REG - Deltex Med Grp PLC - Proposed cancellation of trading on AIM
21/01/2025 07:00
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RNS Number : 0216U Deltex Medical Group PLC 21 January 2025
21 January 2025
Deltex Medical Group plc
("Deltex Medical", the "Company" or the "Group")
Proposed cancellation of admission of the Ordinary Shares to trading on AIM
and Notice of General Meeting
Deltex Medical Group plc (AIM: DEMG) announces the proposed cancellation of
admission of its Ordinary Shares to trading on AIM.
Further to the Company's announcement on 16 January 2025, the board of
directors of Deltex Medical consider that it is in the best interests of the
Company and its Shareholders taken as a whole to cancel the admission of the
Ordinary Shares to trading on AIM. A circular (the "Circular") will be sent to
Shareholders today which sets out the background to and reasons for the
Resolution and which will shortly be available on the Company's website,
www.deltexmedical.com (http://www.deltexmedical.com/) . Extracts from the
Circular are set out, without material amendment, in Appendix I below and
defined terms used in this announcement are set out in Appendix II.
The Company is seeking approval from the holders of Ordinary Shares for the
proposed Cancellation at a general meeting, to be convened for 11:30 a.m. UK
time on 12 February 2025 at the offices of DAC Beachcroft LLP, 25 Walbrook,
London EC4N 8AF.
As at today's date, the Company has received letters of intent and irrevocable
undertakings from certain Shareholders, including certain Directors,
representing approximately 53.8 per cent. of the Company's issued share
capital to vote in favour of the Resolution.
If the Cancellation Resolution is passed at the General Meeting, the proposed
Cancellation is expected to become effective at 7.00 a.m. on 21 February 2025.
The Cancellation is conditional upon the approval of not less than 75 per cent
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting.
The Company remains committed to the UK medical devices sector and intends to
retain its head office and technological / product development capabilities at
its current location in Chichester following the proposed Cancellation
becoming effective. In addition, thereafter, the Company will continue to
evaluate the optimal corporate structure to ensure Deltex Medical's long-term
success - and also consider ways in which it can provide liquidity to its
Shareholders.
Nigel Keen, Chairman of Deltex Medical, commented:
"Following a careful review and, in particular, consideration of the costs
directly and indirectly attributable to the Group maintaining its admission to
trading on AIM, the Board has unanimously concluded that the proposed
Cancellation is in the best interests of Deltex Medical and its Shareholders."
"Although Deltex Medical made good progress during 2024 - including increasing
its year-on-year revenues and starting to sell its new monitor in the UK and
internationally - it is clear that its cost base is still too high."
"The Board is firmly of the view that in order to improve the financial
performance of Deltex Medical - and thereby help the Group to invest
additional financial resources to increase its revenues and profitability -
the proposed Cancellation is an important component of a further cost
reduction programme."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Formal announcement relating to the proposed Cancellation Tuesday 21 January 2025
Publication and posting of the Circular and Form of Proxy Tuesday 21 January 2025
Latest time for receipt of proxy appointments in respect of the General 11.30am on 10 February 2025
Meeting
General Meeting 11.30am on 12 February 2025
Announcement of result of General Meeting 12 February 2025
Last day of dealings in Ordinary Shares on AIM 20 February 2025
Cancellation of admission of the Ordinary Shares to trading on AIM 7.00am on 21 February 2025
Matched Bargain Facility for Ordinary Shares commences 21 February 2025
Notes to timetable:
Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company.
References to time are to UK time. The timetable above assumes that the
Resolutions set out in the Notice of General Meeting are passed. Events
listed in the above timetable following the General Meeting are conditional
on the Resolutions being passed at the General Meeting without
amendment. If any of the above times and/or dates change, the revised
time(s) and/or date(s) will be notified to Shareholders by announcement
through a Regulatory Information Service.
The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out in the
Appendices below. Please refer to Appendix I to this announcement which sets
out further details of the proposals, as extracted from the Circular without
material amendment.
Unless otherwise stated, capitalised terms in this announcement have the
meanings ascribed to them in Appendix II to this announcement and in the
Circular. References to 'this Document' refer to the Circular.
For further information, please contact:
Deltex Medical Group plc 01243 774 837
Nigel Keen, Chairman investorinfo@Deltexmedical.com (mailto:investorinfo@Fitbitmedical.com)
Andy Mears, Chief Executive
Natalie Wettler, Group Finance Director
& Chief Operating Officer
Allenby Capital Limited - Nominated Adviser & Broker 020 3328 5656
Jeremy Porter / Vivek Bhardwaj (Corporate Finance) info@allenbycapital.com (mailto:info@allenbycapital.com)
Tony Quirke / Stefano Aquilino (Sales & Corporate Broking)
The person responsible for the release of this announcement on behalf of the
Company is Natalie Wettler, Group Finance Director and Chief Operating
Officer.
