REG - Intelligent Ultrasnd - Placing and Subscription to raise £5.2 million
11/11/2022 07:16
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RNS Number : 0693G Intelligent Ultrasound Group PLC 11 November 2022
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11 November 2022
Intelligent Ultrasound Group plc
("Intelligent Ultrasound" or the "Company" or the "Group")
Placing and Subscription to raise £5.2 million
and
Notice of General Meeting
Intelligent Ultrasound (AIM: IUG), the ultrasound artificial intelligence (AI)
software and simulation company, announces a Placing and Subscription
(together the "Fundraising") to raise £5.2 million (before the deduction of
fees and expenses) through the conditional issue of 56,216,220 Ordinary Shares
at 9.25 pence per Ordinary Share. The Fundraising has been arranged by Cenkos
Securities and the New Shares will rank, pari passu, in all other respects
with the Company's Existing Ordinary Shares.
Fundraising Highlights
· Placing and Subscription to raise £5.2 million through the
conditional issue of 42,504,112 Placing Shares and 13,712,108 Subscription
Shares to new and existing institutional and other investors at 9.25 pence per
Ordinary Share
· The Issue Price equates to a nil discount to the closing mid-market
price of 9.25 pence on 10 November 2022
· The New Shares to be issued under the Placing and Subscription
represent 17.2 per cent. of the Enlarged Share Capital
Use of proceeds
The net proceeds of the Fundraising of £4.8 million will be used by the
Company to strengthen the balance sheet and provide additional working
capital, including funding the ongoing development of the existing products.
General Meeting
The Fundraising is conditional, inter alia, upon Shareholder approval at the
General Meeting of the Company which will be held at the Floor 6A, Hodge
House, 114-116 St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November
2022.
The Company will shortly be posting a Notice of General Meeting and an
accompanying circular to existing shareholders following this announcement.
All relevant documents will also be available to download from the Company
website at
http://www.intelligentultrasoundgroup.com/reports-and-presentations/
(http://www.intelligentultrasoundgroup.com/reports-and-presentations/) .
Subject to, inter alia, the passing of the Resolutions at the General Meeting,
the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or
around 8.00 a.m. on 1 December 2022, being one Business Day prior to admission
to trading on AIM of the General Shares, which are expected to be admitted to
trading on AIM on or around 8.00 a.m. on 2 December 2022.
Stuart Gall, CEO at Intelligent Ultrasound, said: "The Directors are very
pleased with the response to the oversubscribed fundraising and are thankful
to the new and existing shareholders for their continued support. The
Directors consider this to have been an excellent year and the Group remains
on target to meet the market expectation of £10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical AI related
products launched in the market and generating early revenues, the Board is
confident that this fundraising will drive growth in sales that will take the
Group to profitability, as well as achieving the Group's aspirational vision
of £25m revenues by 2025, in what the directors believe is an exciting and
dynamic market."
Enquiries:
Intelligent Ultrasound Group plc www.intelligentultrasound.com (http://www.intelligentultrasound.com)
Stuart Gall, CEO Tel: +44 (0)29 2075 6534
Helen Jones, CFO
Cenkos Securities plc - Nominated Advisor and broker Tel: +44 (0)20 7397 8900
Giles Balleny / Max Gould (Corporate Finance)
Dale Bellis / Julian Morse (Sales)
Walbrook PR Tel: +44 (0)20 7933 8780 or intelligentultrasound@walbrookpr.com
(mailto:intelligentultrasound@walbrookpr.com)
Anna Dunphy Mob: +44 (0)7876 741 001
This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section.
1. Introduction
On 11 November 2022, the Company announced a proposed Subscription and
Placing, pursuant to which it proposes to raise, subject to certain
conditions, £5.2 million (before expenses) by the conditional Placing of
42,504,112 Placing Shares and Subscription of 13,712,108 Subscription Shares
at the Issue Price to certain institutional and other investors.
The proceeds of the Placing and Subscription will be used to strengthen the
balance sheet and provide additional working capital for the Group, including
funding the ongoing development of the existing products. This Fundraising
is expected to take the Group to profitability.
