Fundraising and Launch of Accelerated Book Build

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO 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, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CREO MEDICAL GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

2 December 2019

 

Creo Medical Group plc

 

("Creo" the "Company" or the "Group")

 

Fundraising, including Firm Placing, to raise a minimum of £43.0 million

Launch of Accelerated Book Build

and

Open Offer to raise up to £6.6 million

  

Creo Medical Group plc (AIM: CREO), a medical device company focused on the emerging field of surgical endoscopy, announces that it has conditionally raised £43.0 million at the Issue Price of 180 pence per Ordinary Share by way of a Firm Placing. Immediately following the release of this Announcement, the Company will launch an accelerated bookbuild on the same terms as the Firm Placing, which will be made available to new and existing institutional and other eligible investors. The book will close at the sole discretion of Cenkos in consultation with the Company, which is expected to be on 3 December 2019.

 

The Company is also proposing to raise up to £6.6 million by way of an Open Offer which will be available to all Qualifying Shareholders on the Record Date. The Fundraising comprises the Firm Placing, the Placing and the Open Offer. Orders from certain Firm Placees under the Firm Placing are based on the percentage of the size of the Firm Placing and the Placing. As such, certain the orders under the Firm Placing will increase, depending on the size of the Firm Placing and the Placing. A circular will be published setting out the full details, terms and conditions and timetable of the Open Offer on or around 4 December 2019.

Highlights:

·      Firm Placing to raise £43.0 million at the Issue Price of 180 pence.

·      Launch of accelerated bookbuild, which will open with immediate effect following this Announcement.

·      Open Offer to raise up to £6.6 million at the Issue Price.

·      Issue Price represents a discount of approximately 8.9 per cent to the closing mid-market price of 197.5 pence on 29 November 2019.

·      The Company intends to use the net proceeds from the Fundraising for working capital to provide a strong balance sheet to continue its commercialisation of the CROMA Advanced Energy Platform and associated devices, as well as to provide funds for:

 

-      US commercialisation expansion including potential M&A;

-      Development of IP portfolio in areas such as plasma sterilisation, neurology and additional energy modalities within the CROMA Advanced Energy Platform;

-      Continued development of CROMA technology;

-      Clinical trials for Chinese and Japanese markets; and

-      Continued research and development of new devices.

 

Craig Gulliford, Creo's Chief Executive Officer, commented: "The injection of additional funds ensures that we can fully capitalise on the growing opportunity that endoscopic surgery offers and will help to accelerate the commercial roll-out of our wider suite of patented electrosurgical devices powered by the CROMA Advanced Energy Platform. This also provides us with a platform to explore potential strategic acquisition opportunities in areas where we can identify adjacent technologies or infrastructure that will support our ambitious growth plans."

 

If you would like to participate in the accelerated bookbuild, please contact your usual contact on the Growth Companies Sales Team or call the Cenkos dealing desk on +44 (0)20 7397 1946.

 

 

Enquiries:

 

Creo Medical Group plc	investors.creomedical.com
Richard Rees (CFO)	+44 (0)1291 606 005
Cenkos Securities	+44 (0)20 7397 8900
Stephen Keys / Cameron MacRitchie (NOMAD)
Michael Johnson / Russell Kerr (Sales)
Walbrook PR Ltd	Tel: +44 (0)20 7933 8780 or [email protected]
Paul McManus / Lianne Cawthorne	Mob: +44 (0)7980 541 893 / +44 (0)7515 909 238

 

 

(1)           Background to and reasons for the Fundraising

The Company is pursuing the Fundraising to build on the milestones that it has achieved since IPO and to prepare itself for the next stage of development. The Directors believe that, with the technology it has developed along with its pipeline medical devices, the Company is well placed to capitalise on the rise of endoscopic surgery, enabling the performance of clinical procedures to be carried out via an endoscopic procedure minimally and non-invasively and which, many expect, will replace more traditional open and laparoscopic surgical procedures.  The Company has developed a suite of patented electrosurgical devices, each of which is powered by the Company's CROMA Advanced Energy Platform ("CROMA"), which enables bipolar radiofrequency energy and high frequency focussed microwave energy to be delivered to its devices via a single accessory port. The Company intends to use the net proceeds of the Fundraising to (i) accelerate the commercial rollout of its products in the US and in other jurisdictions in conjunction with its global distribution partners, (ii) explore potential strategic acquisition opportunities, (iii) achieve continued regulatory clearance for its suite of GI devices, (iv) continue research and development of new devices, energy modalities and applications for CROMA based on the extensive suite of IP owned by Creo, (v) clinical trials for Chinese and Japanese markets and (vi) to mitigate funding risk for the foreseeable future.

