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Result of Oversubscribed Placing

23 Jan 2018 15:00

RNS Number : 7017C
Deltex Medical Group PLC
23 January 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

 

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Deltex Medical Group plc or other evaluation of any securities of Deltex Medical Group plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the market abuse regulation (EU No. 596/2014) ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement this morning.

 

23 January 2018

 

Deltex Medical Group plc

("Deltex" or the "Company")

 

Result of oversubscribed Placing

 

Further to the announcement made earlier today, Deltex (AIM: DEMG), the global leader in Oesophageal Doppler Monitoring ("ODM"), is pleased to announce it has completed a conditional Placing which was heavily oversubscribed. The Placing and Subscription of, in aggregate, 140,000,000 New Ordinary Shares will raise £1.75 million (before expenses) with new and existing shareholders at an Issue Price of 1.25 pence per share.

 

The Issue Price represents a discount of approximately 19.4 per cent. to the closing middle market price of 1.55 pence per Existing Ordinary Share on 22 January 2018, the last business day before the announcement of the Capital Raising.

The Placing is conditional upon, inter alia, approval by Shareholders at the General Meeting of the Resolution, the completion of the Subscription and Admission. It is expected that the Placing Shares will be admitted to trading at the same time as the Subscription Shares and the Offer Shares, that is, at 8.00 a.m. on 12 February 2018.

Certain directors intend to participate in the Offer and further details will be announced at the close of the Offer. Interests associated with Nigel Keen, Non-Executive Chairman of the Company, have additionally agreed to subscribe for 14,400,000 new Ordinary Shares in the Subscription which increases his holding to 42,223,410 Ordinary Shares representing 8.7 per cent. of the Enlarged Issued Share Capital (assuming the maximum number of Ordinary Shares are issued under the Offer).

 

 

Related party transactions

Interests associated with Nigel Keen, Non-executive Chairman of the Company, have agreed to subscribe for a total of £180,000 in the Subscription, representing 14,400,000 Subscription Shares.

The participation by interests associated with Nigel Keen in the Subscription constitutes a related party transaction for the purposes of the AIM Rules for Companies. The Directors, other than Nigel Keen, having consulted with the Company's nominated adviser, Arden Partners, consider that the terms of this related party transaction are fair and reasonable insofar as shareholders are concerned.

The extension to the redemption date of the Loan Notes and the alteration of the conversion price from 6 pence per share to 4 pence per share in respect of interests associated with Nigel Keen, Non-executive Chairman of the Company, constitutes a related party transaction for the purposes of the AIM Rules for Companies. The Directors, other than Nigel Keen, having consulted with the Company's nominated adviser, Arden Partners, consider that the terms of this related party transaction are fair and reasonable insofar as shareholders are concerned.

Ewan Phillips, CEO of Deltex Medical, commented:

"I am pleased with the response to the Placing and Subscription. The funds raised will give the Company the financial resources to build its business and help it achieve its target of being cash flow positive at the operating level."

 

The Offer

 

As disclosed in the announcement released by the Company earlier this morning, the Board is proposing to offer existing Shareholders on the share register at close of business on 22 January 2018 (the Record Date) the opportunity to participate alongside our new and existing shareholders. The Offer of 28,000,000 Offer Shares provides an opportunity to Qualifying Participants to subscribe for new Ordinary Shares up to a maximum value of £350,000 at the Issue Price.

 

Details of this Offer will be set out in a Circular which, together with an Application Form, is expected to be sent to Shareholders on 24 January 2018 and will be available from the Company's website www.deltexmedical.com.

 

Notice of General Meeting

 

The Placing is conditional on, inter alia, the passing of the Resolution at the General Meeting, to be held at the offices of DAC Beachcroft LLP at 100 Fetter Lane, London, EC4A 1BN at 10:00 a.m. on 9 February 2018, notice of which will be posted to Shareholders. The Resolution to be proposed at the General Meeting will provide the Company with the authority to allot and issue the New Ordinary Shares and the Offer Shares and the authority to allot and issue additional Ordinary Shares on the conversion of the Loan Notes under the Convertible Loan Note Arrangements.