The Issue Price equates to a Nil discount to the closing middle market price
of 9.25 pence per Ordinary Share on 10 November 2022 (being the last Business
Day before publication of this Document).
The Placing, which has been arranged by Cenkos Securities pursuant to the
terms of the Placing Agreement, and Subscription, are also conditional on the
Company obtaining approval from its Shareholders to disapply statutory
pre-emption rights and to grant the Board authority to allot the New Shares,
and upon the First Admission and the Second Admission respectively.
The purpose of this Document is to provide you with information about the
background to and the reasons for the Fundraising, to explain why the Board
considers the Fundraising to be in the best interests of the Company and its
Shareholders, as a whole, and why the Board recommends that you vote in favour
of the Resolutions to be proposed at the General Meeting, notice of which is
set out at the end of this Document.
2. Background to and reasons for the Placing
Intelligent Ultrasound's 'Classroom to Clinic' vision is to make ultrasound
easier for clinicians to learn using advanced ultrasound training simulators
to teach medical practitioners, and easier to use in a clinical setting, via
artificial intelligence ("AI") based clinical ultrasound image analysis
software for medical ultrasound machines. Its current suite of products
include systems for ultrasound training in paediatric and neonatal care
(BabyWorks), a hi-fidelity simulator for Point-of-Care ultrasound including
COVID-19 lung and cardiac modules (BodyWorks), a self-learning scanning
simulator for OBGYN and general medicine (ScanTrainer) and a simulator to
assist in the learning of TEE and TTE echocardiography (HeartWorks) as well as
an AI training system for ultrasound-guided Peripheral Nerve Blocks (ScanNav
Anatomy PNB Trainer) and a training solution to teach ultrasound-guided
needling (NeedleTrainer). Its Clinical AI Products include automated image
analysis for protocol-based scanning (ScanNav Assist) and the clinical side of
its automated anatomy highlighting for ultrasound guided needling (ScanNav
Anatomy).
On 4 July 2019, Intelligent Ultrasound signed its first long-term licence and
co-development agreement for its AI software with one of the world's leading
ultrasound equipment manufacturers, GE Healthcare. The long-term agreement
enables the integration of Intelligent Ultrasound's real-time AI image
analysis software onto the Voluson range of women's healthcare ultrasound
systems marketed in the global healthcare market. The AI software is currently
incorporated into the Voluson Expert 22 and SWIFT ultrasound machines. Terms
of the agreement are confidential and undisclosed for commercial reasons.
In May 2021, Intelligent Ultrasound announced the UK launch of ScanNav Anatomy
PNB that simplifies ultrasound-guided needling by providing the user with
real-time AI-based anatomy highlighting for a range of medical procedures. On
18 October 2022, the FDA granted ScanNav Anatomy PNB clearance for sale in the
USA.
The Directors intend to use the net proceeds of the Fundraising to strengthen
the balance sheet and provide additional working capital to the Company,
including the ongoing development of existing products.
The Directors expect this to be the last fund raise for the current product
range prior to profitability. With sales in FY22 forecast to reach £10
million, the Company's ambition is to reach revenues of approximately £25
million by 2025.
Background to the Company
Ultrasound is the cheapest and safest of all available imaging modalities
(X-Ray, MRI, CT etc.), and its diagnostic applicability in many areas is well
recognised but, unlike the others, ultrasound is a dynamic, real-time modality
where the skills of the operator are paramount. The Group's vision is to
make ultrasound easier to learn and simpler to use by minimising this
obstacle.
Based in Cardiff in the UK and Alpharetta in the US, Intelligent
Ultrasound specialises in real-time hi-fidelity virtual reality simulation for
the ultrasound training market ('classroom') and artificial
intelligence-based clinical image analysis software tools for the diagnostic
medical ultrasound market ('clinic').
The Group has grown sales from £4 million in 2017 to an expected £10 million
in 2022 with two revenue streams:
Simulation
The Group designs, develops and sells real-time, hi-fidelity ultrasound
training simulators for teaching ultrasound scanning to medical professionals
and medical device companies. The simulators are, in the main, high value
capital equipment sales sold through the Group's direct sales force in the US
and UK, as well as through a network of resellers covering the rest of the
world. The Group has grown sales on this side of the business to an expected
£9.4 million for FY22.