 

Summary of Creo Medical

Creo is a medical device company focused on the development and commercialisation of minimally invasive electrosurgical devices, bringing advanced energy to endoscopy. The Company's vision is to improve patient outcomes through the development and commercialisation of a suite of electrosurgical devices, each powered by CROMA. CROMA delivers bipolar radiofrequency ("RF") energy for precise localised cutting and focussed high frequency microwave ("MW") energy for controlled coagulation and ablation via a single accessory port. This technology, combined with Creo's range of patented electrosurgical devices, is designed to provide clinicians with flexible, accurate and controlled clinical solutions. Creo's three initial areas of focus are (1) in the gastrointestinal ("GI") tract, (2) soft tissue ablation (including but not limited to, the liver, pancreas, kidney and (3) lung interventions for the resection and/or ablation of pre-cancerous and cancerous lesions. The Directors believe the Company's technology can impact the landscape of surgery and endoscopy by providing a safer, less-invasive and more cost-efficient option for procedures.

 

The Company's strategy is to bring CROMA to market through a suite of electrosurgical devices which the Company has designed, initially for the emerging field of GI therapeutic endoscopy, an area with high unmet needs.  Unlike traditional open surgery and more advanced keyhole/laparoscopic surgeries that require incisions to be made in the patient to gain access to diseased tissue, endoscopic devices gain access via natural orifices.  As no incisions are made through the skin, the risks associated with infection are significantly reduced, as are the procedure and recovery times. Furthermore, patients can undergo certain procedures under mild sedation and without general anaesthetic and can, therefore, usually be treated as day patients in endoscopy suites or outpatient clinics. This reduces the length of stay in hospital, the risk of infection, and the cost of procedure by transferring therapy from the operating theatre to the endoscopy suite.

 

Core Products Utilising CROMA

 

CROMA delivers bipolar RF and focused high frequency MW advanced energy through a single accessory port to enable a suite of multi and single modality, matched devices which are optimised around the core tissue effects of dissection, resection, haemostasis and ablation. These core tissue effects, are optimised around a wide range of evolving device families:

 

·      Speedboat - is the Company's flagship product and, the Directors believe, the only bipolar RF blade in the world, with multiple applications for dissection of  pre-cancerous and cancerous lesions in the lower GI tract and upper GI as well as other procedures such as Peroral Endoscopic Myotomies (POEMs). The Speedboat device enables the endoscopist to (i) lift tissue with viscous fluid injection via a retractable needle, (ii) precisely cut tissue using bipolar RF energy delivered along the edge of the instrument for localised energy transfer, allowing for a lower energy requirement reducing the risks associated with monopolar tissue resection (where the current passes through the delicate tissue structure, and returning via a large dispersive pad) and (iii) deliver high frequency controlled and focussed microwave coagulation, all within a single instrument. The Speedboat device was CE marked for lower GI tract use and gained FDA clearance for upper and lower GI tract use in 2017 and was commercially launched in October 2019.

 

·      Resector ("RG-1") - is, the Directors believe, the only bipolar flexible RF and MW scissor device in the world. Building on the Speedboat blade technology, RG-1 enables the clinician to grasp, cut and coagulate highly perfused and vascular tissue (such as in the colon, stomach, liver or spleen).  The ability to alternate between cutting and coagulating using RF and MW energy across the 'jaws' of the RG-1 gives the clinician significantly more control and is a strong differentiator. The device provides a gliding cut as well as a conventional bipolar RF cutting between two jaws at opposite polarities and offers great utility to bloodlessly resect/dissect and coagulate in a wide range of organs within the human body by sequentially applying the microwave field followed by the RF field to coagulate and then cut. The Company expects to file for CE marking (in alignment with Speedboat) and FDA clearance in Q4-2019/Q1-2020 with the aim of launching the RG-1 device commercially in 2020.

