REG - Inspiration Health - Result of placing and subscription & PDMR dealings

Inspiration HealthcareAnnouncement

26/06/2024 15:15

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RNS Number : 0185U  Inspiration Healthcare Group PLC  26 June 2024

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

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

26 June 2024

Inspiration Healthcare Group plc

 

Result of Placing and Subscription

and

PDMR Dealings

 

Inspiration Healthcare Group plc (AIM: IHC) ("Inspiration Healthcare" or the
"Company"), the global medical technology company pioneering specialist
neonatal intensive care medical devices, is pleased to announce that,
following the announcement made earlier today (the "Launch Announcement")
regarding, among other things, the launch of the proposed placing (the
"Placing"), it has successfully conditionally placed 17,321,430 new ordinary
shares of 10 pence each in the capital of the Company (the "Placing Shares")
at a price of 14 pence per share (the "Issue Price") raising gross proceeds of
approximately £2.4 million.

In addition, certain of the Directors and senior management of the Company
have, in aggregate, also directly conditionally subscribed for 535,712 new
Ordinary Shares at the Issue Price, raising £75,000 (the "Subscription").

Together, the Placing and the Subscription will raise gross proceeds of £2.5
million through the issue of 17,857,142 new Ordinary Shares (the
"Fundraising").

The Issue Price represents a discount of approximately 42.9 per cent. to the
closing mid-market price of 24.5 pence per Ordinary Share on 25 June 2024,
being the last business day prior to the Launch Announcement.

Liberum is acting as Nominated Adviser, broker and sole bookrunner in
connection with the Placing.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through
the Winterflood Retail Access platform to raise up to £0.5 million of gross
proceeds (the "Retail Offer" and together with the Fundraising, the "Capital
Raising").  The results of the Retail Offer are expected to be announced on
28 June 2024.

 

Notice of General Meeting

The Capital Raising is conditional upon, inter alia, the passing of the
Resolutions at the General Meeting which is expected to be held at the offices
of Panmure Liberum Limited at 10.30 a.m. on 22 July 2024. The Company intends
to publish and send a circular to shareholders in connection with the Capital
Raising (the "Circular") on or around 28 June 2024. The Circular will also be
available on the Company's website: https://inspirationhealthcaregroup.com/
(https://inspirationhealthcaregroup.com/) .

Admission

Application will be made for the Placing Shares and Subscription Shares to be
admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 23 July
2024.

 

Related Party Transaction

BGF Investment Management Limited ("BGF") is considered to be a related party
of the Company for the purposes of Rule 13 of the AIM Rules for Companies by
virtue of its status as a substantial shareholder of the Company.

BGF has agreed to subscribe for 7,142,857 Placing Shares as part of the
Placing.

The Directors, having consulted with the Company's Nominated Adviser, Liberum,
consider that the terms of the participation in the Placing by BGF are fair
and reasonable insofar as the shareholders of the Company are concerned.

Director and senior management Subscriptions

The following Directors and senior management have conditionally subscribed
for Subscription Shares in the following amounts and pursuant to the
Subscription Agreements:

 Director        Existing beneficial shareholding  New Ordinary Shares subscribed for  Shareholding on completion of the Capital Raising  Shareholding as a percentage of the Enlarged Issued Share Capital
 Roy Davis       -                                 178,571                             178,571                                            0.20%
 Neil Campbell*  4,424,262                         71,428*                             4,495,690                                          5.01%
 Liz Shanahan    35,000                            142,857                             177,857                                            0.20%
 Simon Motley    4,111,628                         107,142                             4,218,770                                          4.71%
 Laura Edwards   -                                 35,714                              35,714                                             0.04%

* To be gifted to his children

 

 For more information contact:
 Inspiration Healthcare Group plc                                           Tel: +44 (0)330 175
                                                0000
 Roy Davis, Executive Chairman and Interim CEO
 Alan Olby, Chief Financial Officer

 Liberum Capital Limited (Nomad and Broker)     Tel: 020 3100 2000
 Phil Walker, Richard Lindley, Will King,
 Joshua Borlant

 Walbrook PR Ltd                                Tel: 020 7933 8700 or

                                                inspirationhealthcare@walbrookpr.com
 Anna Dunphy                                    Mob: 07876 741 001

 Stephanie Cuthbert                             Mob: 07796 794 663

 Louis Ashe-Jepson                              Mob: 07747 515 393

 

About Inspiration Healthcare Group plc

Inspiration Healthcare (AIM: IHC) designs, manufactures and markets pioneering
medical technology. Based in the UK, the Company specialises in neonatal
intensive care medical devices, which are addressing a critical need to help
to save the lives and improve the outcomes of patients, starting with the very
first breaths of life.

The Company has a broad portfolio of its own products and complementary
distributed products, for use in neonatal intensive care designed to support
even the most premature babies throughout their hospital stay. Its own branded
products range from highly sophisticated capital equipment such as ventilators
for life support through to single-use disposables.

The Company sells its products directly to hospitals and healthcare providers
in the UK and Ireland, where it also distributes a range of advanced medical
technologies for infusion therapy.  In the rest of the world the Company has
an established network of distribution partners around the world giving access
to more than 75 countries.

The Company operates in the UK from its world-class Manufacturing and
Technology Centre in Croydon, South London and in the USA from its facility in
Melbourne, Florida.

Further information on Inspiration Healthcare can be found at
www.inspirationhealthcaregroup.com

 

Note:

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018) (the "UK MAR"). Upon
the publication of this Announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain. If you
have any queries on this, then please contact Jason Stewart, Finance Director
of the Company (the person responsible for arranging the release of this
Announcement) on 0203 8011 1400.

 

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward- looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Bookrunner nor any of their respective associates, directors, officers
or advisers undertakes any obligation to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.

Liberum is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing or any other matters referred to in
this Announcement, and Liberum 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 in relation to the Placing or any other
matters referred to in this Announcement.

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 the Bookrunner or by any of its affiliates or agents 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 therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

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, and persons
needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

The information below (set out in accordance with the requirements of EU
Market Abuse Regulation) provides further detail:

PDMR Notification Forms: conditional upon, inter alia, the passing of the
Resolutions at the General Meeting:

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)    Roy Davis

                                                                   2)    Neil Campbell

                                                                   3)    Liz Shanahan

                                                                   4)    Laura Edwards
 2    Reason for the notification
 a)   Position/status                                              1)    Executive Chairman / Interim Chief Executive Officer

                                                                   2)    Founder / Non Executive Director

                                                                   3)    Non Executive Director

                                                                   4)    Chief Commercial Officer
 b)   Initial notification /Amendment                                                                        Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                                                                   Inspiration Healthcare Group plc
 b)   LEI                                                                                                    213800GKFT3ENAPMDL15
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument                                            Ordinary shares of 10 pence each
      Identification code                                                                                    ISIN: GB00BXDZL105

 b)   Nature of the transaction                                                                              Subscription of new Ordinary Shares
 c)   Price(s) and volume(s)

                                                                                               Price(s)                    Volume(s)
                                                                                 1)            14p                         178,571
                                                                                 2)            14p                         71,428
                                                                                 3)            14p                         142,857
                                                                                 4)            14p                         35,714

 d)   Aggregated information                                        Single transactions as in 4 c) above

      Aggregate volume Price

 e)   Date of the transaction                                       26 June 2024
 f)   Place of the transaction                                      Outside of a trading venue

 

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