5 Oct 2017 11:18
MedaPhor Group plc
("MedaPhor" or the "Group" or the "Company")
Result of General Meeting
MedaPhor Group plc (AIM: MED), the intelligent ultrasound software and simulation company, announces that at the General Meeting held earlier today all resolutions proposed were duly passed by shareholders.
On 19 September 2017, the Company announced that a circular containing a notice of General Meeting had been posted to shareholders of the Company. The circular contained details of a Placing to raise approximately £5.5 million and the Company's proposed acquisition of Intelligent Ultrasound Limited for a total consideration of up to £3.6 million (the "Transaction"). The notice of General Meeting contained the Whitewash Resolution; a resolution seeking to give authority for the Directors to allot up to 96,481,100 Ordinary Shares; and a special resolution dis-applying statutory pre-emption rights for equity securities allotted for cash up to an aggregate nominal value of £450,294. In accordance with the requirements of the Takeover Panel for granting a Rule 9 Waiver, the notice provided that the Whitewash Resolution would be taken on a poll of Independent Shareholders, being Shareholders other than members of the Concert Party.
The Transaction was conditional, inter alia, upon Shareholders approving the Resolutions. The Transaction will complete upon Admission of the Completion Consideration Shares and the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 6 October 2017.
The Takeover Code
On Admission, the Concert Party will be directly and indirectly interested in aggregate in 50,180,394 Ordinary Shares, representing approximately 55.32 per cent. of the Enlarged Share Capital. A table showing the interests of the Concert Party in Ordinary Shares on Admission and on the first anniversary of Completion is set out below:
Number of Ordinary Shares held on 12 September 2017 | Percentage of Existing Ordinary Share Capital on 12 September 2017 | Number of Placing Shares to be subscribed for | Number of new Ordinary shares being Issued as part of the Acquisition Agreement on Admission | Resulting number of Ordinary Shares held Immediately following Admission | Resulting holding as a percentage of the Enlarged Share Capital | Maximum number of Ordinary Shares being issued on the First Anniversary under the Acquisition Agreement | Resulting maximum number of Ordinary Shares held Immediately following Admission of the Retention Shares to AIM | Resulting maximum percentage of the Company's issued share capital as at the First Anniversary provided no other Ordinary Shares other than the Placing Shares and Completion Consideration Shares are issued following Admission | |
Fusion Cardiff | 5,244,455 | 15.32% | 6,169,420 | 0 | 11,413,875 | 12.58% | 0 | 11,413,875 | 11.78% |
IP2IPO | 4,276,358 | 12.50% | 5,030,580 | 0 | 9,306,938 | 10.26% | 0 | 9,306,938 | 9.61% |
IPVFII | 2,200,349 | 6.43% | 4,800,000 | 1,516,587 | 8,516,936 | 9.39% | 758,293 | 9,275,229 | 9.57% |
IP2IPO Portfolio | 0 | 0.00% | 0 | 3,538,733 | 3,538,733 | 3.90% | 1,769,366 | 5,308,099 | 5.48% |
Parkwalk | 0 | 0.00% | 16,000,000 | 0 | 16,000,000 | 17.64% | 0 | 16,000,000 | 16.52% |
Technikos | 0 | 0.00% | 0 | 594,170 | 594,170 | 0.66% | 297,085 | 891,255 | 0.92% |
Nicholas Hornby | 0 | 0.00% | 0 | 92,631 | 92,631 | 0.10% | 46,315 | 138,946 | 0.14% |
Scobie Ward | 0 | 0.00% | 0 | 154,425 | 154,425 | 0.17% | 77,212 | 231,637 | 0.24% |
George Robinson | 0 | 0.00% | 0 | 401,923 | 401,923 | 0.44% | 200,961 | 602,884 | 0.62% |
Richard Chenevix- Trench | 0 | 0.00% | 0 | 160,763 | 160,763 | 0.18% | 80,381 | 241,144 | 0.25% |
Total Concert Party Shareholding | 11,721,162 | 34.25% | 32,000,000 | 6,459,232 | 50,180,394 | 55.32% | 3,229,613 | 53,410,007 | 55.13% |
In addition to the above, IP2IPO Portfolio, IPVFII, Technikos, Nicholas Hornby, Scobie Ward, George Robinson and Richard Chenevix-Trench (all legal or beneficial shareholders of Intelligent Ultrasound) have a contractual right under the terms of the Acquisition Agreement to receive up to a further 778,845 new Ordinary Shares subject to certain deferred consideration targets being met by Intelligent Ultrasound. Should these members of the Concert Party receive these Ordinary Shares in full, the Placing and the Acquisition completes, the Retention Shares are issued on the first anniversary of Completion (as set out in the table above) and assuming:
― no other Ordinary Shares are issued by the Company following Admission; and
― the Placing is fully subscribed;
then the Concert Party would have an interest in the Company of, in aggregate, up to 54,188,852 Ordinary Shares, representing 55.49 per cent, of the Company's issued share capital at that date.
