REG - Inspiration Health - WRAP Retail Offer for up to £500,000

Inspiration HealthcareAnnouncement

26/06/2024 07:15

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RNS Number : 8667T  Inspiration Healthcare Group PLC  26 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP 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
INSPIRATION HEALTHCARE GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH 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 SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF INSPIRATION HEALTHCARE GROUP PLC.

 

26 June 2024

 

Inspiration Healthcare Group plc

 

WRAP Retail Offer for up to £500,000

 

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 a retail offer
via the Winterflood Retail Access Platform ("WRAP") to raise up to £500,000
(the "WRAP Retail Offer") through the issue of new ordinary shares of 10 pence
each in the capital of the Company ("Ordinary Shares").  Under the WRAP
Retail Offer up to 3,571,428 new Ordinary Shares (the "WRAP Retail Offer
Shares") will be made available at a price of 14 pence per share ("Issue
Price").

 

In addition to the WRAP Retail Offer and as announced at 7.00 a.m. on 26 June
2024, the Company is also proposing a placing (the "Placing") of new Ordinary
Shares (the "Placing Shares") to raise approximately £2.4m (before expenses)
through a bookbuild process at the Issue Price. The Issue Price represents a
discount of approximately 42.9 per cent. to the mid-market closing price of
24.5 pence an Ordinary Share on 25 June 2024 (being the latest practicable
date prior to this announcement). Alongside the Placing, certain of the
Directors and senior management intend to participate by way of a direct
subscription with the Company of new Ordinary Shares (the "Subscription" and
together with the Placing, the "Fundraising"). It is intended that the
Subscription will comprise approximately £75,000 in aggregate through the
issue of 535,712 new Ordinary Shares (the "Subscription Shares") at the Issue
Price.

 

The WRAP Retail Offer, and the Fundraising (together the "Capital Raising")
and the issue of the WRAP Retail Offer Shares, the Placing Shares and the
Subscription Shares (together "New Ordinary Shares") will raise an aggregate
gross amount for the Company of up to £3.0m.

 

A separate announcement has been made regarding the Fundraising and its terms
and sets out the reasons for the Fundraising and use of proceeds.  The
proceeds of the WRAP Retail Offer will be utilised in the same way as the
proceeds of the Fundraising.

 

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

 

The Capital Raising is conditional on the New Ordinary Shares being admitted
to trading on the AIM ("Admission"). It is anticipated that Admission will
become effective and that dealings in the New Ordinary Shares will commence on
AIM, at 8.00 a.m. on 23 July 2024.

 

 

WRAP 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 WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being existing shareholders of Inspiration
Healthcare, following release of this announcement and through certain
financial intermediaries.

 

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 5.00 p.m. on 27 June 2024.
Eligible shareholders should note that financial intermediaries may have
earlier closing times.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof or will
be, prior to placing an order for WRAP Retail Offer Shares, shareholders in
the Company which may include individuals aged 18 years or over, companies and
other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the WRAP Retail
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the WRAP Retail Offer without giving any
reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary 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.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed
£500,000.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

 

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 WRAP 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, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

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 WRAP 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 WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For Further Information

 

 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

 

 Winterflood Retail Access Platform             WRAP@winterflood.com

 Joe Winkley, Sophia Bechev

 

 Walbrook PR Ltd  Tel: 020 7933 8780 or

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

 Stephanie Cuthbert                    Mob: 07796 794 663

 Louis Ashe-Jepson                     Mob: 07747 515 393

Further information on the Company can be found on its website at www.
inspirationhealthcaregroup.com

 

The Company's LEI is 213800GKFT3ENAPMDL15.

 

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 content of this announcement has been prepared by, and is the sole
responsibility 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, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP 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. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP 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 ("Regulation S") to non-US persons
(within the meaning of Regulation S). 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 WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA 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.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") 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 WRAP 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 WRAP 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 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. The
Company and Winterflood expressly disclaim 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 Winterflood or any of its
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. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they 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 WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP 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).

 

Liberum Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser and Sole Bookrunner to the
Company in connection with the Placing. Liberum Capital Limited has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Liberum Capital Limited for the accuracy
of any information or opinions contained in this announcement or for the
omission of any material information. 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 Liberum Capital Limited 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. The
responsibilities of Liberum Capital Limited  as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this announcement, or otherwise.

 

Winterflood is authorised and regulated by the FCA in the United Kingdom.
Winterflood is acting exclusively for the Company and no one else in
connection with the provision of the WRAP. Winterflood has not authorised the
contents of, or any part of, this announcement, and no liability whatsoever is
accepted by Winterflood for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information. 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 Winterflood 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.

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