25 Mar 2020 07:00
25 March 2020
AorTech International plc
("AorTech" or the "Company")
Re Proposed Acquisition of RUA Medical Devices Limited ("RUA")
and
General Meeting to be held on 31 March 2020
The Circular issued to the shareholders of the Company on 11 March 2020 (the "Circular") contained a Notice convening a General Meeting to be held at 10.00 a.m. on 31 March 2020 at 163 Bath Street, Glasgow G2 4SQ (the "General Meeting").
Since the issue of the Circular, the effects of the COVID-19 virus (Coronavirus) have increased greatly, to the extent that normal business life is now interrupted to a material extent.
Based on current conditions, and especially following the announcements by the UK and Scottish Governments on 23 March 2020, it is envisaged that it will not be possible to convene the General Meeting at its intended location.
The Independent Directors remain of the belief (as stated in the Circular) that the acquisition of RUA is in the best interests of the Company and its shareholders as a whole. Accordingly, the Independent Directors intend, in so far as they are able, to proceed with the General Meeting and thereafter complete the acquisition of RUA in accordance with the timetable set out in the Circular.
In light of current Government guidance and advice, the Directors are advising shareholders not to travel to attend the General Meeting. Currently it is not possible to gain access, for the purposes of holding a meeting, to the building in which the General Meeting is to be held; and it is currently envisaged that this will remain the position on 31 March 2020.
If it is not possible to convene the General Meeting at 163 Bath Street, Glasgow G2 4SQ at 10.00 a.m. on 31 March 2020, the Directors intend to adjourn the meeting to a time later that day and at a location where it is known that a quorum will be present without the requirement of additional shareholders attending. This will allow the General Meeting to be held in accordance with the timetable set out in the Circular.
The voting on each of the resolutions contained in the Notice of the General Meeting will be carried out by way of a poll, which will be conducted at the meeting itself. The Independent Directors therefore encourage shareholders to submit a completed Proxy Form by the deadline of 10.00 a.m. on 27 March 2020.
Instructions for completion and return of a hard copy proxy form are set out in Note 8 to the Notice of General Meeting. In view of the current difficulties in transmitting documents by post, the Directors have decided that, for the purposes of the General Meeting, to treat any form of proxy (which is otherwise completed in accordance with the instructions in Note 8) as properly deposited for the purpose of the Company's Articles of Association if a copy is delivered by electronic means. For this purpose, a copy of the completed form of proxy can be transmitted by email to the Company's solicitors, Davidson Chalmers Stewart LLP, at the email address alan.stewart@dcslegal.com.
Instructions for appointment of a proxy through CREST are set out in Note 9 to the Notice of General Meeting.
In the Circular it was stated that following completion of the acquisition of RUA, the Company intended to change its name to RUA Life Sciences plc and that certain subsidiaries would also change names. It is still the intention that these changes should happen, but the implementation will be delayed until the Company is satisfied that a normal service is available from Companies House. A further announcement will be made in due course.
Defined terms used in this announcement have the same meaning as in the Circular.
For further information contact:
AorTech International plc Tel: +44 (0)7730 718296
Bill Brown, Chairman
Shore Capital Tel: +44 (0)20 7408 4080
Tom Griffiths/David Coaten
About AorTech
AorTech has developed biostable, implantable polymers, including Elast-Eon™ and ECSil™, now manufactured on its behalf by Biomerics LLC in Utah, USA. Elast-Eon™ and ECSil™'s biostability is comparable to silicone while exhibiting excellent mechanical, blood contacting and flex-fatigue properties. These polymers can be processed using conventional thermoplastic extrusion and moulding techniques. With over 6 million implants and over 10 years of successful clinical use, AorTech polymers are proven in long term life enabling applications.
In addition to continuing to exploit AorTech's Intellectual Property related to the world class biomaterial - Elast-Eon™, AorTech is now incorporating this material into a number of medical devices of our own design. Elast-Eon™ has first class long term blood contacting properties and, as a result, all of the initial products being developed are for the cardio vascular field. Each device is being designed to have improved clinical outcomes over current device technology, eliminating the use of animal sourced material whilst allowing procedures to remain the same, therefore avoiding having to retrain surgeons in new ways of operating.