Inspiration Hlt Regulatory News (IHC)

The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

5 September 2019

Inspiration Healthcare Group plc

("Inspiration Healthcare" or the "Company")

Proposed Acquisition of Vio Holdings Limited

Proposed Placing to raise £4.25 million

Notice of General Meeting

Inspiration Healthcare Group plc (AIM:IHC), the global medical technology company, is pleased to announce that it has today entered into a conditional agreement to acquire the entire issued share capital of Vio Holdings Limited, the holding company of VIOMEDEX Limited ("VIOMEDEX"), for an aggregate consideration of £4.0 million on a cash free debt free basis (the "Acquisition").

VIOMEDEX, designs, manufactures and supplies single use respiratory products and sterile medical consumables, principally for the respiratory care market. VIOMEDEX is the wholly owned trading subsidiary of Vio Holdings Ltd, which is being acquired by Inspiration Healthcare. VIOMEDEX's products are sold across the world through a distribution network built over the last 40 years. Of their OEM partners, Inspiration Healthcare is their biggest, accounting for more than 60 per cent. of total turnover. Based on unaudited proforma financial statements for the year ended 31 March 2019, VIOMEDEX generated EBITDA of £0.7 million from revenues of £2.5 million.

Background to and Strategic Rationale for the Acquisition

The Directors believe that the Acquisition will:

·; improve margins on Inspiration Healthcare's products by retaining sub contract manufacturers' margins;

·; add expertise in manufacturing through the retention of key management within the business and facilitate the transfer of new ideas to manufacturing process reducing the time taken to introduce new products;

·; leverage Inspiration Healthcare's well-established route to market, as well as its sales and marketing resource, to drive sales of VIOMEDEX's products and generate greater brand awareness;

·; broaden Inspiration Healthcare's product portfolio in neonatal intensive care through VIOMEDEX's new nCPAP products, breathing circuits and associated products, generating significant cross-selling opportunities;

·; achieve greater economies of scale in regulatory affairs, thereby reducing the regulatory burden; and

·; the Acquisition is earnings enhancing in the first full year of ownership, with significant financial and commercial synergies.

Proposed Placing and Notice of General Meeting

The Company proposes to fund the cash component of the Acquisition consideration of £3.0 million by way of the Placing. The Company has conditionally raised approximately £4.25 million (before expenses) by way of a placing of 7,327,500 Placing Shares at a price of 58 pence per share with certain institutional and other investors. Certain of the Directors also intend to subscribe for Placing Shares. The Placing Price represents a 2.5 per cent. discount to the closing middle market price of 59.5 pence per Ordinary Share on 4 September 2019, being the latest practicable date prior to the announcement of the Placing and the Acquisition.

The Placing is conditional, inter alia, on the Resolutions being approved at the General Meeting and Admission becoming effective and the Placing Agreement and the Acquisition Agreement each becoming unconditional in all respects by no later than 24 September 2019, or such later date (being no later than 7 October 2019) as the Company and Cenkos may determine.

The Circular which sets out the details of the Placing and Acquisition, and of the Resolutions to be proposed at the General Meeting, is expected to be posted to shareholders today. The Circular will also be available on the Company's website at: www.inspiration-healthcare.com.

Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular.

Current Trading and Outlook

As confirmed by the Company in the Trading Update dated 15 August 2019, the Company's current financial year started well. The Board anticipates that the results for the six months to 31 July 2019 will be in line with expectations, and that the Company expects to achieve double-digit growth over the full year.

Post the Acquisition and given the growing maturity of the business, the Board expects the Company to be capable of paying a nominal dividend for the fiscal year ended 31 January 2021, alongside achieving its significant growth aspirations.

Neil Campbell, Chief Executive Officer, said today: "We are delighted to announce an oversubscribed placing and acquisition of Viomedex which, once completed, will give us a wide range of products and added capability to drive the Group forward. By combining our two companies we will immediately have some exciting new neonatal intensive care products, increase revenues, strengthened management and added production capability to our core business. The acquisition of Viomedex moves us closer to our goal of being the market leader in Neonatal Intensive Care."