The simulation range was expanded in 2022 to four platform systems:
· ScanTrainer - specialising in Obstetrics and Gynaecology training
· HeartWorks - specialising in echocardiography training
· BodyWorks - specialising in Point of Care (POCUS) and Emergency
Medicine training and featuring a free Covid19 training module
· BabyWorks - specialising in Neonate and Paediatric training
To date, over 1400 Intelligent Ultrasound simulators have been sold to over
700 medical institutions around the world and its equipment is estimated to
have trained over 100,000 professionals globally in the last five years. The
total ultrasound training market is expected to be worth c.$200 million by
2026 (Stratview Research).
Clinical AI
A key part of the Company's 'Classroom to Clinic' vision is to provide medical
professionals with access to real-time AI-based clinical software that makes
ultrasound easier to use.
Based on the original work of Professor Alison Noble OBE, FREng, FRS, from the
University of Oxford, one of the world's leading academics in ultrasound image
analysis using AI, over the last four years Intelligent Ultrasound has
designed, built and launched three 'first to market' AI related products and
has five more in development. The team consists of 23 in-house AI developers,
software engineers and project managers.
· ScanNav Assist - an automated protocol scanning software that recognises
the 21 views recommended by the International Society of Ultrasound in
Obstetrics and Gynaecology mid-trimester practice guidelines for fetal
imaging. This technology is incorporated in GE Healthcare's Voluson SWIFT and
Voluson Expert 22 ultrasound machines, the latter of which launched to the
market in July 2022
· ScanNav Anatomy PNB - a CE approved standalone device that plugs into
existing ultrasound machines and simplifies ultrasound-guided needling by
providing the user with real-time AI-based anatomy highlighting for a range
of medical procedures. On 18 October, Intelligent Ultrasound announced that
the FDA had granted the system clearance for sale in the USA
· NeedleTrainer - a stand-alone device that teaches real-time
ultrasound guided needling and incorporates ScanNav Anatomy PNB. The system is
sold with the GE's pocket-sized wireless ultrasound probe, Vscan Air and
launched in September 2022
The AI in ultrasound imaging market is forecast to grow at a CAGR of 9.76% to
$1.3B by 2028 (Data Bridge Market Research) and Intelligent Ultrasound is
accessing this market by following a two-pronged 'AI go-to market' strategy
of:
· Signing royalty-based, 'on-machine' licences for the provision of
real-time AI software to the major manufacturers,
· Selling proprietary 'plug-in' real-time AI enabled devices direct to
the global pool of existing ultrasound machines, through Intelligent
Ultrasound's existing sales network
In January 2022 the Company announced an extension to its exclusive women's
healthcare AI agreement to enable GE Healthcare to utilise the ScanNav Assist
AI software in a new segment of automated ultrasound image analysis, that is
outside the Group's original agreement. Although the terms of the agreement
and the timings of the related product launch are undisclosed to the market
for commercial reasons, this supplementary product line is expected to support
the growth of the Group's royalty revenues in the longer term.
Clinical AI revenue, which is in the early stage of commercialisation, is
expected to be £0.6m in FY2022 and expected to increase significantly into
2023 and beyond.
Clinical AI is a key element of the Group's growth strategy as it expands both
its simulation and Clinical AI revenue streams and in the longer term aims to
develop additional future products in the area of anomaly detection.
3. Use of proceeds
The Company has conditionally raised £5.2 million (before expenses) by way of
the conditional Placing and Subscription. The expenses for the Fundraising
are expected to be approximately £400,000.
The primary purpose behind the Fundraising is to strengthen the balance sheet
and provide additional working capital, including funding the ongoing
development of the existing products.
4. Current trading and prospects
The Directors consider this to have been an excellent year and the Group
remains on target to meet the market expectation of £10m revenue in FY22.
