Placing and Subscription to raise £5.2 million

RNS Number : 0693G

Intelligent Ultrasound Group PLC

11 November 2022

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014) which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

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, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN INTELLIGENT ULTRASOUND GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

11 November 2022

Intelligent Ultrasound Group plc

("Intelligent Ultrasound" or the "Company" or the "Group")

Placing and Subscription to raise £5.2 million

and

Notice of General Meeting

Intelligent Ultrasound (AIM: IUG), the ultrasound artificial intelligence (AI) software and simulation company, announces a Placing and Subscription (together the "Fundraising") to raise £5.2 million (before the deduction of fees and expenses) through the conditional issue of 56,216,220 Ordinary Shares at 9.25 pence per Ordinary Share. The Fundraising has been arranged by Cenkos Securities and the New Shares will rank, pari passu, in all other respects with the Company's Existing Ordinary Shares.

Fundraising Highlights

· Placing and Subscription to raise £5.2 million through the conditional issue of 42,504,112 Placing Shares and 13,712,108 Subscription Shares to new and existing institutional and other investors at 9.25 pence per Ordinary Share

· The Issue Price equates to a nil discount to the closing mid-market price of 9.25 pence on 10 November 2022

· The New Shares to be issued under the Placing and Subscription represent 17.2 per cent. of the Enlarged Share Capital

Use of proceeds

The net proceeds of the Fundraising of £4.8 million will be used by the Company to strengthen the balance sheet and provide additional working capital, including funding the ongoing development of the existing products.

General Meeting

The Fundraising is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company which will be held at the Floor 6A, Hodge House, 114-116 St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022.

The Company will shortly be posting a Notice of General Meeting and an accompanying circular to existing shareholders following this announcement. All relevant documents will also be available to download from the Company website at http://www.intelligentultrasoundgroup.com/reports-and-presentations/ .

Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 1 December 2022, being one Business Day prior to admission to trading on AIM of the General Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 December 2022.

Stuart Gall, CEO at Intelligent Ultrasound, said : "The Directors are very pleased with the response to the oversubscribed fundraising and are thankful to the new and existing shareholders for their continued support. The Directors consider this to have been an excellent year and the Group remains on target to meet the market expectation of £10m revenue in FY22.

With a strong simulation portfolio for 2023 and three clinical AI related products launched in the market and generating early revenues, the Board is confident that this fundraising will drive growth in sales that will take the Group to profitability, as well as achieving the Group's aspirational vision of £25m revenues by 2025, in what the directors believe is an exciting and dynamic market."

Enquiries:

Intelligent Ultrasound Group plc			www.intelligentultrasound.com
Stuart Gall, CEO			Tel: [phone]
Helen Jones, CFO
Cenkos Securities plc - Nominated Advisor and broker			Tel:  [phone]
Giles Balleny / Max Gould (Corporate Finance)
Dale Bellis / Julian Morse (Sales)
Walbrook PR	Tel: [phone] or  [e-mail]
Anna Dunphy		Mob: [phone]

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

1.  Introduction

On 11 November 2022, the Company announced a proposed Subscription and Placing, pursuant to which it proposes to raise, subject to certain conditions, £5.2 million (before expenses) by the conditional Placing of 42,504,112 Placing Shares and Subscription of 13,712,108 Subscription Shares at the Issue Price to certain institutional and other investors.

The proceeds of the Placing and Subscription will be used to strengthen the balance sheet and provide additional working capital for the Group, including funding the ongoing development of the existing products.  This Fundraising is expected to take the Group to profitability.

The Issue Price equates to a Nil discount to the closing middle market price of 9.25 pence per Ordinary Share on 10 November 2022 (being the last Business Day before publication of this Document).

The Placing, which has been arranged by Cenkos Securities pursuant to the terms of the Placing Agreement, and Subscription, are also conditional on the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights and to grant the Board authority to allot the New Shares, and upon the First Admission and the Second Admission respectively.

The purpose of this Document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders, as a whole, and why the Board recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this Document.

