Last checked at 23 May 2014 13:48
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF DELTEX MEDICAL GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND IS NOT FOR DISTRIBUTION IN OR INTO, WITHOUT LIMITATION, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, NEW ZEALAND, RUSSIA OR OF THE REPUBLIC OF SOUTH AFRICA (THE "EXCLUDED TERRITORIES"), OR TO A US PERSONS (WITHIN THE MEANING OF REGULATION S OF THE UNITED STATES SECURITIES ACT 1933 (AS AMENDED) (THE "SECURITIES ACT").
IN PARTICULAR, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR OF THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Deltex Medical Group plc
(the "Company")
Posting of Circular
23 May 2014 - Deltex Medical Group plc, the global leader in oesophageal Doppler monitoring, announces that further to the announcement made on 22 May 2014, the Company has today posted a circular to its shareholders in connection with the Placing and Open Offer (the "Circular"). A copy of the Circular will be available on the Company's website shortly.
The General Meeting of the Company to approve the Placing and Open offer will be held at 10.00am on Monday 9 June 2014 at Laytons Solicitors, 2 More London Riverside, London, SE1 2AP.
The timetable for the Placing and Open Offer is as follows, please note that all terms in this announcement have the same meaning as in the Circular:
2014 | |
Record Date for entitlement under the Open offer | 5.00 p.m. on 21 May |
Announcement of the Placing and Open Offer | 22 May |
Posting of the Circular, the Form of Proxy and, to Qualifying non-CREST shareholders only, the Application Forms | 23 May |
Ex-Entitlement Date | 27 May |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 27 May |
Latest recommended time and date for requesting withdrawal Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 3 June |
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 4 June |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) | 3.00 p.m. on 5 June |
Latest time and date for receipt of Forms of Proxy from Shareholders | 10.00 a.m. on 7 June |
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11.00 a.m. on 9 June |
General Meeting of the Company | 10.00 a.m. on 9 June |
Expected time of announcement of results of the General Meeting | 12 midday on 9 June |
Admission effective and dealings in the Placing Shares and the Open Offer Shares expected to commence on AIM | 8.00 a.m. on 10 June |
Expected date for crediting of the Placing Shares and the Open Offer Shares in uncertificated form to CREST stock options | 10.00 a.m. on 10 June |
Expected date of dispatch of share certificates in respect of the Placing Shares and the Open Offer Shares | 17 June |
If you are in any doubt about the contents of this Announcement and/or as to the action you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) (''FSMA'') if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
For further information, please contact:-
Deltex Medical Group plc | 01243 774 837 investorinfo@deltexmedical.com |
Nigel Keen, Chairman |
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Ewan Phillips, Chief Executive |
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Paul Mitchell, Finance Director |
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Nominated Adviser & Broker | |
Arden Partners plc | 020 7614 5900 |
Chris Hardie Katelin Kennish | |
Joint Broker Zeus Capital Limited Dominic Wilson John Goold | 020 7533 7727
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Financial Public Relations | |
Newgate Threadneedle | 020 7653 9850 |
Caroline Forde | |
Heather Armstrong |
Arden Partners plc ("Arden Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing.
Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing.
Apart from any responsibilities and liabilities, if any, which may be imposed on Arden Partners or Zeus by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Arden Partners and Zeus accept no responsibility whatsoever and make no representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Company's shares or the Placing. Arden Partners and Zeus accordingly disclaim all and any liability and responsibility whatsoever, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.
The New Ordinary Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any other Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.