With a strong simulation portfolio for 2023 and three clinical AI related
products launched in the market and generating early revenues, the Board is
confident that the forecast growth in sales will take the Group to
profitability, as well as achieving the Group's aspirational vision of £25m
revenues by 2025, in what the Directors believe is an exciting and dynamic
market.
5. Related parties' participation in the Fundraising
Substantial shareholders' participation in the Fundraising
The following substantial Shareholders (being a Shareholder holding 10 per
cent. or more of the Existing Ordinary Shares as at 10 November 2022, the
latest practicable date prior to publication of this Document) are
participating in the Fundraising as described below:
Number of Existing Ordinary Shares Percentage of Existing Ordinary Shares Number of New Shares subscribed for Number of Ordinary Shares held following the Placing Percentage of enlarged share capital
IP Group 56,740,641* 21.0% 11,118,000** 67,858,641 20.8%
Octopus Investments 29,953,500 11.1% 6,093,752 36,047,252 11.0%
*These shares are held by the following IP Group entities IP2IPO Portfolio
(GP) Limited, acting in its capacity as general partner of IP2IPO Portfolio LP
(20,313,649 shares); IP Venture Fund II (GP) LLP, acting in its capacity as
general partner of IP Venture Fund II LP (15,706,179 shares) and IP2IPO
Limited (20,720,813 shares)
**IP2IPO Portfolio (GP) Limited, acting in its capacity as general partner of
IP2IPO Portfolio LP has subscribed for these Ordinary Shares in the
Fundraising, however other IP Group entities may take up a proportion of this
subscription.
The participation by IP Group and Octopus Investment in the Fundraising is
classified as a related party Fundraising for the purposes of the AIM Rules by
virtue of IP Group and Octopus being both substantial shareholders (as defined
in the AIM Rules for Companies) in the Company. The Directors, having
consulted with Cenkos Securities, the Company's nominated adviser, consider
that the terms of the Fundraising with IP Group and Octopus Investments are
fair and reasonable insofar as the Company's Shareholders are concerned.
Directors' participation in the Fundraising
As part of the Fundraising, certain Directors and their connected persons and
an employee intend to subscribe (either personally or through a nominee) for
an aggregate of 1,270,270 New Shares at the Issue Price. Details of the New
Shares for which the Directors intend to subscribe (either personally or
through a nominee) are displayed below:
Name Title Number of Existing Ordinary Shares# Number of Placing Shares intended to be subscribed for(#) Value of Placing Shares intended to be subscribed for(#) Resulting shareholding following proposed subscription# Percentage of enlarged share capital following proposed subscription#
Stuart Gall Chief Executive Officer 923,474 567,568 £52,500 1,491,042 0.46%
Helen Jones Chief Financial Officer 95,238 54,054 £5,000 149,292 0.05%
Ian Whittaker Chief Operating Officer 451,172 81,081 £7,500 532,253 0.16%
Nicholas Sleep Chief Technology Officer 421,709 162,162 £15,000 583,871 0.18%
Ingeborg Oie Non-Executive Officer - 216,216 £20,000 216,216 0.07%
Nick Avis Non-Executive Officer 272,619 135,135 £12,500 407,754 0.13%
Andrew Barker Non-Executive Officer 317,992 54,054 £5,000 372,046 0.11%
7,500
54,054
£5,000
372,046
0.11%
# The number of Ordinary Shares presented in this table as being held or
subscribed for by Directors refers to the number of Ordinary Shares held or
subscribed for by them either personally or through a nominee.
The participation by the above Directors in the Fundraising is classified as a
related party transaction for the purposes of the AIM Rules. Directors not
participating in the Fundraising, (being Christian Guttmann, Michèle Lesieur
and Riccardo Pigliucci), having consulted with Cenkos Securities, the
Company's nominated adviser, consider that the terms of the Fundraising with
the above Directors are fair and reasonable insofar as the Company's
Shareholders are concerned.
6. Details of the Fundraising
The Company is proposing to raise £5.2 million (before expenses) pursuant to
the Fundraising. The Fundraising has conditionally raised a total of
approximately £2,500,159 through the placing of up to 27,028,752 EIS/VCT
Placing Shares and a total of approximately £2,699,840 through the placing
and subscription of 29,187,468 General Shares.