2.  Background to and reasons for the Placing

Intelligent Ultrasound's 'Classroom to Clinic' vision is to make ultrasound easier for clinicians to learn using advanced ultrasound training simulators to teach medical practitioners, and easier to use in a clinical setting, via artificial intelligence ("AI") based clinical ultrasound image analysis software for medical ultrasound machines.  Its current suite of products include systems for ultrasound training in paediatric and neonatal care (BabyWorks), a hi-fidelity simulator for Point-of-Care ultrasound including COVID-19 lung and cardiac modules (BodyWorks), a self-learning scanning simulator for OBGYN and general medicine (ScanTrainer) and a simulator to assist in the learning of TEE and TTE echocardiography (HeartWorks) as well as an AI training system for ultrasound-guided Peripheral Nerve Blocks (ScanNav Anatomy PNB Trainer) and a training solution to teach ultrasound-guided needling (NeedleTrainer).  Its Clinical AI Products include automated image analysis for protocol-based scanning (ScanNav Assist) and the clinical side of its automated anatomy highlighting for ultrasound guided needling (ScanNav Anatomy).

On 4 July 2019, Intelligent Ultrasound signed its first long-term licence and co-development agreement for its AI software with one of the world's leading ultrasound equipment manufacturers, GE Healthcare. The long-term agreement enables the integration of Intelligent Ultrasound's real-time AI image analysis software onto the Voluson range of women's healthcare ultrasound systems marketed in the global healthcare market. The AI software is currently incorporated into the Voluson Expert 22 and SWIFT ultrasound machines.  Terms of the agreement are confidential and undisclosed for commercial reasons.

In May 2021, Intelligent Ultrasound announced the UK launch of ScanNav Anatomy PNB that simplifies ultrasound-guided needling by providing the user with real-time AI-based anatomy highlighting for a range of medical procedures. On 18 October 2022, the FDA granted ScanNav Anatomy PNB clearance for sale in the USA.

The Directors intend to use the net proceeds of the Fundraising to strengthen the balance sheet and provide additional working capital to the Company, including the ongoing development of existing products.

The Directors expect this to be the last fund raise for the current product range prior to profitability. With sales in FY22 forecast to reach £10 million, the Company's ambition is to reach revenues of approximately £25 million by 2025.

Background to the Company

Ultrasound is the cheapest and safest of all available imaging modalities (X-Ray, MRI, CT etc.), and its diagnostic applicability in many areas is well recognised but, unlike the others, ultrasound is a dynamic, real-time modality where the skills of the operator are paramount.  The Group's vision is to make ultrasound easier to learn and simpler to use by minimising this obstacle. 

Based in Cardiff in the UK and Alpharetta in the US, Intelligent Ultrasound specialises in real-time hi-fidelity virtual reality simulation for the ultrasound training market ('classroom') and artificial intelligence-based clinical image analysis software tools for the diagnostic medical ultrasound market ('clinic').

The Group has grown sales from £4 million in 2017 to an expected £10 million in 2022 with two revenue streams:

Simulation 

The Group designs, develops and sells real-time, hi-fidelity ultrasound training simulators for teaching ultrasound scanning to medical professionals and medical device companies. The simulators are, in the main, high value capital equipment sales sold through the Group's direct sales force in the US and UK, as well as through a network of resellers covering the rest of the world.  The Group has grown sales on this side of the business to an expected £9.4 million for FY22. 

The simulation range was expanded in 2022 to four platform systems:

· ScanTrainer - specialising in Obstetrics and Gynaecology training

· HeartWorks - specialising in echocardiography training

· BodyWorks - specialising in Point of Care (POCUS) and Emergency Medicine training and featuring a free Covid19 training module

· BabyWorks - specialising in Neonate and Paediatric training

To date, over 1400 Intelligent Ultrasound simulators have been sold to over 700 medical institutions around the world and its equipment is estimated to have trained over 100,000 professionals globally in the last five years. The total ultrasound training market is expected to be worth c.$200 million by 2026 (Stratview Research).

Clinical AI

A key part of the Company's 'Classroom to Clinic' vision is to provide medical professionals with access to real-time AI-based clinical software that makes ultrasound easier to use.

Based on the original work of Professor Alison Noble OBE, FREng, FRS, from the University of Oxford, one of the world's leading academics in ultrasound image analysis using AI, over the last four years Intelligent Ultrasound has designed, built and launched three 'first to market' AI related products and has five more in development. The team consists of 23 in-house AI developers, software engineers and project managers.