Enquiries:

Summary of Inspiration Healthcare

Inspiration Healthcare is a global provider of medical technology for critical care and operating theatre as well as home healthcare applications in the UK. The Company's strategy is to become a world leader in neonatal intensive care, a sub-sector of the critical care market. The Company intends to strengthen its competitive positioning in this niche through new product development and acquisitions of small to medium sized assets to complement the Company's existing product portfolio, described in more detail below.

The Company sells a range of innovative branded critical care solutions, spanning numerous applications including non-invasive respiratory management and patient warming for newborns and adults. The majority of Inspiration Healthcare's branded products are used in the first few days of life, providing technology to premature and sick babies that could have a profound effect on their outcome. Inspiration Healthcare complements its branded products with distributed products to offer a more comprehensive product range, adding value to the customer proposition. The Company sells its products in over 50 countries, principally within the EU, North America and the Middle-East. The Company's distributed products are mainly sold in the UK and Ireland to support specialised surgical procedures, infusion therapies and neonatal intensive care.

Core Neonatal Branded Products:

·; AlphaCore5 Patient Warming System - provides safe and controlled warming to assist in the maintenance of normothermia. The system combines more effective thermal transfer with simplicity of use, which, the Directors believe, make it superior to other warming methods currently available. The patented warming technology has applications in neonatal, paediatric and perioperative environments.

·; Inspire nCPAP™ - is an effective solution for supporting a respiratory compromised infant. The Inspire nCPAP™ reduces the amount of effort required for infants to breathe, ensuring they do not tire quickly allowing them to use energy to grow. The Inspire nCPAP™ uses established fluidic principles and is well established in the market, having been launched in 2010.

·; Inspire rPAP™ system - is a non-invasive device for the initial stabilisation and resuscitation of babies. Its innovative, patented design combines the ability to administer inflation breaths with all the clinical benefits of the gold standard fluidic flip nCPAP technology. Consisting of two parts, a 'driver' that controls the flow of fresh gas and the pressure the baby receives, and a 'generator' (patented) that sits on the nose and allows the gas to flow to and from the baby in synchronisation with their breathing pattern and can be used to inflate the lungs should the baby need assistance.

·; LifeStart™ - facilitates optimal cord clamping. The infant is supported on a warm platform whilst leaving the umbilical cord intact as the clinician accesses the infant. This can allow improved placental transfusion and smoother cardiovascular transition, along with allowing resuscitation to take place next to the mother giving a more holistic approach to newborn resuscitation. 

·; Tecotherm Neo - is a thermo-regulating device that can be used to cool a baby that has suffered from a lack of oxygen at birth (perinatal asphyxia), and gently re-warm them. Its predecessor (the TS med 200) was used on the TOBY trial (published in the New England Journal of Medicine October 2009) that showed a reduction in brain injury (cerebral palsy) in a group of babies that had suffered from perinatal asphyxia. It is now sold throughout the world and has helped thousands of babies. In order to secure continuity of supply of product the Company has committed to purchase approximately an additional two years' worth of inventory which is expected to be delivered by January 2020 with payment and utilisation over the following two years.

·; Unique+ CFM - cerebral function monitoring ("CFM") of critically ill newborns has been used in diagnosis of brain injury for many years and is routinely used for babies that are suspected of injury that can be treated with the Tecotherm Neo. The Unique+ CFM can be set-up easily and quickly, allowing the neonatologist to diagnose as early as possible.

Background and information on VIOMEDEX

VIOMEDEX has developed a range of disposable medical devices primarily in the area of non-invasive respiratory support to treat premature and sick babies in Neonatal Intensive Care Units. VIOMEDEX has a range of nCPAP disposables and associated ancillary and accessory products, which will be complementary to the Company's existing nCPAP portfolio.

Importantly, VIOMEDEX has developed a number of new products, including the newly launched First BreathTM nCPAP. VIOMEDEX has applied for a patent for the First BreathTM nCPAP, which, the Directors believe, has a competitive advantage over existing products that are considered generic by most users. The First BreathTM nCPAP is deemed by the Directors to offer advantages over Inspiration's Inspire nCPAP™ that was launched in 2010. The Directors believe that the First BreathTM nCPAP in conjunction with Inspiration's route to market and investments into marketing and engineering resource, has the potential to significantly increase market share over the medium term.