 

For further information please contact:

 

Deltex Medical Group plc

 

Ewan Phillips

Jonathan Shaw

01243 774 837

investorinfo@deltexmedical.com

 

 

 

Arden Partners plc

Chris Hardie

Ciaran Walsh

020 7614 5900

 Turner Pope Investments (TPI) Ltd

Andy Thacker

0203 621 4120

info@turnerpope.com

 IFC Advisory Ltd

 Tim Metcalfe

Graham Herring

Heather Armstrong

0203 934 6630

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IOEBJMITMBATBFP
Date   Source Headline
3rd Sep 20097:00 amRNSInterim Results
3rd Aug 200911:13 amRNSHolding(s) in Company
29th Jul 20091:21 pmRNSCardioQ-ODM established as a gold standard
24th Jul 20094:03 pmRNSHolding(s) in Company
20th Jul 20097:00 amRNSTrading Statement
2nd Jul 200912:05 pmRNSDirector/PDMR Shareholding
30th Jun 20093:16 pmRNSExercise of Options
30th Jun 20093:12 pmRNSTotal Voting Rights
12th Jun 200910:28 amRNSExercise of options
12th Jun 20099:28 amRNSNon-Executive Directors' Shareholdings
12th Jun 20099:22 amRNSGrant of options
13th May 20091:54 pmRNSAGM Results
13th May 200911:00 amRNSChairman's statement to Annual General Meeting
24th Apr 20093:26 pmRNSAnnual Report and Accounts
3rd Apr 20099:22 amRNSDirectors' share dealings
30th Mar 20094:46 pmRNSDirectors' Share Dealings
4th Mar 20097:00 amRNSPreliminary Results
27th Feb 20097:00 amRNSFund Raising
12th Feb 200912:27 pmRNSResponse to NIHR report
22nd Jan 20097:00 amRNSChange of Adviser
22nd Jan 20097:00 amRNSPre-close update on the year ended 31 Dec 2008
3rd Dec 20089:20 amRNSRe Contract
21st Nov 20087:00 amRNSStatement Re CardioQ-ODM
11th Nov 200810:53 amRNSHolding(s) in Company
7th Nov 20087:00 amRNSInvestor Open Day
6th Nov 20089:00 amRNSResult of Spanish CardioQ-ODM Audit
1st Oct 20087:00 amRNSCardioQ-ODM in Keyhole Surgery
16th Sep 20087:00 amRNSInterim Results
15th Sep 20087:00 amRNSUS HTA on pulmonary artery catheters
3rd Sep 20087:00 amRNSCardioQ Update
20th Aug 20087:00 amRNSNHS National Technology Adopt
31st Jul 20088:29 amRNSTotal Voting Rights
8th Jul 20087:40 amRNSTrading Statement
1st Jul 20082:25 pmRNSDirector/PDMR Shareholding
30th Jun 20083:35 pmRNSTotal Voting Rights
30th Jun 20087:40 amRNSDirector/PDMR Shareholding
30th Jun 20087:30 amRNSDirector/PDMR Shareholding
30th Jun 20087:00 amRNSInterim Trial Results
26th Jun 20083:46 pmRNSIssue of Equity
24th Jun 200811:08 amRNSIssue of Equity
27th May 20084:00 pmRNSIssue of Equity
13th May 200811:50 amRNSResult of AGM
13th May 200811:50 amRNSResult of AGM
9th May 20089:22 amRNSHolding(s) in Company
8th May 20087:01 amRNSCardioQ-ODM Update
25th Apr 20089:07 amRNSClinical Paper
23rd Apr 20087:01 amRNSNext Generation of CardioQ
22nd Apr 200812:10 pmRNSHolding(s) in Company
18th Apr 20087:00 amRNSCompletion of Funding Package
15th Apr 20087:01 amRNSCardioQ update

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