REG - Intelligent Ultrasnd - Results of Court Meeting and General Meeting

Intelligent UltrasoundAnnouncement

06/02/2025 12:45

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RNS Number : 2176W  Intelligent Ultrasound Group PLC  06 February 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

6 February 2025

RECOMMENDED CASH ACQUISITION

of

Intelligent Ultrasound Group plc ("Intelligent Ultrasound")

by

Surgical Science Sweden AB ("Surgical Science")

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

 

On 19 December 2024, the boards of Intelligent Ultrasound and Surgical Science
announced that they had reached agreement on the terms and conditions of a
recommended cash acquisition by Surgical Science of the entire issued and to
be issued share capital of Intelligent Ultrasound (the "Acquisition"). The
Acquisition is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006, which requires the
approval of Intelligent Ultrasound Shareholders and the sanction of the Court
(the "Scheme").

Unless otherwise defined, all capitalised terms in this announcement shall
have the meanings given to them in the scheme document published by
Intelligent Ultrasound on 15 January 2025 in connection with the Scheme (the
"Scheme Document").

Court Meeting and General Meeting

The Intelligent Ultrasound Board is pleased to announce the results of the
Court Meeting and General Meeting held today in connection with the
Acquisition.

At the Court Meeting, as more particularly described below, a majority in
number of the Scheme Shareholders who voted and were entitled to vote (either
in person or by proxy), representing not less than 75 per cent. in value of
the Scheme Shares held by such Scheme Shareholders, voted in favour of the
resolution to approve the Scheme.

At the General Meeting, as more particularly described below, the requisite
majority of Intelligent Ultrasound Shareholders voted to pass the special
resolution proposed at the General Meeting to approve the implementation of
the Scheme, including the adoption of the amended Intelligent Ultrasound
Articles.

Accordingly, the Scheme was approved.

Full details of the resolutions that were proposed are set out in the notices
of the Court Meeting and General Meeting contained in the Scheme Document,
which is available on Intelligent Ultrasound's website at:
https://www.intelligentultrasound.com/surgical-science-offer/
(https://www.intelligentultrasound.com/surgical-science-offer/)

Voting Results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below.
Each Scheme Shareholder present in person or by proxy was entitled to one vote
for each Scheme Share held at the Voting Record Time.

 Results of Court Meeting ((1)  )                                            FOR          AGAINST     TOTAL
 Number of Scheme Shares voted                                               241,828,963  13,958,280  255,787,243
 Percentage of Scheme Shares voted ((2))                                     94.54        5.46        100
 Number of Scheme Shareholders who voted                                     41           4           41
 Percentage of Scheme Shareholders who voted ((2))                           91.11        8.89        100
 Number of Scheme Shares voted as a percentage of the issued ordinary share  73.06        4.22        77.28
 capital eligible to be voted at the Court Meeting ((3)  )

 

(1)  The total number in Column 4 of the above table of those present by
proxy and voting includes 4 members who gave instructions for votes to be cast
in favour of the resolution in respect of part of its holding and against the
resolution in respect of another part of its holding. The total of the scheme
shareholders voted exceeds the related totals in Column 2 and 3 because such
case has been treated as involving both a number of votes cast in favour of
the resolution and a number of votes cast against.

(2)  Rounded to two decimal places. As a result of such rounding, the totals
of percentages presented in these totals may vary slightly from the actual
arithmetical totals of such percentages.

(3)  The total number of Scheme Shares in issue and eligible to vote on the
Scheme at the Voting Record Time was 331,013,103.

 

Voting Results of the General Meeting

The results of the poll at the General Meeting are set out in the table below.
Each Intelligent Ultrasound Shareholder present in person or by proxy was
entitled to one vote for each Intelligent Ultrasound Share held at the Voting
Record Time.

 

                               FOR                              AGAINST                          TOTAL                WITHHELD ((1) )( )
 Special Resolution            No. of votes  % of votes((2) )   No. of votes  % of votes((2) )   No. of votes((3) )   No. of votes
 Implementation of the Scheme  241,176,359   94.51              14,020,534    5.49               255,196,893          10,000

 

(1)  A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the Special
Resolution.

(2)  Rounded to two decimal places. As a result of such rounding, the totals
of percentages presented in these totals may vary slightly from the actual
arithmetical totals of such percentages.

(3)  The total number of Intelligent Ultrasound Shares in issue at the Voting
Record Time was 331,013,103.

 

Expected Timetable of Principal Events

The Scheme remains subject to the satisfaction or (where applicable) waiver of
the remaining Conditions (as set out in Part 4 of the Scheme Document).

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document and is repeated in this
announcement. Any updates to the expected timetable, including the date and
time of the Scheme Court Hearing once confirmed, will be announced through
a Regulatory Information Service.

All times shown in this announcement are references to London time unless
otherwise stated.

 Event                                                                                       Expected time/date
 Scheme Court Hearing to sanction the Scheme                                     14 February 2025
 Last day of dealings in, and for registration of transfers of, Intelligent      17 February 2025
 Ultrasound Shares

 Scheme Record Time                                                              6.00 p.m. on 17 February 2025
 Disablement of CREST in respect of Intelligent Ultrasound Shares                6.00 p.m. on 17 February 2025

 Effective Date of the Scheme                                                    18 February 2025

 Suspension of admission to trading of, and dealings in, Intelligent Ultrasound  before markets open on 18 February 2025
 Shares
 Cancellation of admission of trading on AIM of Intelligent Ultrasound Shares    8.00 a.m. on 19 February 2025

 Despatch of cheques, despatch of electronic payments and crediting of CREST     within 14 days of the Effective Date
 accounts for cash consideration under the Scheme
 Long Stop Date                                                                  30 June 2025

 

-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)
 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 (http://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.

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Intelligent Ultrasound
Shareholders, persons with information rights and participants in the
Intelligent Ultrasound Share Plan may request a hard copy of this
announcement, free of charge, by contacting Intelligent Ultrasound's
registrar, MUFG Pension & Market Services Holdings Limited (formerly Link
Group), either in writing to Central Square, 29 Wellington Street, Leeds LS1
4DL or by calling +44 (0)371 664 0321. Calls outside the United Kingdom will
be charged at the applicable international rate. Lines are open between 9.00
a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in
England and Wales. A hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Takeover Code, such persons 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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