Admission of the New Shares to trading on AIM will occur over two Business
Days to assist investors in the EIS/VCT Placing Shares to claim certain tax
reliefs available to EIS and VCT investors. Subject to, inter alia, the
passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares
are expected to be admitted to trading on AIM on or around 8.00 a.m. on 1
December 2022, being one Business Day prior to admission to trading on AIM of
the General Shares, which are expected to be admitted to trading on AIM on or
around 8.00 a.m. on 2 December 2022. The allotment of the EIS/VCT Placing
Shares will be conditional on First Admission occurring. The allotment of the
General Shares will be conditional on the First Admission and Second Admission
occurring. Investors in the EIS/VCT Placing Shares should be aware of the
possibility that, following the First Admission, the Second Admission may not
occur.
Although the Directors believe that the EIS/VCT Placing Shares to be issued
pursuant to the Placing will be 'eligible shares' and will be capable of being
a Qualifying Holding for the purposes of investment by VCTs and will also
satisfy the conditions of section 173 of ITA for the purposes of the EIS and
the Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the EIS/VCT
Placing Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company nor Cenkos, nor any of their
respective directors, officers, employees, affiliates or advisers give any
warranty or undertaking or other assurance that relief will be available in
respect of any investment in the EIS/VCT Placing Shares, nor do they warrant
or undertake or otherwise give any assurance that the Company will conduct its
activities in a way that qualifies for or preserves its status.
The Issue Price of 9.25 pence per New Share equates to a nil discount to the
closing price of 9.25 pence on 10 November 2022, the latest Business Day prior
to publication of this Document.
The New Shares will represent approximately 17.2 per cent. of the Enlarged
Share Capital. The New Shares will, following Admission, rank in full for all
dividends and distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company after the date of their issue following
each of the First Admission and Second Admission and will otherwise rank
equally in all other respects with the Existing Ordinary Shares.
7. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos has conditionally
agreed to use its reasonable endeavours, as agent for the Company, to place
the Placing Shares with certain institutional and other investors. The Placing
has not been underwritten.
The Placing Agreement is conditional upon, inter alia:
· Resolutions 1 and 2 below being passed without amendment;
· compliance by the Company with its obligations under the
Placing Agreement;
· First Admission taking place by no later than 8.00 a.m. on
1 December 2022 (or such later date as is agreed between the Company and
Cenkos, being not later than 8.00 a.m. on the Long Stop Date); and
· Second Admission taking place by no later than 8.00 a.m. on
2 December 2022 (or such later date as is agreed between the Company and
Cenkos, being not later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement contains warranties from the Company in favour of Cenkos
in relation to, inter alia, the accuracy of the information in this Document
and other matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Cenkos in relation to certain liabilities it
may incur in respect of the Placing. Cenkos has the right to terminate the
Placing Agreement in certain circumstances prior to the First Admission and/or
Second Admission, in particular, in the event of a breach of the warranties
given to Cenkos in the Placing Agreement, the failure of the Company to comply
in any material respect with its obligations under the Placing Agreement, the
occurrence of a force majeure event or a material adverse change affecting the
condition, or the earnings, management business, affairs, solvency or
prospects of the Group as a whole.
8. General Meeting
The Directors do not currently have authority to allot all of the New Shares
and, accordingly, the Board is seeking the approval of Shareholders to allot
the New Shares at the General Meeting.
A notice convening the General Meeting, which is to be held at Floor 6A, Hodge
House, St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022, is
set out at the end of this Document. At the General Meeting, the following
Resolutions will be proposed:
· Resolution 1, which is an ordinary resolution, to authorise
the Directors to allot relevant securities for cash up to an aggregate nominal
amount of £52,000.00, being equal to 56,216,220 new Ordinary Shares (i.e. the
number of New Shares available under the Fundraising); and
· Resolution 2, which is conditional on the passing of
Resolution 1 and is a special resolution, to authorise the Directors to allot
56,216,220 new Ordinary Shares for cash pursuant to the Fundraising on a
non-pre-emptive basis.