Notes for Editors
Deltex Medical's technology
Deltex Medical's TrueVue System uses proprietary haemodynamic monitoring
technology to assist clinicians to improve outcomes for patients as well as
increase throughput and capacity for hospitals.
Deltex Medical has invested over the long term to build a unique body of
peer-reviewed, published evidence from a substantial number of trials carried
out around the world. These studies demonstrate statistically significant
improvements in clinical outcomes providing benefits both to patients and to
the hospital systems by increasing patient throughput and expanding hospital
capacity.
The Group's flagship, world-leading, ultrasound-based oesophageal Doppler
monitoring ("ODM") is supported by 24 randomised control trials conducted on
anaesthetised patients. As a result, the primary application for ODM is
focussed on guiding therapy for patients undergoing elective surgery, although
sedated patients in intensive care are still an important part of our
business. The Group's new, next generation monitor makes the use of the ODM
technology more intuitive and provides augmented data on the status of each
patient.
Deltex Medical's engineers and scientists carried out successful research in
conjunction with the UK's National Physical Laboratory ("NPL"), which has
enabled the Group's 'gold standard' ODM technology to be extended and
developed so that it can be used completely non-invasively. This will
significantly expand the application of Deltex Medical's technology to
non-sedated patients. This new technological enhancement, which will be
released on the new next generation monitor, will substantially increase the
addressable market for the Group's haemodynamic monitoring technologies and is
complementary to the long-established ODM evidence base.
Deltex Medical's new non-invasive technology has potential applications for
use in a number of healthcare settings, including:
§ Accident & Emergency for the rapid triage of patients, including the
detection and diagnosis of sepsis;
§ in general wards to help facilitate a real-time, data-driven treatment
regime for patients whose condition might deteriorate rapidly; and
§ in critical care units to allow regular monitoring of patients post-surgery
who are no longer sedated or intubated.
One of the key opportunities for the Group is positioning this new,
non-invasive technology for use throughout the hospital. Deltex Medical's
haemodynamic monitoring technologies provide clinicians with beat-to-beat
real-time information on a patient's circulating blood volume and heart
function. This information is critical to enable clinicians to optimise both
fluid and drug delivery to patients.
Deltex Medical's business model is to drive the recurring revenues associated
with the sale of single-use disposable ODM probes which are used in the
TrueVue System and to complement these revenues with a new incremental revenue
stream to be derived from the Group's new non-invasive technology.
Both the existing single-use ODM probe and the new, non-invasive device will
connect to the same, new TrueVue monitor which was released onto the market in
November 2023. Monitors are sold or, due to hospitals' often protracted
procurement times for capital items, may be loaned in order to encourage
faster adoption of the Group's technology.
Deltex Medical's customers
The principal users of Deltex Medical's products are currently anaesthetists
working in a hospital's operating theatre and intensivists working in ICUs.
This customer profile will change as the Group's new non-invasive technology
is adopted by the market. In the UK the Group sells directly to the NHS. In
the USA the Group sells directly to a range of hospital systems. The Group
also sells through distributors in more than 40 countries in the European
Union, Asia and the Americas.
Deltex Medical's objective
To see the adoption of Deltex Medical's new TrueVue monitor, comprising both
minimally invasive and non-invasive technologies, as the standard of care in
haemodynamic monitoring for all patients from new-born to adult, awake or
anaesthetised, across all hospital settings globally.
For further information please go to www.deltexmedical.com
(http://www.deltexmedical.com/)
APPENDICES - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
APPENDIX I - EXTRACTS FROM THE LETTER FROM THE CHAIRMAN
1. Introduction
As announced by the Company earlier today, the Directors have, after an
extensive review, concluded that, for the reasons set out in paragraph 2
below, it is in the best interests of the Company and its Shareholders to seek
Shareholders' approval for cancellation of the admission of the Ordinary
Shares to trading on AIM. In accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the date of the proposed
Cancellation.
The Company is seeking Shareholders' approval for the Cancellation at the
General Meeting, which has been convened for 11:30 a.m. on Wednesday 12
February 2025 at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N
8AF.
If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7:00 a.m. on Friday
21 February 2025. The Cancellation Resolution is conditional, pursuant to Rule
41 of the AIM Rules, upon the approval of Shareholders holding not less than
75 per cent. of the votes cast by Shareholders (whether present in person or
by proxy) at the General Meeting, notice of which is set out at the end of the
Circular.