VIOMEDEX also generates revenue from contract manufacturing and has expertise in the assembly and packaging of single use medical devices. Products in this area include neonatal respiratory products as well as other products that are used in the acute hospital setting. VIOMEDEX has over 20 years' experience in clean room manufacture and packing of sterile and non-sterile medical consumables, with a Class 8 Cleanroom and 8,300sqft factory in Hailsham Sussex. VIOMEDEX can provide a flexible solution, including from development of design, prototyping and full production.

Financial Information on VIOMEDEX (Pro-forma Unaudited)

*Statutory accounts

VIOMEDEX derives approximately 60 per cent. of their total turnover from Inspiration Healthcare from sales of single use medical devices and contract manufacturing. Excluding Inspiration Healthcare, VIOMEDEX has a well-diversified customer base with no single customer accounting for more than 5 per cent. of total turnover. These customers include NHS Supply Chain, multi-national healthcare companies as well as larger customers in Austria, Germany and Ireland.

VIOMEDEX's sales have been broadly flat over the last three years due to a fall in sales of generic products to Inspiration Healthcare. Whilst sales of generic products have decreased, sales of VIOMEDEX's own branded products have increased despite not having any sales or marketing resources to promote their own products. The Board has identified clear synergies in leveraging Inspiration's distribution network and sales and marketing teams and is excited by the opportunity to significantly increase sales of VIOMEDEX's products.

VIOMEDEX's proforma EBITDA margin has decreased as a result of declines in gross margins due to pricing pressures, increased expenditure on regulatory compliance and increased occupancy costs from adding an extra building ahead of new product launches. The Board has identified clear synergies from retaining the sub contract manufacturers' margins thereby improving margins on Inspiration's products. The Board also sees clear strategic benefits from acquiring manufacturing capability, which is expected to improve Inspiration's product development capability for potential disruptive technology.

Key Terms of the Proposed Acquisition

The total consideration payable to acquire the entire issued share capital of Vio Holdings Ltd and its subsidiaries is £4.0 million on a cash free debt free basis and subject to adjustment for normalised working capital, of which £3.0 million will be payable in cash upon completion and up to £1.0 million will be paid in Consideration Shares to the Vendors. The Reference Price for the Consideration Shares of 64.8 pence equates to the 30-day weighted average closing price ending 2 September 2019. The proceeds used for the Acquisition will be earnings enhancing in the first full year of ownership.

The payment of the Consideration Shares will be split, with the 385,802 Initial Consideration Shares being issued on Admission, and up to 1,157,407 Deferred Consideration Shares being issued within 35 Business Days (assuming that no dispute notice is received from the sellers) after 31 January 2020. The Deferred Consideration Shares are subject to the satisfaction of certain conditions by Vio Holdings Limited, including the receipt of new MDD CE certificates for each of VIOMEDEX's products from a new notified body and confirmation from the UK MHRA that it no longer considers Vio Holdings Limited to be an "orphaned manufacturer" and that it is no longer required to submit reports and provide any other information / documentation in relation to the maintenance of its orphaned manufacturer status. If either of the conditions are not satisfied on or about 31 January 2020, the Deferred Consideration Shares will not be issued, thereby mitigating the potential downside from not having the regulatory approvals in place. The number of Deferred Consideration Shares that will be issued will depend on the loss in revenue suffered by the target group as a direct consequence of the failure by the new notified body to issue the new MDD CE certificates in relation to any of the products in the UK or the EU by 31 January 2020. The Vendors have agreed not to dispose (save in certain limited circumstances) of any interest in the Consideration Shares for a period of 12 months from Closing and have agreed to certain orderly market restrictions for a further 12 month period thereafter. The Consideration Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise equally with the Existing Ordinary Shares and Placing Shares in issue from the date of Admission.

The terms of the Acquisition are contained in the Acquisition Agreement which includes certain warranties from the Vendors relating to, inter alia, the business and operations of Vio Holdings Limited and indemnities in favour of the Company and the limitations on liability under the warranties are set at a market standard level for such a transaction. The Vendors have agreed to procure that Vio Holdings Limited shall carry on its business in the ordinary course between the date of signing the Acquisition Agreement and Closing and during such period shall not take certain decisions or carry out certain actions without the prior consent of the Company. The Acquisition Agreement contains termination rights between signing and Closing in favour of the Company in the event of a material breach of the Acquisition Agreement including of these warranties or operational covenants by the Vendors.

