REG - Intelligent Ultrasnd Surgical Sci. Sweden - Publication of Scheme Document

Intelligent UltrasoundAnnouncement

15/01/2025 07:00

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RNS Number : 3374T  Intelligent Ultrasound Group PLC  15 January 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

15 January 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

 

PUBLICATION OF THE SCHEME DOCUMENT

 

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").

Publication of the Scheme Document

Intelligent Ultrasound and Surgical Science are pleased to announce that a
circular in relation to the Acquisition (the "Scheme Document") setting out,
amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Intelligent
Ultrasound Shareholders is today being published on Intelligent Ultrasound's
website at https://www.intelligentultrasound.com/surgical-science-offer/ and
on Surgical Science's website
at https://www.surgicalscience.com/recommended-offer-for-intelligent-ultrasound-group-plc/.

Hard copies of the Scheme Document and/or a website notification of
availability (providing details of the website where the Scheme Document may
be accessed) are being sent to Intelligent Ultrasound Shareholders (depending
on communication preferences selected) today. Hard copies of the Forms of
Proxy for the Court Meeting and General Meeting are being posted to
Intelligent Ultrasound Shareholders today.

Capitalised terms used but not defined in this announcement (the
"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.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will
require, amongst other things: (i) the approval of a majority in number of the
Scheme Shareholders present and voting (and entitled to vote) either in person
or by proxy at the Court Meeting (or any adjournment thereof), representing
not less than 75 per cent. in value of the Scheme Shares voted by such Scheme
Shareholders; (ii) the passing of the Resolution (being the special resolution
of the Intelligent Ultrasound Shareholders to approve the Acquisition) by the
requisite majority of Intelligent Ultrasound Shareholders at the General
Meeting (or any adjournment thereof); and (iii) the subsequent sanction of the
Scheme by the Court. The Scheme is also subject to the satisfaction or waiver
of the other Conditions and further terms that are set out in the Scheme
Document.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and
10.15 a.m. respectively on 6 February 2025 (or, in respect of the General
Meeting, as soon thereafter as the Court Meeting is concluded or adjourned),
to be held at the offices of Memery Crystal, 165 Fleet Street, London EC4A
2DY, are set out in the Scheme Document. Any changes to the arrangements for
the Court Meeting and the General Meeting will be communicated to Intelligent
Ultrasound Shareholders before the relevant Intelligent Ultrasound Meeting,
through the Intelligent Ultrasound website at
https://www.intelligentultrasound.com/surgical-science-offer/ and by
announcement through a Regulatory Information Service.

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 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.

Recommendation

The Intelligent Ultrasound Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the Intelligent
Ultrasound Directors, Cavendish have taken into account the commercial
assessments of the Intelligent Ultrasound Directors. Cavendish is providing
independent financial advice to the Intelligent Ultrasound Directors for the
purposes of Rule 3 of the Takeover Code.

Accordingly, the Intelligent Ultrasound Directors unanimously recommend that
Intelligent Ultrasound Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution proposed at the General Meeting, as the Intelligent
Ultrasound Directors who beneficially hold Intelligent Ultrasound Shares have
irrevocably undertaken to do (or procure to be done) in respect of their own
beneficial holdings of Intelligent Ultrasound Shares.

Intelligent Ultrasound Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the Scheme.

Dispatch of Rule 15 Letters

In accordance with Rule 15 of the Takeover Code, joint letters from
Intelligent Ultrasound and Surgical Science are being sent today to
participants in the Intelligent Ultrasound Share Plan to provide information
on how the Scheme and the Acquisition will affect their options and the
arrangements applicable to those participants, including details of proposals
being made, recommendations in relation to such proposals and relevant dates
and times (the "Rule 15 Letters").

The Rule 15 Letters will also be available on Intelligent Ultrasound's website
at https://www.intelligentultrasound.com/surgical-science-offer/ and on
Surgical Science's website at
https://www.surgicalscience.com/recommended-offer-for-intelligent-ultrasound-group-plc/.

Irrevocable undertakings and Letter of Intent

In total, Surgical Science has received irrevocable undertakings or a letter
of intent in respect of, in aggregate, 155,494,429 Intelligent Ultrasound
Shares representing approximately 47 per cent. of the existing issued ordinary
share capital of Intelligent Ultrasound as at 14 January 2025 (being the
Latest Practicable Date). Further details of these irrevocable undertakings
and letter of intent are set out in paragraph 4 of Part VII (Additional
Information) of the Scheme Document.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of
the Scheme is set out in the Scheme Document and in this Announcement. If any
of the key dates set out in the expected timetable change, an announcement
will be made through a Regulatory Information Service and will be made
available on Intelligent Ultrasound's website
at https://www.intelligentultrasound.com/surgical-science-offer/ and on
Surgical Science's website
at https://www.surgicalscience.com/recommended-offer-for-intelligent-ultrasound-group-plc/.
The Acquisition is expected to complete in the first quarter of 2025 subject
to, amongst other things, the sanction of the Scheme by the Court.

