9 Feb 2018 10:12
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.
9 February 2018
Deltex Medical Group plc
("Deltex" or the "Company")
Result of Offer and Additional Allotment
On 24 January 2018, the Company published its shareholder circular (the "Circular") in connection with the Capital Raising including details of the Offer to raise £350,000.
Result of the Offer and Additional Allotment
The Offer closed for acceptances at 12.00 noon. on 7 February 2018.
The Company announces that valid acceptances have been received from Qualifying Participants in respect of 61,015,191 Offer Shares. This represents approximately 218 per cent. of the maximum number of Offer Shares available under the Offer.
The Company has therefore raised the maximum gross proceeds of £350,000 through the Offer. This is in addition to the £1.75 million (before expenses) to be raised pursuant to the Placing and the Subscription.
The Directors have considered the high level of interest from existing shareholders in the Offer and have decided to allot to certain existing shareholders a further 8,650,000 Ordinary Shares (the "Additional Shares) using the allotment authorities granted to the Directors at the annual general meeting of the Company on 9 June 2017. This has the effect of reducing the level of scale back of applications under the Offer from 54 per cent. to 40 per cent. and accordingly allows Qualifying Participants to receive a greater proportion of the Ordinary Shares under the Offer than would otherwise have been the case.
Qualifying Participants have been scaled back across the Offer and the Additional Shares (taken together) pro rata to the number of Offer Shares applied for by Qualifying Participants. Those who applied by cheque will receive refund cheques for those shares not allotted under their application in due course.
Offer Shares and Additional Shares (held in uncertificated form) are expected to be credited to CREST accounts on 12 February 2018 and definitive share certificates for the Offer Shares and Additional Shares (held in certificated form) are expected to be despatched to shareholders who hold their Ordinary Shares in certificated form by 23 February 2018.
The Capital Raising (as enlarged by the Additional Shares) remains conditional upon, amongst other things, Shareholder approval of the Resolution at the General Meeting to be at 10.00 a.m. on 9 February 2018 and Admission.
It is expected that the Admission of the 28,000,000 Offer Shares and the Additional Shares will become effective at 8.00 a.m. on 12 February 2018.
Directors Participation
As disclosed in the Circular certain Directors indicated their intention to subscribe in the Offer. The Company confirms that the following five Directors participated in the Offer (as augmented by the Additional Shares), pari passu, with other applicants under the Offer (as so augmented):
Director | Ordinary Shares held before the Capital Raising | Offer Shares applied for under the Offer | Scale back | Ordinary Shares allotted | Ordinary Shares held post the Capital Raising | % of the Company's Enlarged Share Capital |
Ewan Phillips | 2,921,051 | 1,600,000 | 40% | 961,060 | 3,882,111 | 0.8% |
Jonathan Shaw | 262,931 | 400,000 | 40% | 240,265 | 503,196 | 0.1% |
Julian Cazalet | 7,063,020 | 2,400,000 | 40% | 1,442,050 | 8,505,070 | 1.7% |
Mark Wippell | 1,108,444 | 800,000 | 40% | 480,530 | 1,588,974 | 0.3% |
Sir Duncan Nichol | 1,586,912 | 1,200,000 | 40% | 720,795 | 2,307,707 | 0.5% |
The issue of Ordinary Shares to the five Directors, listed in the table above, is considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The independent Directors (considered to be Nigel Keen and Christopher Jones) consider, having consulted with Arden Partners plc, the Company's nominated adviser, that the terms of the issue of Ordinary Shares to the five Directors noted above are fair and reasonable in so far as the Company's Shareholders are concerned.
Capitalised terms used in this announcement shall have the same meanings given to them in the Circular.
Ewan Phillips, Chief Executive of Deltex, said:
"The Company is pleased that the Offer to its existing shareholders was substantially oversubscribed and that it was able to reduce the level of subsequent scale back by the allotment of additional shares. The additional proceeds will be applied for general working capital purposes."
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
|
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Ewan Phillips | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Executive | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Deltex Medical Group plc | ||||
b) | LEI | N/A | ||||
4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 pence each | ||||
Identification code | GB00B95L0551 | |||||
b) | Nature of the Transaction | Subscription of ordinary shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 12 February 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Jonathan Shaw | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Finance Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Deltex Medical Group plc | ||||
b) | LEI | N/A | ||||
4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 pence each | ||||
Identification code | GB00B95L0551 | |||||
b) | Nature of the Transaction | Subscription of ordinary shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 12 February 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Julian Cazalet | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Deltex Medical Group plc | ||||
b) | LEI | N/A | ||||
4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 pence each | ||||
Identification code | GB00B95L0551 | |||||
b) | Nature of the Transaction | Subscription of ordinary shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 12 February 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Mark Wippell | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Deltex Medical Group plc | ||||
b) | LEI | N/A | ||||
4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 pence each | ||||
Identification code | GB00B95L0551 | |||||
b) | Nature of the Transaction | Subscription of ordinary shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 12 February 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Sir Duncan Nichol | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Deltex Medical Group plc | ||||
b) | LEI | N/A | ||||
4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 pence each | ||||
Identification code | GB00B95L0551 | |||||
b) | Nature of the Transaction | Subscription of ordinary shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 12 February 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
Deltex Medical (DEMG)