliford                1,250,000
 Richard Rees                   2,550,000
 Professor Christopher Hancock  375,000
 David Woods                    415,455
 John Bradshaw                  1,250,000
 Ivonne Cantu                   125,000
 Luis Collantes                 4,442,485

 

 

The participation of Canaccord, the Directors and Luis Collantes (together the
"Related Parties") each constitute related party transactions under rule 13 of
the AIM Rules.

 

Accordingly, Cenkos Securities plc, acting in its capacity as the Company's
nominated adviser, confirms that it considers that the terms of the
participation of the Related Parties in the Fundraising are fair and
reasonable insofar as the Company's Shareholders are concerned.

 

Subscription Agreements

The terms and conditions of each subscription agreement are substantially the
same and provide that each subscriber's investment is made at the Issue Price
and will complete at the same time as the Placing, conditional on Admission
and the approval of Shareholders of the Resolutions at the General Meeting.

 

General Meeting

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 Circular, including full details of the Open Offer and the Notice of
General Meeting, is expected to be despatched to Shareholders on or around 17
February 2023 and the Circular, once published, will be available on the
Company's website at www.creomedical.com/investors
(http://www.creomedical/investors) .

 

Admission, settlement and dealings

Application will be made for Admission of the New Ordinary Shares (comprising
142,500,000 Placing and Subscription Shares and up to 26,048,909 Open Offer
Shares). Subject to, amongst other things, 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 9 March 2023. 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.

 

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.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

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

 

This announcement should be read in conjunction with the full text of the
Circular to be posted to Shareholders on 17 February 2023, copies of which
shall be available on the Company's website at www.creomedical.com.

 

 

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

 Cenkos Securities plc (Nominated Adviser, Joint Bookrunner and Joint Broker)                              +44 (0)20 7397 8900
 Camilla Hume/Stephen Keys (NOMAD)
 Russell Kerr/Michael Johnson (Sales)

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

 Freddie Barnfield / James Black / Duncan Monteith

 William Baunton (ECM)

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

 

 

 

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.

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR 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. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

 

This announcement or any part of it 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, Canada, Australia, New
Zealand, the Republic of Ireland, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the New Ordinary Shares is being made in any such jurisdiction.

 

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into 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 the securities laws
of any State or any other jurisdiction of the United States. Accordingly, the
New Ordinary Shares are being offered and sold by the Company only outside the
United States in "offshore transactions" (as such terms are defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S under the Securities Act and otherwise in accordance with applicable laws.
No public offering of securities is being made in the United States.

 

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this announcement is intended to be, nor may it be construed as,
a profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this announcement speak only as of the
date of this announcement. The Company, its directors, Cenkos, Numis, their
respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the AIM Rules or the rules of the London Stock Exchange.

 

Cenkos Securities plc and Numis Securities Limited are authorised and
regulated in the United Kingdom by the FCA. Cenkos and Numis are acting
exclusively for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient on this
announcement) as its client in relation to the Placing or any other matter
referred to in this announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing or any other matters referred to in this announcement.
Neither Cenkos nor Numis has any authority to make any representation or
warranty on behalf of the Company or any other person in connection with the
Company.

 

This announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Cenkos or Numis or by any of their affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.

 

Any indication in this announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. 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.
The contents of this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

 

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

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

 

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

 

 

 

 

 

 

 

 

 

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