·   ScanNav Assist - an automated protocol scanning software that recognises the 21 views recommended by the International Society of Ultrasound in Obstetrics and Gynaecology mid-trimester practice guidelines for fetal imaging. This technology is incorporated in GE Healthcare's Voluson SWIFT and Voluson Expert 22 ultrasound machines, the latter of which launched to the market in July 2022

· ScanNav Anatomy PNB - a CE approved standalone device that plugs into existing ultrasound machines and simplifies ultrasound-guided needling by providing the user with real-time AI-based anatomy highlighting for a range of medical procedures. On 18 October, Intelligent Ultrasound announced that the FDA had granted the system clearance for sale in the USA

· NeedleTrainer - a stand-alone device that teaches real-time ultrasound guided needling and incorporates ScanNav Anatomy PNB. The system is sold with the GE's pocket-sized wireless ultrasound probe, Vscan Air and launched in September 2022

The AI in ultrasound imaging market is forecast to grow at a CAGR of 9.76% to $1.3B by 2028 (Data Bridge Market Research) and Intelligent Ultrasound is accessing this market by following a two-pronged 'AI go-to market' strategy of:

· Signing royalty-based, 'on-machine' licences for the provision of real-time AI software to the major manufacturers,

· Selling proprietary 'plug-in' real-time AI enabled devices direct to the global pool of existing ultrasound machines, through Intelligent Ultrasound's existing sales network

In January 2022 the Company announced an extension to its exclusive women's healthcare AI agreement to enable GE Healthcare to utilise the ScanNav Assist AI software in a new segment of automated ultrasound image analysis, that is outside the Group's original agreement. Although the terms of the agreement and the timings of the related product launch are undisclosed to the market for commercial reasons, this supplementary product line is expected to support the growth of the Group's royalty revenues in the longer term.

Clinical AI revenue, which is in the early stage of commercialisation, is expected to be £0.6m in FY2022 and expected to increase significantly into 2023 and beyond.

Clinical AI is a key element of the Group's growth strategy as it expands both its simulation and Clinical AI revenue streams and in the longer term aims to develop additional future products in the area of anomaly detection.

3.  Use of proceeds

The Company has conditionally raised £5.2 million (before expenses) by way of the conditional Placing and Subscription.  The expenses for the Fundraising are expected to be approximately £400,000.

The primary purpose behind the Fundraising is to strengthen the balance sheet and provide additional working capital , including funding the ongoing development of the existing products.

4.  Current trading and prospects

The Directors consider this to have been an excellent year and the Group remains on target to meet the market expectation of £10m revenue in FY22.

With a strong simulation portfolio for 2023 and three clinical AI related products launched in the market and generating early revenues, the Board is confident that the forecast growth in sales will take the Group to profitability, as well as achieving the Group's aspirational vision of £25m revenues by 2025, in what the Directors believe is an exciting and dynamic market.

5.  Related parties' participation in the Fundraising

Substantial shareholders' participation in the Fundraising

The following substantial Shareholders (being a Shareholder holding 10 per cent. or more of the Existing Ordinary Shares as at 10 November 2022, the latest practicable date prior to publication of this Document) are participating in the Fundraising as described below:

	Number of Existing Ordinary Shares	Percentage of Existing Ordinary Shares	Number of New Shares subscribed for	Number of Ordinary Shares held following the Placing	Percentage of enlarged share capital
IP Group	56,740,641 *	21.0%	11,118,000**	67,858,641	20.8%
Octopus Investments	29,953,500	11.1%	6,093,752	36,047,252	11.0%

*These shares are held by the following IP Group entities IP2IPO Portfolio (GP) Limited, acting in its capacity as general partner of IP2IPO Portfolio LP (20,313,649 shares); IP Venture Fund II (GP) LLP, acting in its capacity as general partner of IP Venture Fund II LP (15,706,179 shares) and IP2IPO Limited (20,720,813 shares)

**IP2IPO Portfolio (GP) Limited, acting in its capacity as general partner of IP2IPO Portfolio LP has subscribed for these Ordinary Shares in the Fundraising, however other IP Group entities may take up a proportion of this subscription.

The participation by IP Group and Octopus Investment in the Fundraising is classified as a related party Fundraising for the purposes of the AIM Rules by virtue of IP Group and Octopus being both substantial shareholders (as defined in the AIM Rules for Companies) in the Company. The Directors, having consulted with Cenkos Securities, the Company's nominated adviser, consider that the terms of the Fundraising with IP Group and Octopus Investments are fair and reasonable insofar as the Company's Shareholders are concerned.