The authorities to be granted pursuant to Resolutions 1 and 2 shall expire
on whichever is the earlier of (a) the conclusion of the next Annual General
Meeting of the Company; and (b) the date falling three months from the date of
the passing of the Resolutions (unless renewed varied or revoked by the
Company prior to or on that date) and shall be in addition to the Directors'
authorities to allot relevant securities and dis-apply statutory pre-emption
rights granted at the Company's Annual General Meeting held on 22 June 2022.
Shareholders will find accompanying this Document a Form of Proxy for use in
connection with the General Meeting. The Form of Proxy should be completed and
returned in accordance with the instructions thereon so as to be received by
Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
as soon as possible and in any event not later than 48 hours (excluding
non-Business Days) before the time of the General Meeting.
9. Recommendation
The Directors believe the Fundraising and the passing of the Resolutions to be
in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the Resolutions as they intend so to do in respect of their
beneficial shareholdings amounting to 4,051,844 Ordinary Shares, representing
approximately 1.5 per cent. of the existing issued ordinary share capital of
the Company.
As the Fundraising is conditional, inter alia, upon the passing by
Shareholders of the Resolutions at the General Meeting, Shareholders should be
aware that, if the Resolutions are not passed and First Admission and Second
Admission does not take place, the proceeds of the Fundraising will not be
received by the Company. If the proceeds of the Fundraising are not received,
the Company may be forced to curtail its development plans in order to
preserve capital until suitable alternative means of funding further
development works are identified and secured. The timing and certainty of such
funding are unclear.
Expected Timetable of Principal Events
Announcement of the Fundraising, publication and posting of the Circular and 11 November 2022
Form of Proxy
Latest time and date for receipt of completed Forms of Proxy 11.00 a.m. on 28 November 2022
General Meeting 11.00 a.m. on 30 November 2022
Announcement of result of General Meeting 30 November 2022
Admission and commencement of dealings in the EIS/VCT Placing Shares on AIM 8.00 a.m. on 1 December 2022
(First Admission)
Admission and commencement of dealings in the General Shares on AIM (Second 8.00 a.m. on 2 December 2022
Admission)
Despatch of definitive share certificates in certificated form in respect of Within 10 days of First Admission
EIS/VCT Placing Shares
Despatch of definitive share certificates in certificated form in respect of Within 10 days of Second Admission
General Shares
Notes:
i. References to times are to London time (unless otherwise stated).
ii. If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
Issue Price (per share) 9.25 pence
Number of Existing Ordinary Shares 270,653,485
Number of General Shares issued in the Placing 15,475,360
Number of EIS/VCT Placing Shares 27,028,752
Total number of Placing Shares 42,504,112
Subscription Shares 13,712,108
Total New Shares 56,216,220
Enlarged Share Capital 326,869,705
New Shares as a percentage of the Enlarged Share Capital 17.2%
Gross proceeds of the Fundraising £5,200,000
Definitions
The following definitions apply throughout this announcement unless the
context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission means the First Admission and the Second Admission, as context requires
AI artificial intelligence
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Cenkos or Cenkos Securities Cenkos Securities plc
certificated form or in an Ordinary Share recorded on a company's share register as being
certificated form held in certificated form (namely, not in CREST)
Clinical AI Products ScanNav Assist, ScanNav AnatomyGuide and NeedleTrainer
Company or Intelligent Ultrasound Intelligent Ultrasound Group plc, a company incorporated and registered in
England and Wales under the Companies Act 2006 with registered number 09028611
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST
Courier and Sorting Services Manual, Daily Timetable, CREST Application
Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as
published by Euroclear
CREST member a person who has been admitted to CREST as a system-member (as defined in the
CREST Manual)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
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
Directors or Board the directors of the Company whose names are set out on page 6 of this
document, or any duly authorised committee thereof
Document this document which, for the avoidance of doubt, does not comprise a
prospectus (under the Prospectus Regulation Rules) or an admission document
(under the AIM Rules)
EIS enterprise investment scheme
EIS/VCT Placing the placing of Placing Shares to be issued under the Placing and either (i) in
respect of which EIS relief is to be claimed; or (ii) constituting a
qualifying holding for VCT purposes