The purpose of the Circular is: to seek Shareholders' approval for the
Resolution; to provide information on the background to and reasons for the
proposed Cancellation; to explain the consequences of the Resolution; and to
provide reasons why the Directors unanimously consider the Resolution to be in
the best interests of the Company and its Shareholders as a whole.
The Notice of the General Meeting is set out at the end of the Circular.
2. Background to and reasons for the Cancellation
The Board has extensively reviewed and evaluated the benefits and drawbacks
for the Company and its Shareholders in retaining the admission to trading of
the Ordinary Shares on AIM.
The Board has taken into consideration numerous factors, both positive and
negative, and considered the interests of all Shareholders in reaching its
decision. Following this review, the Board has concluded that the continued
admission to trading of the Ordinary Shares on AIM is not appropriate and,
accordingly, the Cancellation is in the best interests of the Company and its
Shareholders as a whole, for a number of reasons, including:
· limited liquidity in the Ordinary Shares and high share price
volatility. There continues to be limited and inconsistent liquidity in the
Ordinary Shares, as a result of which small trades in the Ordinary Shares can
have a significant impact on price and, therefore, on the market valuation of
the Company. The Board believes that this, in turn, has a materially adverse
impact on the Company's ability to seek appropriate financing or realise an
appropriate value for any material future transactions. Moreover, the limited
liquidity in the Ordinary Shares makes it challenging for Shareholders of any
size to acquire additional Ordinary Shares or dispose of any Ordinary Shares
in the market at an attractive price;
· access to appropriate finance. Over a number of years, the
Company has periodically raised funding for working capital and research /
product development as the Company has continued to develop its product range.
The Board considers that the future value of the Company's portfolio of
products and regulatory approvals will continue to grow as the Company invests
further in the business. However, the Directors are of the opinion that
raising further significant equity finance in the public markets would be
challenging in the short or medium term, and potentially may not be possible
at a valuation that is acceptable to Shareholders or at all. The Directors
also believe that as an unlisted company it will have improved access, if
appropriate, to specialty investors which should benefit all Shareholders;
· corporate and strategic flexibility. The Board believes that as
an unlisted company not subject to AIM and quoted company disclosure rules, it
will be able to take and implement strategic decisions more quickly than a
company with publicly traded shares. This will be advantageous in the
Company's business development discussions which may ultimately benefit the
Company and Shareholders as a whole.
· costs and regulatory burden. The considerable cost and management
time as well as the legal and regulatory burden associated with maintaining
the admission to trading on AIM is, in the Board's opinion, disproportionate
to the benefits of continued admission to trading on AIM, particularly given
the limited and inconsistent liquidity in the Ordinary Shares described above.
These costs include: fees payable to its professional advisers, including the
nominated adviser; broker and AIM fees payable to the London Stock Exchange as
well as incremental legal, insurance, accounting and audit fees. The lower
costs associated with the Cancellation will reduce the Company's recurring
administrative and adviser costs which the Board believes will give rise to
additional financial resources that can be deployed supporting and investing
in Deltex Medical's business.
Accordingly, the Directors are of the view that the continued admission of the
Ordinary Shares to trading on AIM is unlikely to provide the Company with the
optimal platform to access further significant capital in the future. As a
result of this review and following careful consideration, the Board considers
the disadvantages associated with maintaining the admission of the Ordinary
Shares to trading to be disproportionately high when compared to the perceived
benefits of their being quoted on AIM and therefore the Board has unanimously
concluded that the proposed Cancellation is in the best interests of the Group
and its Shareholders as a whole.
3. Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Shareholders should take independent advice about retaining
their interests in Ordinary Shares prior to the Cancellation becoming
effective. However, should the Cancellation become effective, the Company
intends to implement a Matched Bargain Facility with a third party which would
help facilitate Shareholders buying and selling Ordinary Shares on a matched
bargain basis following Cancellation.
Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to notify
shareholders and to separately inform the London Stock Exchange of its
preferred cancellation date at least 20 clear Business Days prior to such
date. Additionally, the Cancellation will not take effect until at least five
clear Business Days have passed following the passing of the Cancellation
Resolution.
If the Cancellation Resolution is passed at the General Meeting, it is
proposed that the last day of trading in the Ordinary Shares on AIM will be
Thursday 20 February 2025 and that the Cancellation will take effect at 7:00
a.m. on Friday 21 February 2025.
If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules. However, the Company
will remain subject to the Takeover Code, details of which are set out below.
