REG - Creo Medical Group - Retail Offer for up to £5.0 million

Creo MedicalAnnouncement

30/09/2024 16:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240930:nRSd3043Ga&default-theme=true

RNS Number : 3043G  Creo Medical Group PLC  30 September 2024

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.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF CREO
MEDICAL GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICIATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OF CREO MEDICAL GROUP
PLC.

 

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" or the "Company")

 

Retail Offer for up to £5.0 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 retail offer via the BookBuild Platform to raise up to
£5.0 million (the "Retail Offer") through the issue of new ordinary shares of
0.1 pence each in the capital of the Company ("Ordinary Shares").

 

Under the Retail Offer, up to 20,833,333 new Ordinary Shares (the "Retail
Offer Shares") will be made available at a price of 24 pence per Ordinary
Share (the "Issue Price").

 

In addition to the Retail Offer, and as announced by the Company earlier today
(the "Launch Announcement"), the Company is also proposing a placing of new
Ordinary Shares (the "Placing Shares") to raise a minimum of £12 million
(before expenses) (the "Placing") at the Issue Price. The Launch Announcement
sets out the terms of the Placing together with the reasons for the Placing
and the use of proceeds. The proceeds of the Retail Offer will be utilised to
provide further balance sheet strength for future growth as the Company
continues to roll out its defined med-tech strategy.

 

The Issue Price represents a discount of approximately 10.3 per cent to the
closing share price of 26.75 pence per existing Ordinary Share on 27 September
2024.

 

The Retail Offer is conditional on the Placing Shares and the Retail Offer
Shares being admitted to trading on the AIM market ("AIM") operated by London
Stock Exchange ("Admission"). The issue of the Placing Shares and the Retail
Offer Shares remains subject to the passing of certain resolutions
("Resolutions") at a general meeting of the Company to be held at 10.00 a.m.
on 18 October 2024.

 

It is anticipated that Admission will become effective and that dealings in
the Placing Shares and the Retail Offer Shares will commence on AIM, at 8.00
a.m. on 21 October 2024.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing.
Completion of the Retail Offer is conditional, inter alia, upon the completion
of the Placing but completion of the Placing is not conditional on the
completion of the Retail Offer.

 

Expected Timetable in relation to the Retail Offer

 

 Retail Offer opens                                           3.50 p.m. on 30 September 2024
 Latest time and date for commitments under the Retail Offer  4.30 p.m. on 7 October 2024
 Results of the Retail Offer announced                        7 October 2024
 Admission and dealings in New Ordinary Shares issued         21 October 2024

pursuant to the Retail Offer commence

 

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

 

Dealing Codes

 

 Ticker                         CREO
 ISIN for the Ordinary Shares   GB00BZ1BLL44
 SEDOL for the Ordinary Shares  BZ1BLL4

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
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
(https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries)

Cavendish Capital Markets Limited ("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 and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, 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 be 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.

 

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live (mailto:support@bookbuild.live) .

 

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. 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 shares in the Company 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 shares in the Company are not eligible to participate in the Retail Offer.

 

The Company reserves the right to scale back any order 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.

 

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

 

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. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £5.0 million (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer.

 

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:

 

https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries
(https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

 Situation:    Retail Offer
 Issuer Name:  Creo Medical Group plc
 Security:     ORDINARY £0.01
 Terms:        Retail Offer Raise Target: £5.0 million

               Retail Offer Shares: up to 20,833,333

               Issue Price: GBX 24.0

 

 ISIN           SEDOL     TITLE                                       SETTLEMENT TYPE

 GB00BZ1BLL44   BZ1BLL4   CREO MEDICAL GROUP PLC ORDINARY GBP 0.001   CREST

 

 Dates                         Description
 30 September 2024, 3.50 p.m.  Deal open for orders
 7 October 2024, 4.30 p.m.     Deal closed for orders
 17 October 2024               Trading date
 21 October 2024               Settlement date
 11 November 2024              Long stop date

 

For further information, please visit www.creomedical.com
(http://www.creomedical.com/)  or contact:

 

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

 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

 

Further information on the Company can be found on its website at:
https://www.creomedical.com/en/investors/
(https://www.creomedical.com/en/investors/)

 

The Company's LEI is 213800H188ZDCWWXFA21

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of Ireland, the
Republic of South Africa, New Zealand or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of Ireland,
the Republic of South Africa, New Zealand or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Each of Cavendish and Numis Securities Limited (t/a Deutsche Numis) ("Deutsche
Numis") is authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Retail Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company, Cavendish and Deutsche Numis expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London Stock
Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish, Deutsche Numis or any
of their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. Each of Cavendish, Deutsche Numis and their respective
affiliates, accordingly disclaims all and any liability whether arising in
tort, contract or otherwise which it might otherwise be found to have in
respect of this announcement or its contents or otherwise arising in
connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than London Stock
Exchange.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOESDWFLSELSELU