REG - Intelligent Ultrasnd - Scheme of Arrangement Becomes Effective

Intelligent UltrasoundAnnouncement

18/02/2025 07:15

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RNS Number : 4962X  Intelligent Ultrasound Group PLC  18 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

18 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

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

On 19 December 2024, the boards of Intelligent Ultrasound and Surgical
Science announced that they had reached agreement on the terms of a
recommended cash offer to be made by Surgical Science to acquire the entire
issued and to be issued ordinary share capital of Intelligent Ultrasound
(the "Acquisition"). The Acquisition is intended to be effected by means of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Companies Act").

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").

Scheme Effective

Further to the announcement made by Intelligent Ultrasound on 14 February 2025
in relation to the sanction of the Scheme by the Court, Intelligent Ultrasound
and Surgical Science are pleased to announce that, following delivery of the
Court Order to the Registrar of Companies earlier today, the Scheme has now
become Effective in accordance with its terms. The entire issued share capital
of Intelligent Ultrasound is now owned or controlled by Surgical Science, and
the Acquisition has therefore completed.

Settlement of consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Intelligent Ultrasound at 6.00 p.m. (being the Scheme Record Time) on 17
February 2025 will be entitled to receive 13 pence in cash for each Scheme
Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by the despatch of a cheque (for Scheme Shareholders holding
Scheme Shares in certificated form) or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in uncertificated form) by no later
than 4 March 2025.

Suspension and cancellation of admission to trading of Intelligent Ultrasound
Shares

Trading in Intelligent Ultrasound Shares on AIM was suspended with effect from
7.30 a.m. today (18 February 2025) and the cancellation of the admission to
trading of Intelligent Ultrasound Shares on AIM is expected to be effective
from 7.00 a.m. tomorrow (19 February 2025).

Board changes

As the Scheme has now become Effective, Intelligent Ultrasound duly announces
that, as of today, Anna Ahlberg and Tom Englund have consented to act as
directors of Intelligent Ultrasound and will be appointed to the board of
Intelligent Ultrasound from today's date.

Dealing disclosures

Intelligent Ultrasound is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously notified
to investors no longer apply.

Enquiries:

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

 Helen Jones, CFO
 Cavendish Capital Markets Limited (Rule 3 Independent Financial Adviser,  +44 (0) 20 7220 0500
 Nominated Adviser and Corporate Broker to Intelligent Ultrasound)
 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

 Surgical Science
 Tom Englund, CEO                                                          +46 70 916 16 81

 Anna Ahlberg, CFO                                                         +46 70 855 38 35

 Pareto Securities AB (Joint Financial Adviser to Surgical Science)

                                                                           +46 8 402 50 00
 Anthony Leach / Aneesh Khokar

 Tolis Emmanouil / Marcus Carlsson
 Strand Hanson Limited (Joint Financial Adviser to Surgical Science)       +44 (0) 207 409 3494
 James Dance / Christopher Raggett

 Matthew Chandler / Rob Patrick

 

Baker McKenzie LLP is acting as legal adviser to Surgical Science.

Fieldfisher LLP is acting as legal adviser to Intelligent Ultrasound.

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 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.

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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