Directors' participation in the Fundraising

As part of the Fundraising, certain Directors and their connected persons and an employee intend to subscribe (either personally or through a nominee) for an aggregate of 1,270,270 New Shares at the Issue Price. Details of the New Shares for which the Directors intend to subscribe (either personally or through a nominee) are displayed below:

Name	Title	Number of Existing Ordinary Shares#	Number of Placing Shares intended to be subscribed for#	Value of Placing Shares intended to be subscribed for#	Resulting shareholding following proposed subscription#	Percentage of enlarged share capital following proposed subscription#
Stuart Gall	Chief Executive Officer	923,474	567,568	£52,500	1,491,042	0.46%
Helen Jones	Chief Financial Officer	95,238	54,054	£5,000	149,292	0.05%
Ian Whittaker	Chief Operating Officer	451,172	81,081	£7,500	532,253	0.16%
Nicholas Sleep	Chief Technology Officer	421,709	162,162	£15,000	583,871	0.18%
Ingeborg Oie	Non-Executive Officer	-	216,216	£20,000	216,216	0.07%
Nick Avis	Non-Executive Officer	272,619	135,135	£12,500	407,754	0.13%
Andrew Barker	Non-Executive Officer	317,992 7,500	54,054	£5,000	372,046	0.11%

# The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.

The participation by the above Directors in the Fundraising is classified as a related party transaction for the purposes of the AIM Rules. Directors not participating in the Fundraising, (being Christian Guttmann, Michèle Lesieur and Riccardo Pigliucci), having consulted with Cenkos Securities, the Company's nominated adviser, consider that the terms of the Fundraising with the above Directors are fair and reasonable insofar as the Company's Shareholders are concerned.

6.  Details of the Fundraising

The Company is proposing to raise £5.2 million (before expenses) pursuant to the Fundraising. The Fundraising has conditionally raised a total of approximately £2,500,159 through the placing of up to 27,028,752 EIS/VCT Placing Shares and a total of approximately £2,699,840 through the placing and subscription of 29,187,468 General Shares.

Admission of the New Shares to trading on AIM will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors. Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 1 December 2022, being one Business Day prior to admission to trading on AIM of the General Shares, which are expected to be admitted to trading on AIM on or around 8.00 a.m. on 2 December 2022. The allotment of the EIS/VCT Placing Shares will be conditional on First Admission occurring. The allotment of the General Shares will be conditional on the First Admission and Second Admission occurring. Investors in the EIS/VCT Placing Shares should be aware of the possibility that, following the First Admission, the Second Admission may not occur.

Although the Directors believe that the EIS/VCT Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a Qualifying Holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company  nor Cenkos, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

The Issue Price of 9.25 pence per New Share equates to a nil discount to the closing price of 9.25 pence on 10 November 2022, the latest Business Day prior to publication of this Document.

The New Shares will represent approximately 17.2 per cent. of the Enlarged Share Capital. The New Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue following each of the First Admission and Second Admission and will otherwise rank equally in all other respects with the Existing Ordinary Shares.

7.  The Placing Agreement

Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten.

The Placing Agreement is conditional upon, inter alia:

· Resolutions 1 and 2 below being passed without amendment;

· compliance by the Company with its obligations under the Placing Agreement;

· First Admission taking place by no later than 8.00 a.m. on 1 December 2022 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date); and

· Second Admission taking place by no later than 8.00 a.m. on 2 December 2022 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date).

The Placing Agreement contains warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in this Document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain liabilities it may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to the First Admission and/or Second Admission, in particular, in the event of a breach of the warranties given to Cenkos in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Group as a whole.

8.  General Meeting

The Directors do not currently have authority to allot all of the New Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at Floor 6A, Hodge House, St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022, is set out at the end of this Document. At the General Meeting, the following Resolutions will be proposed:

· Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £52,000.00, being equal to 56,216,220 new Ordinary Shares (i.e. the number of New Shares available under the Fundraising); and

· Resolution 2, which is conditional on the passing of Resolution 1 and is a special resolution, to authorise the Directors to allot 56,216,220 new Ordinary Shares for cash pursuant to the Fundraising on a non-pre-emptive basis.