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

 Event                                                                                                                                Expected time/date
 Publication of this Announcement                                                                                         15 January 2025

 Publication of the Scheme Document                                                                                       15 January 2025

 Latest time for lodging BLUE Forms of Proxy for Court Meeting                                                            10.00 a.m. on 4 February 2025

 Latest time for lodging YELLOW Forms of Proxy for General Meeting                                                        10.15 a.m. on 4 February 2025

 Voting Record Time for Court Meeting and General Meeting                                                                 6.00 p.m. on 4 February 2025

 Court Meeting                                                                                                            10.00 a.m. on 6 February 2025

 General Meeting                                                                                                          10.15 a.m. on 6 February 2025

 The following dates are indicative only and are subject to change

 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

 

Suspension, Cancellation of admission to trading on AIM of Intelligent
Ultrasound Shares and Re-Registration

It is expected that dealings in Intelligent Ultrasound Shares will be
suspended at 7.30 a.m. London time on the day which is two Business Days after
the Scheme Court Hearing. Application is being made to the London Stock
Exchange for the cancellation of admission to trading of the Intelligent
Ultrasound Shares on AIM, to take effect shortly following the Effective Date.

On the Effective Date, share certificates in respect of Intelligent Ultrasound
Shares shall cease to be valid and entitlements to Intelligent Ultrasound
Shares held within the CREST system shall be cancelled.

It is also intended that, as soon as possible after the Effective Date and
after its shares cease to be traded on AIM, Intelligent Ultrasound will be
re-registered as a private limited company under the relevant provisions of
the Companies Act.

Helpline

If Intelligent Ultrasound Shareholders have any questions relating to this
Announcement, the Scheme Document or the completion and return of the Forms of
Proxy, or appointment of a proxy through the CREST electronic proxy
appointment service, please contact Link Group by calling +44 (0)371 664 0321
or emailing Link Group at shareholderenquiries@linkgroup.co.uk. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

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.

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal
adviser to Intelligent Ultrasound.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Intelligent
Ultrasound in any jurisdiction in contravention of applicable law.

The Acquisition will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document), which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Disclaimers

This announcement does not constitute any advice or recommendation with
respect to such securities or other financial instruments.

Pareto Securities AB ("Pareto"), which is a Swedish investment firm supervised
by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting
as joint financial adviser to Surgical Science and no one else in connection
with the Acquisition and will not be responsible to anyone other than Surgical
Science for providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any other matter referred to
herein.

 

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as joint financial adviser to
Surgical Science and no one else in connection with the Acquisition and will
not regard any other person as its client in relation to the Acquisition and
will not be responsible to anyone other than Surgical Science for providing
the protections afforded to clients of Strand Hanson, nor for providing advice
in relation to any matter referred to in this announcement. Neither Strand
Hanson nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Strand
Hanson in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser,
financial adviser, nominated adviser and corporate broker to Intelligent
Ultrasound and no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the Acquisition and will
not be responsible to anyone other than Intelligent Ultrasound for providing
the protections afforded to clients of Cavendish, nor for providing advice in
relation to any matter referred to in this announcement. Neither Cavendish nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cavendish in
connection with the matters referred to in this announcement, any statement
contained herein or otherwise.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom and Sweden may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the United Kingdom and Sweden should inform themselves about, and
observe, any applicable requirements. Any failure to comply with such
requirements may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. This
announcement has been prepared in accordance with and for the purpose of
complying with English law, the Takeover Code, the AIM Rules, the Market Abuse
Regulation and the Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside the United Kingdom or
Sweden.

The availability of the Acquisition to Intelligent Ultrasound Shareholders who
are not resident in and citizens of the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
Intelligent Ultrasound Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Offer Document).

Unless otherwise determined by Surgical Science or required by the Takeover
Code, and permitted by applicable law and regulation, the Acquisition will not
be made available, directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e‑mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Copies of this announcement and
any formal documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such
documents in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into, from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e‑mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the
Scheme Document.