Under the AIM Rules, it is a requirement that the Cancellation must be
approved by Shareholders holding not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of General
Meeting set out in the Circular contains a special resolution to approve the
Cancellation.
The principal effects of the Cancellation will include the following:
· there will be no formal market mechanism enabling Shareholders to
trade Ordinary Shares (other than a limited off-market mechanism provided by
the Matched Bargain Facility);
· it is possible that, following the announcement of the intention
to propose the Cancellation, the liquidity and marketability of the Ordinary
Shares may be significantly reduced);
· the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on AIM (or any other recognised market or trading
exchange);
· in the absence of a formal market and quoted price, it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;
· the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a period of
time (see below for more details);
· Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
Shareholder approval for certain corporate actions, where applicable,
including, reverse takeovers, and fundamental changes in the Company's
business, such as certain acquisitions and disposals;
· the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
· Allenby Capital will cease to be nominated adviser and broker to
the Company;
· whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and
· the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
The above considerations are not exhaustive. Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with, and subject
to, the Companies Act, notwithstanding the Cancellation.
4. Board composition and provision of information, services and facilities following the Cancellation
4.1. Board composition
The composition of the Board is expected to change shortly following the
Cancellation.
The Company announced on 16 January 2025 that Andy Mears has informed the
Board that he wishes to step down as Chief Executive Officer, and as a
director of the Company, to pursue other opportunities. In parallel, the Board
is pleased with the improvements that the recently-promoted Natalie
Wettler has made to the operations of the Group - and, in particular, those
associated with the production of the new TrueVue monitor. The Board is
delighted that Natalie Wettler has agreed to step up to the Chief Executive
Officer role once the proposed Cancellation has taken effect and accordingly,
Andy Mears will leave the Company at that time.
The Board also intends to take a number of steps to strengthen the management
of the business after the proposed Cancellation.
4.2. Provision of information, services and facilities following the Cancellation
The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation. The
Company will:
· continue to communicate information about the Company (including
annual accounts) to its Shareholders, as required by the Companies Act;
· continue, for at least 12 months following the Cancellation, to
maintain its website, www.deltexmedical.com (http://www.deltexmedical.com/)
and to post updates on the website from time to time, although Shareholders
should be aware that there will be no obligation on the Company to include all
of the information required under AIM Rule 26 and MAR or to update the website
as currently required by the AIM Rules; and
· for at least 12 months following the Cancellation make available
to Shareholders, through JP Jenkins, the Matched Bargain Facility (as further
described below) which will allow Shareholders to buy and sell Ordinary Shares
on a matched bargain basis following the Cancellation.
5. Transactions in the Ordinary Shares prior to and post the proposed Cancellation
5.1. Prior to the Cancellation
Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the Cancellation.
5.2. Following the Cancellation
The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Resolution is passed.
The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins (a
trading name of InfinitX Limited and an appointed representative of Prosper
Capital LLP, which is authorised and regulated by the FCA) has been appointed
to facilitate trading in the Ordinary Shares.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective, and the Company puts in
place the Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.deltexmedical.com
(http://www.deltexmedical.com/) .
The Matched Bargain Facility will operate for a minimum of 12 months after the
Cancellation. The Directors' current intention is that it will continue beyond
that time. However, Shareholders should note that there can be no guarantee
that the Matched Bargain Facility will operate beyond 12 months after the
Cancellation and that it could be withdrawn, consequently inhibiting the
ability to trade the Ordinary Shares. Further details will be communicated to
the Shareholders at the relevant time.
There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under the Matched Bargain Facility, or the level of
difficultly for Shareholders seeking to realise their investment under the
Matched Bargain Facility.
Before giving your consent to the Cancellation, you may want to take
independent professional advice from an appropriate independent financial
adviser.
If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in the Ordinary Shares on AIM will be Thursday 20 February
2025 and that the effective date of the Cancellation will be Friday 21
February 2025.
6. The Takeover Code
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
AIM, which is a UK multilateral trading facility.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the two years prior to the relevant date.
Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
· a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or
· a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation) are set out
in Part II of the Circular.
7. General Meeting
The General Meeting will be held at the offices of DAC Beachcroft LLP, 25
Walbrook, London EC4N 8AF at 11:30 a.m. on Wednesday 12 February 2025.
The Resolution to be proposed at the General Meeting is a special resolution
to approve the Cancellation.
8. Irrevocable Undertakings and Letters of Intent
The Directors who in aggregate hold 387,847,065 Ordinary Shares, representing
approximately 20.5 per cent. of the Ordinary Shares, have irrevocably
undertaken to vote in favour of the Resolution at the General Meeting.