 

·      Needle Probe tissue ablation device ("NP-1") - is, the Directors believe, the smallest diameter MW ablation needle antenna in the world.  With a diameter of less than 1mm, the NP-1 device can be used in a variety of ablation procedures such as open, laparoscopic and flexible endoscopic procedures.  Designed to be the same form and dimensions as a standard biopsy needle already in use, NP-1 is designed for the ablation of a wide range of tissue types (such liver, kidney, lung, muscle and pancreas).  Due to the small diameter of the device, it can be used to ablate tumours in highly perfused organs without the risk of bleeding prior to energy delivery due to the sub-mm insertion tract. The Company expects to file for CE marking and FDA clearance in Q4-2019/Q1-2020 with the aim of launching the NP-1 device commercially in 2020.

 

·      Haemostasis probe ("HS-1") - is, the Directors believe, the only non-stick, MW haemostasis device in the world for the treatment of upper and lower GI bleeds, such as stomach ulcers or bleeding polyps.  While the market is dominated by RF energy devices, the HS-1 will offer clinicians a MW energy option.  Importantly, unlike traditional RF electrodes that require direct electrode contact for the current to flow, MW energy does not require a current path or direct tissue contact allowing the device to have a non-stick coating applied.  The HS-1's non-stick coating allows it to be removed without sticking to the coagulated tissue, thus overcoming a key disadvantage of traditional RF "sticky" devices which can cause the bleed to restart adding risk to the patient. Furthermore, with traditional RF devices energy is sometimes applied for longer than is necessary, which can result in tissue charring, which is extremely undesirable. The Company expects to file for CE marking in Q4-2019/Q1-2020. Creo's 510k application has been made and is currently in the interactive phase of the FDA review, with the aim of launching the HS-1 device commercially in 2020. 

 

·      Flexible Ablation Device ("AB-1") - is a new soft tissue ablation device which has been designed with the aim of being able to ablate nodules and tumours in the lungs, in particular the airways,  using the highest frequency MW energy used for tumour ablation. This device also has potential to be used to treat a number of other conditions, where a small diameter flexible device enables access into regions of the body that are otherwise inaccessible. The device could be particularly useful to treat a range of ENT indications, including nasopharyngeal cancer.  Due to its small size and flexibility, the AB-1 has the potential to reach deep into the lung where, once in position, the device can be inserted through a catheter and then inserted into the tumour. The Company expects to file for CE marking and FDA clearance in Q4-2019/Q1-2020 with commercial launch in 2020. 

 

The Directors believe that the addressable GI endoscopic instrument market is between $3.0 and $5.0 billion and that by 2030 approximately 10 per cent. of total surgeries are expected to be undertaken endoluminally.

 

IP Development Strategy

Creo's IP strategy is to file new ideas to enhance CROMA and its range of electrosurgical devices at the earliest possible point, as soon as the concept has been proven on the bench.  To date, this has been beneficial to the Company in terms of obtaining a priority date that prevents other parties using Creo's unique combination of bipolar RF energy and high frequency focussed MW energy. Since IPO, Creo has also applied for patent protection in respect of a number of future energy modalities and electrosurgical device structures that the Company aims to introduce into its future products. Creo's strong IP portfolio protects CROMA and the Company's instruments and importantly covers both endoscopic instruments and potential instruments for performing laparoscopic and open surgical procedures. The combination of bipolar RF and high frequency focussed MW energy delivery is unique to Creo in all three areas of electrosurgery.

 

As of 1 November 2019, Creo's IP estate consisted of 171 worldwide granted patents, 545 pending patents, and 87 patent families. Creo's patent estate is growing at a steady rate covering existing products, future enhancements to CROMA and future product ideas.