Relationship between the Concert Party members
Fusion Cardiff, IP2IPO, IPVFII, and Parkwalk, each of whom is subscribing for Ordinary Shares as part of the Placing, and IP2IPO Portfolio are wholly owned or controlled by IP Group, and are therefore presumed as acting in concert with IP Group under the Takeover Code. David Baynes, a non-executive director of the Company, who is a director of IP Group is also presumed as acting in concert with IP Group under the Takeover Code.
The shareholders of Intelligent Ultrasound, as shareholders of a private company exchanging their shares for shares in the Company, are presumed to be acting in concert by presumption (9) of the definition of acting in concert in the Takeover Code. The Takeover Panel has agreed to rebut the presumption in relation to all shareholders of Intelligent Ultrasound other than IP Group and its various entities, Technikos, Nick Hornby, Scobie Ward, George Robinson and Richard Chenevix-Trench.
Rule 9 Waiver
The Takeover Panel agreed to waive the obligation of the Concert Party to make a general offer (''Rule 9 Waiver'') that would otherwise arise as a result of the Transaction, subject to the approval, on a poll, of the Shareholders of the Company other than (i) the Concert Party (and anyone acting in concert with it) and (ii) the other Placees participating in the Placing who hold Ordinary Shares (the remaining Shareholders being the ''Independent Shareholders'').
As set out above, the Whitewash Resolution was proposed at the General Meeting today on a poll and the Company can confirm it was passed.
Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Circular.
Enquiries:
MedaPhor Group plc | www.medaphor.com | |
Stuart Gall, CEO | Tel: +44 (0)29 2075 6534 | |
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Cenkos Securities | Tel: +44 (0)20 7397 8900 | |
Bobbie Hilliam (Nominated Advisor) |
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Michael Johnson / Julian Morse (Corporate Broking) |
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Walbrook PR | Tel: +44 (0)20 7933 8780 or medaphor@walbrookpr.com | |
Paul McManus / Anna Dunphy | Mob: +44 (0)7980 541 893 / Mob: +44 (0)7876 741 001 | |
About MedaPhor (www.medaphor.com)
MedaPhor (AIM: MED), the intelligent ultrasound software and simulation company, develops advanced hi-fidelity haptic and manikin based training simulators, clinical image analysis software tools, augmented reality based needle guidance software and artificial intelligence based automated scanning software for all medical practitioners.
Based in Cardiff and Oxford in the UK and Atlanta in the US, MedaPhor is split into two divisions:
Ultrasound Simulation and Training
Focuses on hi-fidelity ultrasound education and training through simulation. Its three main products are the ScanTrainer OBGYN and General Medical simulator training platform, the HeartWorks echocardiography simulator platform and the BodyWorks Point-of-Care simulator platform (launching January 2018). Over 500 MedaPhor simulators have been sold to over 300 medical institutions in over 30 countries around the world.
Intelligent Ultrasound
Focuses on developing augmented reality and deep-learning based algorithms to make ultrasound machines smarter and more accessible. ScanNav uses machine-learning based algorithms to automatically access and grade ultrasound images to provide scan assessment and audit of obstetric scanning. NeedleGuide aims to simplify ultrasound-guided needling by using deep learning and augmented reality to provide the user with pathway guidance and automated tracking for a range of medical procedures.