Last checked at 17 Feb 2023 12:10
THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
LEI: 213800H188ZDCWWXFA21
17 February 2023
Creo Medical Group plc
("Creo" or the "Company")
Launch of Open Offer, Posting of Circular
and
Notice of General Meeting
The Company is pleased to announce that, further to the announcement made on 16 February 2023 (RNS No:0797Q) regarding the Fundraising (the "Launch Announcement"), it is proposing to raise up to approximately £5.2 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 26,048,909 Open Offer Shares at an Offer Price of 20 pence per Open Offer Share.
Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:
1 Open Offer Share for every 7 Existing Ordinary Shares
held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Shares then held.
Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility and as such, Qualifying Shareholders seeking to limit their dilution from the Placing can also request additional Open Offer Shares ("Excess Shares") under the Excess Application Facility. The Open Offer is not being underwritten.
The Open Offer is conditional upon, among other things (i) the Resolutions being duly passed by Shareholders at the General Meeting and (ii) Admission having become effective at or before 8.00 a.m. on 9 March 2023 (or such later time and/or date as Cenkos may agree with the Company not being later than 8.00 a.m. on 31 March 2023).
Posting of Circular
The Company also confirms that a circular, which contains further details regarding the Open Offer and a notice convening the General Meeting (the "Circular"), has been posted today to Shareholders, along with the Application Form (where applicable). The Circular will also be made available on the Company's website: www.creomedical/investors.
Notice of General Meeting
The General Meeting has been convened for 8 March 2023 at 10 a.m. at the offices of Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1 6EG.
Capitalised terms used in this announcement have the meanings given to them in the Circular unless the context provides otherwise.
Creo Medical Group plc | www.creomedical.com | |
Richard Rees (CFO) | +44 (0)1291 606 005 | |
Cenkos Securities plc | +44 (0)20 7397 8900 | |
Camilla Hume/ Stephen Keys (NOMAD) | ||
Michael Johnson / Russell Kerr (Sales) | ||
Numis Securities Limited (Joint Broker) Freddie Barnfield / James Black / Duncan Monteith | +44 (0)20 7260 1000 | |
Walbrook PR Ltd | Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com | |
Paul McManus / Sam Allen / Phillip Marriage | Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303 | |
Expected Timetable for the Fundraising
Record Date for entitlement under the Open Offer | 2023 15 February |
Announcement of the Fundraising | 16 February |
Announcement of the results of the Placing | 16 February |
Ex-entitlement date of the Open Offer | 16 February |
Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application Form | 17 February |
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 20 February |
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements from CREST | 4.30 p.m. on 1 March
|
Latest time and date for depositing Open Offer Entitlements in CREST | 3.00 p.m. on 2 March
|
Latest time and date for splitting of Application Forms under the Open Offer | 3.00 p.m. on 3 March
|
Latest time and date for receipt of Forms of Proxy and CREST voting instructions | 10.00 a.m. on 6 March
|
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 7 March
|
General Meeting | 10.00 a.m. on 8 March
|
Results of the General Meeting and the Open Offer announced | 8 March |
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 9 March
|
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form | 9 March
|
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form | 23 March |
Important Notices
No action has been taken by the Cenkos Securities plc ("Cenkos"), Numis Securities Limited ("Numis") or any of their affiliates, or any person acting on its or their behalf that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by each of the Company, Cenkos or Numis to inform themselves about, and to observe, such restrictions.
Each of the times and/or dates referred to above is subject to change at the absolute discretion of the Company, Cenkos and Numis. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.