 

Clinical Education Programme ("CEP")

Creo has established a clearly defined and repeatable CEP across the US, Europe, Asia-Pacific and South Africa to develop training centres of excellence in core markets. These clinical education and mentoring events are designed to enable clinicians to be trained in the safe use of the commercially launched Speedboat device.  The CEP seeks to ensure that first adopters of Speedboat have been carefully mentored and can deliver training in this emerging field of surgical endoscopy to their fellow clinicians at a consistently high standard, safeguarding quality control and ensuring best patient outcomes. To date, the Company has trained over 80 clinicians (with the goal of training around 100 by the end of 2019) and has a backlog of trainees, some of whom will become the trainers of the future for the Company's distribution partners.  The number of procedures performed has increased substantially in 2019 with successful procedures in the US, UK, India, South Africa and mainland Europe, removing lesions with Speedboat in both upper and lower GI cases.

 

Commercial Strategy

The US remains the largest healthcare market globally and, therefore, it is a key commercial focus for the Company to gain early market traction in the US. The Company has placed products directly into nine major US hospitals, with procedures successfully carried out on patients with Speedboat as well as the first commercial orders and revenue coming from the region.

 

Outside of the US, the Company has signed multiple framework distribution agreements as part of its education led commercial strategy. These agreements provide the partners to establish, alongside Creo, CEPs in their respective territories and to undertake initial market seeding of Creo's products, which the Directors expect will enable the Company to scale rapidly.  The Company has partnered with Diagmed Healthcare Limited in the UK, MEDITEK SYSTEMS in India, JJP Hospitalaria SL in Spain, First Medical Company in South Africa, STINNOW Medical covering Belgium, the Netherlands and Luxembourg, PENTAX Europe GmbH covering France, Germany and Italy and PENTAX Medical covering Asia Pacific.

 

Strategic Acquisitions

The Company continues to identify, and has been presented with a number of, potential acquisition opportunities which, the Board believes, could give the Company the opportunity to further utilise the potential in CROMA and accelerate its ability to place products in the market. When assessing opportunities, the Board aims to accelerate access to market either with adjacent technologies or infrastructure whilst seeking synergistic benefits to the group as a whole. 

 

(2)           Use of Proceeds

The Company intends to use the net proceeds from the Fundraising to provide it with a strong balance sheet to commercialise the CROMA platform and suite of devices, for general working capital and to provide funds for:

 

·      US commercialisation expansion including potential M&A;

·      Development of IP portfolio in areas such as plasma sterilisation, neurology and additional energy modalities within the CROMA platform;

·      Continued development of CROMA technology;

·      Clinical trials for Chinese and Japanese markets; and

·      Continued research and development of new devices.

 

(3)           Directors' participation in the Fundraising

As part of the Fundraising, David Woods, Non-Executive Director, intends to subscribe for 25,000 Firm Placing Shares at the Issue Price. On Admission, David Woods will hold a beneficial interest in 25,000 Ordinary Shares.

Share Incentive Scheme

Since inception, the Board has recognised that the retention and incentivisation of the Company's founders and management team is key.  As the Company continues to hit its milestones, the Board has considered how best to achieve these goals and, at the board meeting held on 17 October 2019, it was resolved that the Company commence the steps to implement a Joint Share Ownership Plan ("JSOP" or the "Scheme"), in addition to its existing management incentive plans and other employee share incentive plans. The Scheme, which the Company is in the process of setting up, is structured such that any individuals granted awards shall, on that date, acquire an interest in Ordinary Shares jointly with the trustee of an Employee Benefit Trust ("EBT"). It is expected that awards under the Scheme will be subject to usual performance criteria and leaver provisions.

 

The EBT will be issued with, and or purchase, Ordinary Shares to satisfy awards under the JSOP. The Ordinary Shares held within the JSOP will be calculated within the Company's overall share option pool.

 

Board Composition

The Company regularly reviews the make-up of its Board to ensure that it maintains the optimum level and blend of experience, skill, independence and corporate governance.  As the Company matures, it intends to appoint an additional independent non-executive director and the Company expects to make a further announcement in this regard shortly.

 

(4)           Details of the Firm Placing

The Company has conditionally raised £43.0 million before expenses by the conditional Firm Placing of 23,888,889 Firm Placing Shares at the Issue Price by Cenkos, as agent for the Company, with the Firm Placees. Orders from certain Firm Placees under the Firm Placing are based on the percentage of the size of the Firm Placing and the Placing. As such, certain the orders under the Firm Placing will increase, depending on the size of the Firm Placing and the Placing.

 

The Firm Placing is conditional, inter alia, upon:

 

(a)      the passing of the Resolutions at the General Meeting by Shareholders;

(b)      the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c)      Admission becoming effective by no later than 8.00 a.m. on 24 December 2019 or such later time and/or date (being no later than 8.00 a.m. on 31 December 2019) as Cenkos and the Company may agree.

 

If any of the conditions are not satisfied, the Firm Placing Shares will not be issued and all monies received from the Firm Placees will be returned to the Firm Placees (at the Firm Placees' risk and without interest) as soon as possible thereafter. The Firm Placing is not being underwritten.

 

The Firm Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

 

For the avoidance of doubt, subscribers for Firm Placing Shares and/or Placing Shares will not be entitled to participate in the Open Offer in respect of those shares

 

(5)           Details of the Placing  

The Placing is subject to the terms and conditions set out in Appendix I to this announcement (which, together with the definitions set out in Appendix II, forms part of this announcement, such announcement and Appendices together being, this "Announcement"). The Company and Cenkos reserve the right to change the size of the Placing in their absolute discretion. A further announcement will be made on the closing of the bookbuild process, which is expected to be on 4 December 2019.

The Placing is conditional, inter alia, upon:

 

(a)      the passing of the Resolutions at the General Meeting by Shareholders;

(b)      the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c)      Admission becoming effective by no later than 8.00 a.m. on 24 December 2019 or such later time and/or date (being no later than 8.00 a.m. on 31 December 2019) as Cenkos and the Company may agree.

 

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter. The Placing is not being underwritten.

 

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in Appendix I to this Announcement (which forms part of this Announcement).

 

By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety, including the Appendices, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in Appendix I to this Announcement.

 

Your attention is drawn to the detailed terms and conditions of the Placing set out in Appendix I to this Announcement.

 

For the avoidance of doubt, subscribers for Firm Placing Shares and/or Placing Shares will not be entitled to participate in the Open Offer in respect of those shares

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

(6)           General Meeting

The Directors do not currently have authority to allot all of the Firm Placing Shares and any potential Placing Shares and or Open Offer Shares. Accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at a General Meeting, together with approval to disapply pre-emption rights in respect of the proposed Fundraising. The Directors anticipate posting a Circular to Shareholders to convene the General Meeting on 4 December 2019, which will contain the ordinary and special Resolutions to be voted on.

 

 

Important Notices

This Announcement is released by Creo Medical Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company.

 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties.  The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

 

The Placing Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States.  

 

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

 

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of  the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

 

This Announcement has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

 

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Placing, and Cenkos will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

 

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cenkos that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe such restrictions.

 

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the Placing Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

Appendix I

 

 Terms and Conditions of the Placing

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN CREO MEDICAL GROUP PLC.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

No action has been taken by the Company, Cenkos Securities plc ("Cenkos") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (the "FSMA") does not apply.

 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

 

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

 

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

 

1             it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2             in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing:

2.1          it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus  Regulation;

2.2          in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in  Article 5(1) of the Prospectus Regulation:

2.2.1       the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons other than Qualified Investors or in circumstances in which the prior consent of Cenkos has been given to the offer or resale; or

2.2.2       where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3             it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4             it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5             except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Fundraising or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

 

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Cenkos or any other person and none of the Company, Cenkos or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Details of the Placing Agreement

The Company proposes to raise capital by way of a firm placing, a placing and an open offer (the "Fundraising"). Cenkos has today entered into a firm placing, placing and open offer agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cenkos, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees (the "Firm Placees") for shares in the Company pursuant to the firm placing (the "Firm Placing Shares") and Placees for the Placing Shares, in each case, at the Issue Price.

 

The Firm Placing Shares and the Placing Shares will, when issued, be subject to the articles of association of the Company (the "Articles") and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Firm Placing Shares and the Placing Shares.

 

Firm Placing

Cenkos has received confirmation by a number of firm placing letters under which, and on the terms and subject to the conditions set out in the Placing Agreement, certain Firm Placees will subscribe for Firm Placing Shares at the Issue Price. The total commitment for Firm Placing Shares is £43.0 million.

 

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Firm Placing Shares and the Placing Shares to trading on AIM.

 

It is expected that Admission will take place no later than 8.00 a.m. on 24 December 2019 and that dealings in the Firm Placing Shares and the Placing Shares on AIM will commence at the same time.

 

Principal terms of the Placing

 

1             Cenkos is acting as placing agent and broker to the Fundraising, as agent for and on behalf of the Company. Cenkos is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Cenkos or for providing advice in relation to the matters described in this Announcement. 

2             Participation in the Placing will only be available to persons who may lawfully be, and are invited by Cenkos to participate. Cenkos and any of its respective affiliates are entitled to participate in the Placing as principal.

3             The price per Placing Share (the "Issue Price") is 180 pence and is payable to Cenkos as agent of the Company by all Placees.

4             Each Placee's allocation is determined by Cenkos in their discretion following consultation with the Company and has been or will be confirmed orally by Cenkos, as applicable, and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Cenkos and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the prior written consent of the Cenkos, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5             Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Cenkos. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6             Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cenkos as agent for the Company, to pay to them (or as they may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8             All obligations of Cenkos under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9             By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10           To the fullest extent permissible by law and applicable FCA rules, none of (a) Cenkos, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Cenkos as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cenkos), (d) any person acting on behalf of Cenkos, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither of the Cenkos nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Fundraising or of such alternative method of effecting the Fundraising as Cenkos and the Company may agree.

 

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by Cenkos (or either one of them), as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cenkos.

 

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cenkos in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cenkos.

 

Settlement of transactions in the Placing Shares (ISIN: GB00BZ1BLL44) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 24 December 2019 unless otherwise notified by the Cenkos and Admission is expected to occur no later than 8.00 a.m. on 24 December 2019 unless otherwise notified by Cenkos. Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company, Cenkos may agree that the Placing Shares should be issued in certificated form. Cenkos reserves the right to require settlement of the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by Cenkos.

 

Each Placee agrees that if it does not comply with these obligations, Cenkos may sell, charge by way of security (to any funder of Cenkos) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for either the Broker's own accounts and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Cenkos as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

 

The obligations of Cenkos under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

 

(a)           Admission taking place not later than 8.00 a.m. on 24 December 2019 or such later date as is agreed in writing between the Company and Cenkos, but in any event not later than 8.00 a.m. on 31 December 2019 (the "Long Stop Date"));

 

(b)           the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission;

 

(c)           there not occurring, in the opinion of Cenkos (acting in good faith), a material adverse change in, or any development involving a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), or in the earnings, management business, affairs, solvency or prospects, or results of operations of the Company (a "Material Adverse Change"), whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the  Placing Agreement;

 

(d)           the general meeting to be held by the Company having taken place, no adjournment of the general meeting having occurred without the prior written consent of Cenkos and the relevant resolutions having been passed at the general meeting without amendment;

 

(e)           application having been made to Euroclear for admission of the Open Offer Entitlements to CREST as participating securities (as defined in the CREST Regulations) and the new Ordinary Shares to CREST as Participating Securities and no notification having been received from Euroclear on or before Admission becoming effective that such admission or the continued admission of the new Ordinary Shares as Participating Securities has been or is to be refused or revoked;

 

(f)            satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement,

 

(all conditions to the obligations of the Cenkos included in the Placing Agreement being together, the "conditions").

 

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Cenkos may agree), or the Placing Agreement is terminated in accordance with its terms, the Fundraising will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

 

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Fundraising" below and will not be capable of rescission or termination by it.