EIS/VCT Placing Shares the 27,028,752 new Ordinary Shares to be issued and allotted to the Placees
pursuant to the EIS/VCT Placing
Enlarged Share Capital the entire issued share capital of the Company following completion of the
Fundraising following First Admission and Second Admission
EU the European Union
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 270,653,485 Ordinary Shares in issue at the date of this Document, all of
which are admitted to trading on AIM
FCA the UK Financial Conduct Authority
FDA the US Food and Drug Administration
First Admission the admission to trading on AIM of the EIS/VCT Placing Shares
Form of Proxy the form of proxy for use in connection with the General Meeting which
accompanies this Document
FSMA the Financial Services and Markets Act 2000 (as amended)
Fundraising together, the Placing and the Subscription (or any part of them)
General Meeting the general meeting of the Company to be held at Floor 6A, Hodge House,
114-116 St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022,
notice of which is set out at the end of this Document
General Placing the placing and subscription of New Shares which do not constitute EIS/VCT
Placing Shares
General Shares the 29,187,468 New Shares to be issued and allotted to the Placees and
Subscribers pursuant to the General Placing
Issue Price 9.25 pence per New Share
Group the Company and its subsidiaries
HMRC HM Revenue and Customs (which shall include its predecessors, the Inland
Revenue and HM Customs and Excise)
Link Asset Services or Link a trading name of Link Market Services Limited
London Stock Exchange London Stock Exchange plc
Long Stop Date 16 December 2022
Notice of General Meeting the notice convening the General Meeting which is set out at the end of this
document
New Shares the Placing Shares and the Subscription Shares (or any of them)
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Placee the subscribers for the Placing Shares pursuant to the Placing
Placing the EIS/VCT Placing and General Placing
Placing Agreement the agreement entered into between the Company and Cenkos Securities in
respect of the Placing dated 11 November 2022, as described in this Document
Placing Shares the 42,504,112 new Ordinary Shares to be issued pursuant to the Placing, being
the EIS/VCT Placing Shares and the General Shares
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA, as set
out in the Prospectus Regulation Rules Sourcebook;
Regulatory Information Service has the meaning given in the AIM Rules for Companies
Resolutions the resolutions set out in the Notice of General Meeting
Restricted Jurisdiction each and any of Australia, Canada, Japan, New Zealand, the Republic of South
Africa or the United States and any other jurisdiction where the Offer would
breach any applicable law or regulations
Second Admission the admission to trading on AIM of the General Shares
Shareholders holders of Ordinary Shares in the Company
Simulation Products ScanTrainer, HeartWorks, BodyWorks and BabyWorks ultrasound training
simulators
SonoLyst SonoLyst, the world's first fully integrated AI tool that recognises the 21
views recommended by the International Society of Ultrasound in Obstetrics and
Gynaecology mid-trimester practice guidelines for fetal imaging and
incorporates Intelligent Ultrasound's ScanNav Assist AI technology
Subscription the subscription of 13,712,108 New Shares by certain investors pursuant to the
Subscription Letters
Subscription Letters the agreements entered into by the Company and certain investors to subscribe
for New Shares
Subscription Shares the 13,712,108 New Shares to be subscribed pursuant to the Subscription
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Uncertificated or Uncertificated form recorded on the relevant register or other record of the Shares or other
security concerned as being held in uncertificated form in CREST, and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST
US Person has the meaning given in the United States Securities Act 1933 (as amended)
VCT Venture Capital Trust
voting rights all voting rights attributable to the share capital of the Company which are
currently exercisable at a general meeting
£ and p United Kingdom pounds sterling and pence respectively, the lawful currency of
the United Kingdom
Important Notices
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the FCA, is acting as nominated adviser and broker to the Company and no-one
else in connection with the Placing and Admission. Cenkos Securities will
not be responsible to anyone other than the Company for providing the
regulatory and legal protections afforded to customers (as defined in the
rules of the FCA) of Cenkos Securities nor for providing advice in relation to
the contents of this announcement or any matter, transaction or arrangement
referred to in it. The responsibilities of Cenkos Securities, as nominated
adviser under the AIM Rules for Nominated Advisers, are owed solely to London
Stock Exchange and are not owed to the Company or any director of the Company
or to any other person in respect of their decision to subscribe for or
purchase Placing Shares.