Notice to U.S. Intelligent Ultrasound Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the United Kingdom
to schemes of arrangement which differ from the disclosure requirements of the
tender offer and proxy solicitation rules under the U.S. Exchange Act. The
financial information included in this announcement has been prepared in
accordance with UK-adopted IFRS and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

If, in the future, Surgical Science exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the United
States, the Takeover Offer will be made in compliance with the applicable laws
and regulations of the United Kingdom and the United States, including any
applicable exemptions under the U.S. Exchange Act.

Surgical Science and Intelligent Ultrasound are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may be residents
of a non-U.S. jurisdiction. As a result, U.S. holders of Intelligent
Ultrasound Shares may not be able to effect service of process upon a non-U.S.
company or its officers or directors or to enforce against them a judgement of
a U.S. court for violations of the federal and state securities laws of the
United States.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Surgical Science, certain affiliated
companies and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, Intelligent
Ultrasound Shares outside of the U.S., other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any such purchases will not be made at prices higher than the price of the
Acquisition provided in this announcement unless the price of the Acquisition
is increased accordingly. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be made available on the London Stock Exchange
website, www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

U.S. Intelligent Ultrasound Shareholders should also be aware that the
transaction contemplated herein may have tax consequences in the U.S. and,
that such consequences, if any, are not described herein. U.S. Intelligent
Ultrasound Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this transaction.

Neither the Acquisition nor this announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have such authorities approved or disapproved or passed
judgement upon the fairness or the merits of the Acquisition, or determined if
the information contained in this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.

Forward-looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Surgical Science and Intelligent Ultrasound contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Surgical Science and Intelligent Ultrasound about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Surgical
Science and Intelligent Ultrasound (including their future prospects,
developments and strategies), the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "prepares", "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost saving", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Forward looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Surgical Science's and Intelligent Ultrasound's, any
member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Surgical Science's and Intelligent Ultrasound's,
any member of the Surgical Science Group or any member of the Intelligent
Ultrasound Group's, business.

Although Surgical Science and Intelligent Ultrasound believe that the
expectations reflected in such forward-looking statements are reasonable,
Surgical Science and Intelligent Ultrasound can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain shareholder approvals and the satisfaction
of other Conditions on the proposed terms and schedule; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general economic and
market conditions in the countries in which Surgical Science and Intelligent
Ultrasound operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Surgical
Science and Intelligent Ultrasound operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Surgical Science
nor Intelligent Ultrasound, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. You are
cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Intelligent Ultrasound Group, there may be
additional changes to the Intelligent Ultrasound Group's operations. As a
result, and given the fact that the changes relate to the future, the
resulting cost synergies may be materially greater or less than those
estimated.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Surgical Science Group or the Intelligent Ultrasound Group, or
any of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the cautionary
statement above.

Other than in accordance with their legal or regulatory obligations, neither
Surgical Science nor Intelligent Ultrasound is under any obligation, and
Surgical Science and Intelligent Ultrasound expressly disclaim any intention
or obligation, to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

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 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) of the Takeover Code
applies must be made by no later than 3.30 p.m. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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.

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. 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 offeror 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 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 offeror 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.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Intelligent Ultrasound'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. For the avoidance of doubt, neither
the content of these websites nor of any website accessible from hyperlinks
set out in this announcement is incorporated by reference or forms part of
this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Intelligent Ultrasound or Surgical Science for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Intelligent Ultrasound or Surgical Science
(as the case may be).

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Intelligent Ultrasound
Shareholders, persons with information rights and participants in Intelligent
Ultrasound Share Plan may request a hard copy of this announcement, free of
charge, by contacting Intelligent Ultrasound's registrar, Link Group, either
in writing to Central Square, 29 Wellington Street, Leeds LS1 4DL, by email to
shareholderenquiries@linkgroup.co.uk or by calling +44 (0)371 664 0391. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard copy form.
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. Monday to
Friday excluding public holidays in England and Wales. For persons who receive
a copy of this announcement in electronic form or via a website notification,
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) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

Surgical Science reserves the right to elect, with the consent of the Panel
(where necessary) and subject to the terms of the Cooperation Agreement, to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such an event, the Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which would apply
to the Scheme (subject to appropriate amendments).

If the Acquisition is effected by way of a Takeover Offer, and the Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Surgical Science intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining Intelligent Ultrasound Shares in respect of
which the Takeover Offer has not been accepted.

Investors should be aware that Surgical Science may purchase Intelligent
Ultrasound Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.

Rule 2.9 information

For the purposes of Rule 2.9 of the Takeover Code, Intelligent Ultrasound
confirms that, as at 15 January 2025, it had in issue 331,013,103 ordinary
shares of 1 penny each admitted to trading on AIM. The ISIN for the ordinary
shares is GB00BN791Q39.

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