In addition, the Company has received letters of intent from other
Shareholders who in aggregate hold 631,492,622 Ordinary Shares representing
approximately 33.3 per cent. of the Ordinary Shares, confirming that they
intend to cast, or procure that all the votes attaching to the Ordinary Shares
held by such Shareholders are cast, in favour of the Resolution at the General
Meeting.
9. Action to be taken in relation to the General Meeting
A Form of Proxy for use at the General Meeting is enclosed with the Circular.
The Form of Proxy should be completed in accordance with the instructions
printed thereon and returned to Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, U.K. as soon as possible but in any event by no
later than 11:30 a.m. on Monday 10 February 2025. Shareholders who hold their
Ordinary Shares in uncertificated form in CREST may alternatively use the
CREST proxy voting service in accordance with the procedures set out in the
CREST Manual as explained in the notes accompanying the Notice of General
Meeting at the end of the Circular. Proxies submitted via CREST must be
received by the Company's registrars, Equiniti Limited, by no later than 11:30
a.m. on Monday 10 February 2025.
10. Recommendation
The Directors consider that the Resolution is in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that you vote in favour of the Resolution as they intend
to do in respect of their own shareholdings of 387,847,065 Ordinary Shares,
representing approximately 20.5 per cent. of the Ordinary Shares.
APPENDIX II - DEFINITIONS
"AIM" AIM, the market operated by the London Stock Exchange;
"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
as amended from time to time;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and broker pursuant
to the AIM Rules;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London and the London Stock Exchange is open for trading;
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to passing of the
Cancellation Resolution;
"Cancellation Resolution" the Resolution to be proposed at the General Meeting;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Company" or "Deltex Medical" Deltex Medical Group plc, a company incorporated in England and Wales with
company number 03902895 whose registered office is at Terminus Road,
Chichester, West Sussex, PO19 8TX;
"CREST" the relevant system (as defined in the CREST Regulations) for the paperless
settlement of trades and the holding of uncertificated securities, operated by
Euroclear, in accordance with the same regulations;
"CREST Manual" the rules governing the operation of CREST, as published by Euroclear;
"CREST member" a person who has been admitted by Euroclear as a system- member (as defined in
the CREST Regulations);
"CREST Participant ID" the identification code or membership number used in CREST to identify a
particular CREST member or other CREST participant;
"CREST participant" a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations);
"CREST personal member" a CREST member admitted to CREST as a personal member;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755), (as amended from
time to time);
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member;
"Articles" the articles of association of the Company in force as at the date of this
Document;
"Directors" or "Board" the directors of the Company, whose names are set out in Part I of this
Document;
"Disclosure Guidance and Transparency Rules" the disclosure rules and transparency rules made by the FCA pursuant to
section 73A of FSMA;
"Document" this document, containing information regarding the Cancellation and the
General Meeting;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Ordinary Shares" the 1,896,025,700 Ordinary Shares in the capital of the Company as 20 January
2025, being the latest practicable date prior to the publication of this
Document;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting which accompanies this Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting" the general meeting of the Company convened for 11.30am on 12 February 2025
and any adjournment thereof, notice of which is set out at the end of this
Document;
"Group" together, the Company and its subsidiary undertakings (as such term is defined
in section 1162 of the Companies Act) from time to time and "Group Company"
shall mean the Company and any such subsidiary undertaking;
"JP Jenkins" a trading name of InfinitX Limited and is an appointed representative of
Prosper Capital LLP, which is authorised and regulated by the FCA;
"London Stock Exchange" London Stock Exchange plc;
"Matched Bargain Facility" the unregulated matched bargain trading facility to be provided by JP Jenkins,
with whom the Company has entered into an agreement, conditional upon the
passing of the Cancellation Resolution, to implement a mechanism for the
trading of the Ordinary Shares following Cancellation;
"Notice of General Meeting" or "Notice" the notice of the General Meeting which is set out at the end of this
Document;
"Ordinary Shares" the ordinary shares of 0.01p each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Registrars" Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA;
"Regulatory Information Service" has the meaning given to it in the AIM Rules for any of the services approved
by the London Stock Exchange for the distribution of AIM announcements;
"Resolution" the resolution to be proposed at the General Meeting;
"Shareholders" holders of Ordinary Shares from time to time;
"Takeover Code" the City Code on Takeovers and Mergers;
"UK MAR" Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018; and
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland.
A reference to £ is to pounds sterling, being the lawful currency of the UK.
References to 'this Document' refer to the Circular.
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