Forward-looking statements
Some of the statements in this announcement include forward looking statements
which reflect the Directors' current views with respect to financial
performance, business strategy, plans and objectives of management for future
operations (including development plans relating to the Company's products and
services). These statements include forward looking statements both with
respect to the Company and with respect to the sectors and industries in which
the Company operates. Statements which include the words "expects",
"intends", "plans", believes", "projects", "anticipates", "will", "targets",
"aims", "may", "would", "could", "continue" and similar statements or
negatives thereof are of a forward looking nature.
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 and therefore are based on current beliefs and
expectations about future events. Forward-looking statements are not
guarantees of future performance and the Company's actual operating results
and financial condition, and the development of the industry in which it
operates may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. In addition, even
if the Company's operating results, financial condition and liquidity, and the
development of the industry in which the Company operates are consistent with
the forward looking statements contained in this announcement, those results
or developments may not be indicative of results or developments in subsequent
periods. Accordingly, prospective investors should not rely on these
forward-looking statements.
These forward-looking statements speak only as of the date of this
announcement. The Company expressly disclaims any obligation to publicly
update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise, unless required to do so by
applicable law or the AIM Rules for Companies. All subsequent written and
oral forward-looking statements attributable to the Group or individuals
acting on behalf of the Group are expressly qualified in their entirety by
this paragraph. Prospective investors should specifically consider the
factors identified in this announcement which could cause actual results to
differ from those indicated or suggested by the forward-looking statements in
this announcement before making an investment decision.
Important information
Neither this announcement nor any copy of it may be made or transmitted into
the United States, or distributed, directly or indirectly, in the United
States. Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities laws. Any
failure to comply with this restriction may constitute a violation of United
States, Australian, Canadian, South African, New Zealand, or Japanese
securities laws or the securities laws of any other jurisdiction (other than
the United Kingdom). The distribution of this announcement in other
jurisdictions may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any such
restrictions. This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for securities in the United States, Australia, Canada, the
Republic of South Africa, New Zealand, Japan, or in any jurisdiction in which
such offer or solicitation is unlawful.
The securities to which this announcement relates have not been, and will not
be, registered under the Securities Act or with any regulatory authority or
under any applicable securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within, into or in the United States except pursuant
to an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any applicable state or other jurisdiction of the United
States. There will be no public offer of the securities in the United States.
The securities have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the securities or the accuracy
or adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States. In addition, offers, sales or
transfers of the securities in or into the United States for a period of time
following completion of the Placing by a person (whether or not participating
in the Placing) may violate the registration requirement of the Securities
Act.
The securities referred to herein have not been and will not be registered
under the applicable securities laws of Australia, Canada, the Republic of
South Africa, New Zealand or Japan and, subject to certain exceptions, may not
be offered or sold within Australia, Canada, the Republic of South Africa, New
Zealand, or Japan, or to any national, resident or citizen of Australia,
Canada, the Republic of South Africa, New Zealand, or Japan, or any other
jurisdiction where to do so might constitute a violation of local securities
laws or regulations.
No representation or warranty, express or implied, is made by the Company or
Cenkos Securities as to any of the contents of this announcement, including
its accuracy, completeness or for any other statement made or purported to be
made by it or on behalf of it, the Company, the Directors or any other person,
in connection with the Placing and Admission and nothing in this announcement
shall be relied upon as a promise or representation in this respect, whether
as to the past or the future (without limiting the statutory rights of any
person to whom this announcement is issued). Cenkos Securities does not accept
any liability whatsoever for the accuracy of any information or opinions
contained in this announcement or for the omission of any material information
from this announcement for which the Company and the Directors are solely
responsible.
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