Use of proceeds

The Directors intend that the net proceeds of the Placing receivable by the Company will be used primarily for the following purposes:

i. to fund the cash element of the Consideration and related expenses; and

ii. to strengthen the Company's balance sheet to support the continued growth of the Company's business.

The Placing

Subject to the satisfaction of the conditions under the Placing Agreement, the Company will issue 7,327,500 Placing Shares which will raise approximately £3.98 million after the expenses of the Placing. The Placing Shares have been conditionally placed by Cenkos, acting as the bookrunner and as agent for the Company, with institutional and other investors. Application will be made for the New Ordinary Shares to be admitted to trading on AIM, and, on the assumption that, among other matters, the Resolutions are passed, dealings in the New Ordinary Shares are expected to commence on 24 September 2019 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on 7 October 2019).

The New Ordinary Shares will represent approximately 20.1 per cent. of the Enlarged Share Capital. The New Ordinary Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue and will otherwise rank equally in all other respects with the Existing Ordinary Shares. The Placing Price represents a discount of 2.5 per cent. to the closing mid-market price of 59.5 per cent. per Ordinary Share as at 4 September 2019 (being the latest practicable date before the date before the announcement of the Acquisition and Placing).

The Placing (which is not being underwritten) is conditional, inter alia, upon:

(a) the Placing Agreement becoming unconditional in all respects as regards the Placing and not having been terminated in accordance with its terms prior to Admission;

(b) the Acquisition Agreement not having been terminated and having become unconditional in all respects (subject only to Admission);

(c) the Resolutions set out in the Notice of General Meeting being approved by the Shareholders; and

(d) Admission of the Placing Shares and the Initial Consideration Shares becoming effective on or before 24 September 2019 or such later date as the Company and Cenkos may agree, being no later than 7 October 2019.

Related Party Transaction

The participation in the Placing by Miton Group plc, an existing substantial shareholder in the Company, for 3,448,000 Placing Shares at the Placing Price is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. Having consulted with Cenkos, the Company's Nominated Adviser, the Directors consider that the terms of Miton's participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Directors' participation in the Placing

As part of the Placing, certain Directors intend to subscribe for an aggregate of 154,693 Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors intend to subscribe are displayed below:

General Meeting

The Directors do not currently have authority to allot all of the Placing Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the Placing Shares at the General Meeting, together with approval to disapply pre-emption rights in respect of the proposed Placing.

At the end of the Circular, Shareholders will find a notice convening the General Meeting which is to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Ln, London, EC4R 3TT at 14.00 p.m. on 23 September 2019 at which the Resolutions will be proposed as ordinary or special resolutions.

Action to be taken

Shareholders should be aware that if the Resolutions are not passed, the Placing and, therefore, the Acquisition will not proceed.

Shareholders will find enclosed with the Circular a Proxy Form for use at the General Meeting. Whether or not they propose to attend the General Meeting in person, Shareholders are requested to complete and return the Proxy Form to the Company's registrars, Link Asset Services, in accordance with the instructions printed on it and return it by post or (during normal business hours only) by hand as soon as possible and, in any event, so as to be received by no later than 14.00 p.m. on 19 September 2019. Completion and return of a Proxy Form will not prevent Shareholders from attending the General Meeting and voting in person if they wish to do so.

For those Shareholders that hold their Ordinary Shares through CREST, they may alternatively appoint a proxy by completing and transmitting a CREST proxy instruction to Link Asset Services (CREST participant ID RA10) so that it is received no later than 14.00 p.m. on 19 September 2019. Completion and return of a CREST proxy instruction form will not prevent Shareholders from attending and voting in person at the General Meeting should they subsequently wish to do so.

Recommendation

The Directors believe that the Acquisition and the Placing, as described in the Circular, are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting to, in aggregate, 8,591,332 Ordinary Shares, which represent approximately 28.0 per cent. of the Existing Ordinary Shares.

Statistics

*Assumes that all of the Deferred Consideration Shares are issued

**Prior to admission of the Deferred Consideration Shares

Expected Timetable

Note: Each of the dates and times in the above timetable are subject to change. All times stated are BST.

Definitions

These definitions apply throughout the announcement: