Launch of Open Offer and Posting of Circular

RNS Number : 3257Q

Creo Medical Group PLC

17 February 2023

 

THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

LEI: 213800H188ZDCWWXFA21

17 February 2023

Creo Medical Group plc

("Creo" or the "Company")

Launch of Open Offer, Posting of Circular

and

Notice of General Meeting

The Company is pleased to announce that, further to the announcement made on 16 February 2023 (RNS No:0797Q) regarding the Fundraising (the "Launch Announcement"), i t is proposing to raise up to approximately £5.2 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 26,048,909 Open Offer Shares at an Offer Price of 20 pence per Open Offer Share.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

1  Open Offer Share for every  7  Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Shares then held.

Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility  and as such, Qualifying Shareholders seeking to limit their dilution from the Placing can also request additional Open Offer Shares ("Excess Shares") under the Excess Application Facility. The Open Offer is not being underwritten. 

The Open Offer is conditional upon, among other things (i) the Resolutions being duly passed by Shareholders at the General Meeting and (ii) Admission having become effective at or before 8.00 a.m. on 9 March 2023 (or such later time and/or date as Cenkos may agree with the Company not being later than 8.00 a.m. on 31 March 2023).

Posting of Circular

The Company also confirms that a circular, which contains further details regarding the Open Offer and a notice convening the General Meeting (the "Circular"), has been posted today to Shareholders, along with the Application Form (where applicable).   The Circular will also be made available on the Company's website:  www.creomedical/investors .

Notice of General Meeting

The General Meeting has been convened for 8 March 2023 at 10 a.m. at the offices of Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1 6EG.

Capitalised terms used in this announcement have the meanings given to them in the Circular unless the context provides otherwise.

Creo Medical Group plc		www.creomedical.com
Richard Rees (CFO)		[phone]
Cenkos Securities plc		[phone]
Camilla Hume/ Stephen Keys  (NOMAD)
Michael Johnson / Russell Kerr (Sales)
Numis Securities Limited (Joint Broker) Freddie Barnfield / James Black / Duncan Monteith		[phone]
Walbrook PR Ltd	Tel: [phone] or [e-mail]
Paul McManus / Sam Allen / Phillip Marriage		Mob: [phone]

Expected Timetable for the Fundraising

Record Date for entitlement under the Open Offer	2023 15 February
Announcement of the Fundraising	16 February
Announcement of the results of the Placing	16 February
Ex-entitlement date of the Open Offer	16 February
Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application Form	17 February
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	20 February
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements from CREST	4.30 p.m. on 1 March
Latest time and date for depositing Open Offer Entitlements in CREST	3.00 p.m. on 2 March
Latest time and date for splitting of Application Forms under the Open Offer	3.00 p.m. on 3 March
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	10.00 a.m. on 6 March
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 7 March
General Meeting	10.00 a.m. on 8 March
Results of the General Meeting and the Open Offer announced	8 March
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on 9 March
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	9 March
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	23 March

Important Notices

No action has been taken by the Cenkos Securities plc ("Cenkos"), Numis Securities Limited ("Numis") or any of their affiliates, or any person acting on its or their behalf that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by each of the Company, Cenkos or Numis to inform themselves about, and to observe, such restrictions.

Each of the times and/or dates referred to above is subject to change at the absolute discretion of the Company, Cenkos and Numis. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

END

 

 

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