 

Certain conditions may be waived in whole or in part by Cenkos, in their absolute discretion, by notice in writing to the Company and Cenkos may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Cenkos may terminate the Placing Agreement in certain circumstances, details of which are set out below.

 

Neither Cenkos, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cenkos.

 

Termination of the Fundraising

Cenkos may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

 

1             any of the warranties in the Placing Agreement were untrue or inaccurate, or were misleading when given; or

2             the Company fails to comply with its obligations under the Placing Agreement where such failure is material in the context of the Fundraising or Admission; or

3             any statement of material fact contained in the Placing Documents has become or been discovered to be untrue, inaccurate or misleading in any respect or there has been a material omission from the Placing Documents; or

4             a matter, fact, circumstance or event has arisen such that in the opinion of Cenkos (acting in good faith) a supplementary circular and/or supplementary press announcement is required to be published; or

5             in the opinion of Cenkos (acting in good faith) (i) there has occurred a force majeure event which would or would be likely to prejudice materially the Company or the Fundraising or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable or (ii) any Material Adverse Change has occurred.

 

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

 

By participating in the Placing, each Placee agrees with the Company and Cenkos that the exercise by the Company or the Cenkos of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cenkos and that none of the Company nor Cenkos need make any reference to such Placee and that none of the Company, Cenkos nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

 

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Fundraising" section above and will not be capable of rescission or termination by it after the issue by the Cenkos of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

 

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where Cenkos expressly agree in writing to the contrary):

 

1             it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Fundraising, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

 

2             it has not received a prospectus or other offering document in connection with the Fundraising and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation; and (b) has been or will be prepared in connection with the Fundraising;

 

3             the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

4             it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of Cenkos, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of Cenkos, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

 

5             neither Cenkos nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

6             the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) none of the Company, Cenkos nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that Cenkos or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

 

7             the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither of Cenkos nor any persons acting on behalf of them are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

 

8             the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

 

9             it and/or each person on whose behalf it is participating:

9.1          is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

9.2          has fully observed such laws and regulations;

9.3          has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

9.4          has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

 

10           it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

 

11           the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

12           it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

 

13           it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

 

14                           it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Fundraising in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

 

15                           neither Cenkos, nor its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Fundraising and that participation in the Fundraising is on the basis that it is not and will not be a client of Cenkos and Cenkos have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Fundraising nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

16           it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Cenkos for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Cenkos may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

 

17           no action has been or will be taken by any of the Company, Cenkos or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

 

18           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. None of the Company or Cenkos will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Fundraising and agrees to pay the Company and Cenkos in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Cenkos or transferred to a CREST stock account of Cenkos who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

 

19           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Cenkos for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

 

20           the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

 

21                           it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

22           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Regulation;

 

23           it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

24           it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this Announcement is not being issued by Cenkos as an authorised person under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

 

25           it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

 

26           if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus  Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the express prior written consent of Cenkos has been given to the offer or resale;

 

27           it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

 

28           neither of Cenkos nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

 

29           none of the Company or Cenkos, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of the Company, Cenkos or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Fundraising nor providing advice in relation to the Fundraising nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Cenkos' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

30           acknowledges and accepts that Cenkos may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Cenkos will not make any public disclosure in relation to such transactions;

 

31           Cenkos and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Cenkos and/or any of its respective affiliates, acting as an investor for its or their own account(s). None of the Company or Cenkos intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

 

32           it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

 

33           it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

34           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

 

35           in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Cenkos (each for itself and as agent on behalf of the Company) or the Company's Registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cenkos or the Company's Registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cenkos' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Cenkos' or the Company's Registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cenkos' (each for itself and as agent on behalf of the Company) or the Company's Registrars have not received evidence satisfactory to them, Cenkos and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

36           acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cenkos' conduct of the Placing;

 

37           it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Fundraising. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Fundraising, including the merits and risks involved;

 

38           it irrevocably appoints any duly authorised officer of Cenkos as its agent for the purpose of executing and delivering to the Company and/or its Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

 

39           the Company, Cenkos and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cenkos, on its own behalf and on behalf of the Company and are irrevocable;

 

40           if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

 

41           time is of the essence as regards its obligations under this Appendix;

 

42           any document that is to be sent to it in connection with the Fundraising will be sent at its risk and may be sent to it at any address provided by it to Cenkos;

 

43           the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

 

44           these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Cenkos in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cenkos and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Company, Cenkos or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or Cenkos shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cenkos accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cenkos in the event that any of the Company and/or Cenkos has incurred any such liability to such taxes or duties.

