REG - Creo Medical Group - Result of Placing

Creo MedicalAnnouncement

01/10/2024 07:00

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RNS Number : 4128G  Creo Medical Group PLC  01 October 2024

THIS ANNOUNCEMENT, INCLUDING 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 REGULATION (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.

 

 

 

1 October 2024

 

Creo Medical Group plc

("Creo" or the "Company")

 

Result of Placing

 

The Company is pleased to announce that, further to the announcement made
on 30 September 2024 (RNS No 3040G) regarding the Fundraising (the "Launch
Announcement"), it has raised, subject to certain conditions, approximately
£12 million (before expenses) by the issue of 50,000,000 Placing Shares by
way of the Placing, at an Issue Price of 24 pence per share. Cavendish and
Deutsche Numis acted as joint bookrunners in relation to the Placing.

 

Following the deduction of associated fees and expenses, the net proceeds
receivable by the Company from the Placing will be approximately £11 million,
which will be used, together with the proceeds raised from the Retail Offer,
to continue the development of Creo's technology as well as mitigating against
any completion risk associated with the divestment of a 51% controlling stake
in Creo Europe, announced on 18 September 2024 (the "Sale"). When combined
with the proceeds from the Sale, the proceeds from the Fundraising will ensure
the business is sufficiently funded to profitability as the Company continues
to roll out its defined med-tech growth strategy, as set out in the Launch
Announcement.

 

The Company consulted with a number of its major shareholders prior to the
Placing 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 shareholders.

 

Related party transactions

The following of the Company's directors (the "Participating Directors") have
conditionally subscribed for an aggregate of 3,124,999 Placing Shares at the
Issue Price:

 

 Name           No. of Placing Shares conditionally acquired
 Kevin Crofton  2,916,666
 Richard Rees   208,333

 

The participation of each of the Participating Directors each constitutes a
related party transaction under rule 13 of the AIM Rules.

Accordingly, Cavendish Capital Markets Limited, acting in its capacity as the
Company's nominated adviser, confirms that it considers that the terms of the
participation of the Participating Directors in the Fundraising are fair and
reasonable insofar as the Company's Shareholders are concerned.

 

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 Placing, the Retail Offer and the
Notice of General Meeting, is expected to be despatched to Shareholders later
today, and the Circular, once published, will be available on the Company's
website at www.creomedical.com/investors (http://www.creomedical/investors) .
This announcement should be read in conjunction with the full text of the
Circular.

 

Admission, settlement and dealings

Application will be made for Admission of the New Ordinary Shares (comprising
50,000,000 Placing Shares and up to 20,833,333 Retail 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 21 October 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.

 

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.

 

 

For further information, please contact:

 

 Creo Medical Group plc                                   www.creomedical.com (http://www.creomedical.com)
 Richard Craven, Company Secretary                        Via Walbrook PR

 Cavendish Capital Markets Limited

 (Nominated Adviser, Joint Bookrunner and Joint Broker)   +44 (0)20 7220 0500
 Stephen Keys / Camilla Hume / George Lawson (NOMAD)
 Michael Johnson (Sales)

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

 Freddie Barnfield / Duncan Monteith / Euan Brown

 William Baunton (ECM)

 Walbrook PR Ltd                                          Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com (mailto:creo@walbrookpr.com)
 Paul McManus / Sam Allen /                               Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258

 Phillip Marriage                                         +44 (0)7867 984 082

 

Important Notices

 

No action has been taken by Cavendish, Deutsche 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, Cavendish or Deutsche 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, 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 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 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, Cavendish, Deutsche
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 London Stock
Exchange.

 

Cavendish and Deutsche Numis are authorised and regulated in the United
Kingdom by the FCA. Cavendish and Deutsche 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 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.

 

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 Cavendish or Deutsche 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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