REG - Intelligent Ultrasnd - Change of Location for Court & General Meeting

Intelligent UltrasoundAnnouncement

31/01/2025 07:00

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RNS Number : 3638V  Intelligent Ultrasound Group PLC  31 January 2025

31 January 2025

Intelligent Ultrasound Group plc

("Intelligent Ultrasound" or the "Company")

 

Change of Location for Court Meeting & General Meeting

 

Intelligent Ultrasound Group plc (AIM: IUG), the ultrasound simulation and
education company, announces that the location of the upcoming Court Meeting
and General Meeting (together the "Meetings"), to be held at 10:00 a.m. and
10:15 a.m. respectively on 6 February 2025, has been changed.

Due to unforeseen circumstances, the decision has been taken to move the
Meetings to a new location and the Directors extend their apologies for any
inconvenience this may cause.

The Meetings will now take place at:

Cavendish, One Bartholomew Close, London, EC1A 7BL

The date and time of the Meetings remain unchanged.

The Directors of the Company accept responsibility for the contents of this
announcement.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Intelligent
Ultrasound Shareholders are therefore strongly encouraged to submit proxy
appointments and instructions for the Court Meeting and the General Meeting
using any of the methods set out in the circular dated 15 January 2025
relating to the recommended cash offer by Surgical Science Sweden AB to
acquire the entire issued and to be issued share capital of Intelligent
Ultrasound (the "Scheme Document") as soon as possible and, in any event, by
no later than 10.00 a.m. on 4 February 2025 in the case of the Court Meeting
and by no later than 10.15 a.m. on 4 February 2025 in the case of the General
Meeting (or, in the case of any adjournment, not later than 48 hours
(excluding any part of such 48-hour period falling on a non-Business Day)
before the fixed time for the holding of the adjourned meeting).

 

Intelligent Ultrasound Shareholders are also strongly encouraged to appoint
"the Chair of the meeting" as their proxy.

 

Intelligent Ultrasound Shareholders entitled to attend and vote at the Court
Meeting and General Meeting may appoint a proxy online by using the Link
Investor Centre app or at https://investorcentre.linkgroup.co.uk/Login/Login,
where full instructions on the procedure are given.

 

Capitalised terms used but not defined in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document. All
references in this announcement to times are to London, United Kingdom times
unless otherwise stated.

 

 

-Ends-

 

Enquiries:

 Intelligent Ultrasound                                                       +44 (0)29 2075 6534
 Stuart Gall, CEO

 Helen Jones, CFO
 Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser and  +44 (0) 20 7220 0500
 Broker)
 Giles Balleny

 Henrik Persson

 Hamish Waller
 Cardew Group (PR Adviser to Intelligent Ultrasound)
 Allison Connolly                                                             +44 (0) 7587 453955
 Emma Pascoe-Watson                                                           +44 (0) 7774 620415
 Jessica Pilling                                                              +44 (0) 7918 584573

About Intelligent Ultrasound Group

Intelligent Ultrasound (AIM: IUG) is one of the world's leading ultrasound
simulation and education companies, specialising in real-time hi-fidelity
virtual reality simulation for the ultrasound training market. The
company's main products are the ScanTrainer obstetrics and gynaecology
training simulator, the HeartWorks echocardiography training simulator,
the BodyWorks Eve Point of Care and Emergency Medicine training simulator,
the new BabyWorks Neonate and Paediatric training simulator
and NeedleTrainer, which teaches real-time ultrasound-guided needling. To
date over 1,800 simulators have been sold to over 800 medical institutions
around the world.

This announcement does not constitute an offer to purchase any securities, or
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer to purchase or sell securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The release,
distribution or publication of this announcement in jurisdictions other than
the UK may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on the Company's website
at https://www.intelligentultrasound.com
(http://www.intelligentultrasound.com)   and Surgical Science's website at
https:// www.surgicalscience.com by no later than 12 noon (London time) on the
Business Day following this announcement. The content of the websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer to purchase or sell securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The release,
distribution or publication of this announcement in jurisdictions other than
the UK may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure (as defined in the
Takeover Code) following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the
10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure
(as defined in the Takeover Code).

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the business day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and Bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any Bidder was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Hard copy documents

A hard copy of this announcement will be sent to Intelligent Ultrasound
Shareholders (subject to certain restrictions relating to persons resident in
restricted jurisdictions). In accordance with Rule 30.3 of the Takeover Code,
Intelligent Ultrasound Shareholders may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

 

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Intelligent Ultrasound Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Intelligent Ultrasound may be provided to Surgical Science
during the offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).

 

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