 

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Cenkos for themselves and on behalf of the Company and are irrevocable.

 

Each Placee and any person acting on behalf of the Placee acknowledges that Cenkos do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cenkos may (at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

 

When a Placee or any person acting on behalf of the Placee is dealing with Cenkos, any money held in an account with Cenkos on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from Cenkos' money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

 

All times and dates in this Announcement may be subject to amendment.

 

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

Appendix II

 

Definitions

 

The following definitions apply throughout this Announcement, unless otherwise stated or the context requires otherwise: 

 

"Admission"	admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers"	the AIM rules for nominated advisers published by the London Stock Exchange from time to time
"Announcement"	this announcement (including any appendices)
"Articles"	the articles of association of the Company
"Application Form"	the application form accompanying the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
"Business Day"	a day (other than a Saturday, a Sunday or a public holiday) on which clearing banks are open for all normal banking business in the city of London.
"Cenkos" or "Nominated Adviser" or "Broker"	Cenkos Securities plc, as the Company's nominated adviser and/or broker
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Circular"	the circular to be sent to Shareholders on or around 4 December 2019
"City Code"	the City Code on Takeovers and Mergers
"Company" or "Creo"	Creo Medical Group plc, a company incorporated under the laws of England and Wales with company number 10371794
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended)
"CROMA"	the CROMA Advanced Energy Platform
"Directors" or "Board"	the directors of the Company being Charles Spicer, Craig Gulliford, Richard Rees, Chris Hancock, John Bradshaw and David Woods, or any duly authorised committee thereof
"Enlarged Share Capital"	the issued Ordinary Shares immediately following the Admission, assuming the maximum number of New Ordinary Shares are issued
"ENT"	ear, nose and throat
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"	the 121,543,585 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"Firm Placees"		subscribers for the Firm Placing Shares
"Firm Placing"		the conditional placing of the Firm Placing Shares by the Broker, as agents on behalf of the Company, pursuant to the Placing Agreement
"Firm Placing Shares"	the 23,888,889 new Ordinary Shares to be issued pursuant to the Firm Placing
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which will accompany the Circular
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Firm Placing, the Placing and the Open Offer
"General Meeting"	the general meeting of the Company to be held at 2 Temple Back East, Temple Quay, Bristol BS1 6EG, at 11:00 a.m. on 23 December 2019, notice of which will be set out in the Circular
"GI"	gastrointestinal tract
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"IP"	intellectual property
"IPO"	the admission of the Company's Ordinary Shares to trading on AIM, effective on 9 December 2016
"Issue Price"	180 pence per New Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"MW"	microwave
"New Ordinary Shares"	the Firm Placing Shares, Placing Shares and the Open Offer Shares
"Notice of General Meeting"	the notice convening the General Meeting which will be set out in the Circular
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form which will accompany the Circular
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 3,683,138 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of £0.001 each in the capital of the Company
"Overseas Shareholders"	Shareholders with a registered address outside the United Kingdom
"Placees"	subscribers for the Placing Shares
"Placing"	the conditional placing of the Placing Shares by the Broker, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement
"Placing Agreement"	the conditional firm placing, placing and open offer agreement dated 2 December 2019 and made between the Broker and the Company in relation to the Fundraising
"Placing Shares"	new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Rules"	the prospectus rules made by the FCA pursuant to section 73A of the FSMA
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form
"Qualifying Non-CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
"Registrars"	Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
"Resolutions"	the resolutions set out in the Notice of General Meeting
"RF"	Radiofrequency
"Shareholders"	holders of Ordinary Shares
"UK"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the United Kingdom