The authorities to be granted pursuant to Resolutions 1 and 2  shall expire on whichever is the earlier of (a) the conclusion of the next Annual General Meeting of the Company; and (b) the date falling three months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 22 June 2022 .

Shareholders will find accompanying this Document a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and in any event not later than 48 hours (excluding non-Business Days) before the time of the General Meeting.

9.  Recommendation

The Directors believe the Fundraising and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to 4,051,844 Ordinary Shares, representing approximately 1.5 per cent. of the existing issued ordinary share capital of the Company.

As the Fundraising is conditional, inter alia, upon the passing by Shareholders of the Resolutions at the General Meeting, Shareholders should be aware that, if the Resolutions are not passed and First Admission and Second Admission does not take place, the proceeds of the Fundraising will not be received by the Company. If the proceeds of the Fundraising are not received, the Company may be forced to curtail its development plans in order to preserve capital until suitable alternative means of funding further development works are identified and secured. The timing and certainty of such funding are unclear.

Expected Timetable of Principal Events

Announcement of the Fundraising, publication and posting of the Circular and Form of Proxy	11 November 2022
Latest time and date for receipt of completed Forms of Proxy	11.00 a.m. on 28 November 2022
General Meeting	11.00 a.m. on 30 November 2022
Announcement of result of General Meeting	30 November 2022
Admission and commencement of dealings in the EIS/VCT Placing Shares on AIM (First Admission)	8.00 a.m. on 1 December 2022
Admission and commencement of dealings in the General Shares on AIM (Second Admission)	8 .00 a.m. on 2 December 2022
Despatch of definitive share certificates in certificated form in respect of EIS/VCT Placing Shares	Within 10 days of First Admission
Despatch of definitive share certificates in certificated form in respect of General Shares	Within 10 days of Second Admission

Notes:

i.  References to times are to London time (unless otherwise stated).

ii.  If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

Issue Price (per share)	9.25 pence
Number of Existing Ordinary Shares	270,653,485
Number of General Shares issued in the Placing	15,475,360
Number of EIS/VCT Placing Shares	27,028,752
Total number of Placing Shares	42,504,112
Subscription Shares	13,712,108
Total New Shares	56,216,220
Enlarged Share Capital	326,869,705
New Shares as a percentage of the Enlarged Share Capital	17.2%
Gross proceeds of the Fundraising	£5,200,000

Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:

