Last checked at 8 Feb 2016 07:00
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.
8 February 2016
Deltex Medical Group plc
("Deltex Medical" or "the Company")
Posting of Circular
Deltex Medical Group plc (AIM: DEMG), the global leader in oesophageal Doppler monitoring ("ODM"), announces that further to the announcement made on 3 February 2016, the Company will post a circular to its shareholders today in connection with the Placing, the issue of Loan Notes and the Open Offer (the "Circular"). A copy of the Circular will be available on the Company's website shortly. Please note that all terms in this announcement have the same meaning as in the Circular.
The General Meeting of the Company to approve, inter alia, the Placing and Open Offer will be held at 10.00 a.m. on Monday 25 February 2016 at Laytons, 2 More London Riverside, London, SE1 2AP.
EIS eligibility
The Directors have received advance assurance from HMRC that it would be able to authorise the Company to issue compliance certificates under section 204(1) of the Income Tax Act 2007 in respect of New Ordinary Shares issued to individuals, following receipt from the Company of a properly completed compliance statement (Form EIS1) within the prescribed time limit stipulated in section 205(4) of the Income Tax Act 2007.
The continuing status of the New Ordinary Shares as qualifying for EIS purposes will be conditional upon the qualifying conditions being and remaining satisfied throughout the relevant period of ownership.
There can be no guarantee that any investment in the Company will remain a qualifying investment for EIS purposes. EIS eligibility is also dependent on a shareholder's own position and not just that of the Company. Accordingly, investors should take their own tax advice in this regard.
Any Shareholder who subscribes for New Ordinary Shares and who wishes to seek relief under EIS should contact the Company Secretary, Barry Curtis, at cosec@deltexmedical.com to request the issue of an EIS3 certificate in respect of such New Ordinary Shares.
Timetable
The timetable for the Placing and Open Offer is as follows:
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Record Date for entitlement under the Open Offer | 5.00 p.m. on 3 February |
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Ex-Entitlement Date | 8 February |
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Posting of this circular, the Form of Proxy and, to Qualifying non-CREST shareholders only, the Application Forms | 8 February |
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Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 9 February |
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Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 16 February |
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Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 17 February |
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Latest time and date for splitting Application Forms (to satisfy bona fide market claims) | 3.00 p.m. on 18 February |
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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 22 February |
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Latest time and date for receipt of Forms of Proxy from Shareholders | 10.00 a.m. on 23 February |
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General Meeting of the Company | 10.00 a.m. on 25 February |
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Expected time of announcement of results of the General Meeting | 12.00 midday on 25 February |
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Admission effective and dealings in the Placing Shares and the Open Offer Shares expected to commence on AIM | 8.00 a.m. on 26 February |
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Expected date for crediting of the Placing Shares and the Open Offer Shares in uncertificated form to CREST stock options | 8.00 a.m. on 26 February |
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Expected date of dispatch of share certificates in respect of the Placing Shares and the Open Offer Shares | 4 March |
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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Jonathan Shaw, Finance Director Barry Curtis, Company Secretary |
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Nominated Adviser & Broker |
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Arden Partners plc | 020 7614 5900 |
Chris Hardie
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Joint Broker Zeus Capital Limited Phil Walker Dominic Wilson
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020 3829 5000
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Financial Public Relations |
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IFC Advisory | 0203 053 8671 |
Tim Metcalfe Graham Herring Heather Armstrong |
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Notes for Editors
Deltex Medical manufactures and markets haemodynamic monitoring technologies. Deltex Medical's ODM is the only technology to measure blood flow in the central circulation in real time. Minimally invasive, easy to set up and quick to focus, the technology generates a low-frequency ultrasound signal, which is highly sensitive to changes in flow and measures them immediately. Deltex has been the only company in the enhanced haemodynamic space to build a robust and credible evidence base proving the clinical and economic benefits of its core technology, ODM. Randomised, controlled trials using Doppler have demonstrated that early fluid management intervention will reduce post-operative complications, reduce intensive care admissions, and reduce the length of hospital stay.
During 2013, the Company launched the CardioQ-ODM+ monitor that offers clinicians both of the two best-established technologies, Deltex Medical's ODM technology as well as Pulse Pressure Waveform Analysis ('PPWA') in one monitor. This allows clinicians to have unique real time insights into each of flow, pressure and resistance, the three pillars of haemodynamics.
Company goal
ODM is increasingly recognised as a standard of care for patients undergoing major surgery and in critical care. The broader clinical area of haemodynamic management of which ODM is a core constituent is also now becoming widely accepted as an important major new medical modality. Consequently, the Company's focus is on maximising value from the opportunities presented as enhanced haemodynamic management is adopted into routine clinical practice around the world.
The Company is currently in the implementation phase of achieving this goal in a number of territories worldwide, operating directly in the UK, USA, Spain and Canada and through distribution arrangements in a further 30 countries.
There are over 3,200 monitors installed in hospitals around the world and over 600,000 patients have been treated to date using Deltex Medical's single patient disposable probes.
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.