Act	the Companies Act 2006 (as amended)
Admission	means the First Admission and the Second Admission, as context requires
AI	artificial intelligence
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange from time to time
Business Day	a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
Cenkos or Cenkos Securities	Cenkos Securities plc
certificated form or in	an Ordinary Share recorded on a company's share register as being
certificated form	held in certificated form (namely, not in CREST)
Clinical AI Products	ScanNav Assist, ScanNav AnatomyGuide and NeedleTrainer
Company or Intelligent Ultrasound	Intelligent Ultrasound Group plc, a company incorporated and registered in England and Wales under the Companies Act 2006 with registered number 09028611
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear
CREST member	a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
CREST sponsor	a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member	a CREST member admitted to CREST as a sponsored member
Directors or Board	the directors of the Company whose names are set out on page 6 of this document, or any duly authorised committee thereof
Document	this document which, for the avoidance of doubt, does not comprise a prospectus (under the Prospectus Regulation Rules) or an admission document (under the AIM Rules)
EIS	enterprise investment scheme
EIS/VCT Placing	the placing of Placing Shares to be issued under the Placing and either (i) in respect of which EIS relief is to be claimed; or (ii) constituting a qualifying holding for VCT purposes
EIS/VCT Placing Shares	the 27,028,752 new Ordinary Shares to be issued and allotted to the Placees pursuant to the EIS/VCT Placing
Enlarged Share Capital	the entire issued share capital of the Company following completion of the Fundraising following First Admission and Second Admission
EU	the European Union
Euroclear	Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares	the 270,653,485 Ordinary Shares in issue at the date of this Document, all of which are admitted to trading on AIM
FCA	the UK Financial Conduct Authority
FDA	the US Food and Drug Administration
First Admission	the admission to trading on AIM of the EIS/VCT Placing Shares
Form of Proxy	the form of proxy for use in connection with the General Meeting which accompanies this Document
FSMA	the Financial Services and Markets Act 2000 (as amended)
Fundraising	together, the Placing and the Subscription (or any part of them)
General Meeting	the general meeting of the Company to be held at Floor 6A, Hodge House, 114-116 St Mary Street, Cardiff, CF10 1DY at 11.00 a.m. on 30 November 2022, notice of which is set out at the end of this Document
General Placing	the placing and subscription of New Shares which do not constitute EIS/VCT Placing Shares
General Shares	the 29,187,468 New Shares to be issued and allotted to the Placees and Subscribers pursuant to the General Placing
Issue Price	9.25 pence per New Share
Group	the Company and its subsidiaries
HMRC	HM Revenue and Customs (which shall include its predecessors, the Inland Revenue and HM Customs and Excise)
Link Asset Services or Link	a trading name of Link Market Services Limited
London Stock Exchange	London Stock Exchange plc
Long Stop Date	1 6 December 2022
Notice of General Meeting	the notice convening the General Meeting which is set out at the end of this document
New Shares	the Placing Shares and the Subscription Shares (or any of them)
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Placee	the subscribers for the Placing Shares pursuant to the Placing
Placing	the EIS/VCT Placing and General Placing
Placing Agreement	the agreement entered into between the Company and Cenkos Securities in respect of the Placing dated 11 November 2022, as described in this Document
Placing Shares	the 42,504,112 new Ordinary Shares to be issued pursuant to the Placing, being the EIS/VCT Placing Shares and the General Shares
Prospectus Regulation Rules	the Prospectus Regulation Rules made by the FCA under Part VI of FSMA, as set out in the Prospectus Regulation Rules Sourcebook;
Regulatory Information Service	has the meaning given in the AIM Rules for Companies
Resolutions	the resolutions set out in the Notice of General Meeting
Restricted Jurisdiction	each and any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States and any other jurisdiction where the Offer would breach any applicable law or regulations
Second Admission	the admission to trading on AIM of the General Shares
Shareholders	holders of Ordinary Shares in the Company
Simulation Products	ScanTrainer, HeartWorks, BodyWorks and BabyWorks ultrasound training simulators
SonoLyst	SonoLyst, the world's first fully integrated AI tool that recognises the 21 views recommended by the International Society of Ultrasound in Obstetrics and Gynaecology mid-trimester practice guidelines for fetal imaging and incorporates Intelligent Ultrasound's ScanNav Assist AI technology
Subscription	the subscription of 13,712,108 New Shares by certain investors pursuant to the Subscription Letters
Subscription Letters	the agreements entered into by the Company and certain investors to subscribe for New Shares
Subscription Shares	the 13,712,108 New Shares to be subscribed pursuant to the Subscription
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
Uncertificated or Uncertificated form	recorded on the relevant register or other record of the Shares or other security concerned 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
US Person	has the meaning given in the United States Securities Act 1933 (as amended)
VCT	Venture Capital Trust
voting rights	all voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting
£ and p	United Kingdom pounds sterling and pence respectively, the lawful currency of the United Kingdom

Important Notices

Cenkos Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company and no-one else in connection with the Placing and Admission.  Cenkos Securities will not be responsible to anyone other than the Company for providing the regulatory and legal protections afforded to customers (as defined in the rules of the FCA) of Cenkos Securities nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it.  The responsibilities of Cenkos Securities, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or any director of the Company or to any other person in respect of their decision to subscribe for or purchase Placing Shares.

Forward-looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Company's products and services).  These statements include forward looking statements both with respect to the Company and with respect to the sectors and industries in which the Company operates.  Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements or negatives thereof are of a forward looking nature.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Company's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's operating results, financial condition and liquidity, and the development of the industry in which the Company operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies.  All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.  Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward-looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand, or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan, or in any jurisdiction in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the Securities Act or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any applicable state or other jurisdiction of the United States. There will be no public offer of the securities in the United States. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.  In addition, offers, sales or transfers of the securities in or into the United States for a period of time following completion of the Placing by a person (whether or not participating in the Placing) may violate the registration requirement of the Securities Act.

The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand, or Japan, or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand, or Japan, or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.

No representation or warranty, express or implied, is made by the Company or Cenkos Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing and Admission and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Cenkos Securities does not accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

END

 

 

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