Result of General Meeting & Fundraise Completion

RNS Number : 4597I

Polarean Imaging PLC

01 April 2020

 

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, 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 POLAREAN IMAGING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

1 April 2020

Polarean Imaging Plc  

("Polarean" or the "Company")

Result of General Meeting & Completion of Fundraise

Polarean Imaging plc (AIM: POLX), the medical-imaging technology company, with a proprietary drug-device combination product for the magnetic resonance imaging (MRI) market, is pleased to announce that all the Resolutions set out in the circular dated 13 March 2020 (the "Circular"), were duly passed at the General Meeting of the Company held in Durham, North Carolina earlier today.

The Resolutions include those necessary to implement the Fundraise to raise a total of £8.4 million (before expenses), which includes the £2.2 million subscription from new strategic investor Bracco Imaging S.p.A.

Admission to AIM

Following the announcement made on 13 March 2020 and the passing of the Resolutions at the General Meeting today, the 46,624,997 Fundraise Shares will be admitted to trading on AIM at 8.00 a.m. on 2 April 2020.  The Fundraise Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company.

Directors' Shareholdings

Jonathan Allis, the Company's Chairman subscribed for a total of 555,555 Fundraise Shares at the Fundraise Price. Following Admission, the interests (all of which are beneficial unless otherwise stated), whether direct or indirect, of the Directors and their families (within the meaning set out in the AIM Rules) in the issued share capital of the Company and the existence of which is known to or could, with reasonable diligence, be ascertained by the Directors, are as follows:

	Prior to Fundraise		Immediately following Admission
Name	No of issued Ordinary Shares	Percentage of issued Ordinary Shares	No of issued Ordinary Shares	Percentage of Enlarged Share Capital
Jonathan Allis	1,877,574	1.6	2,433,129	1.5
Richard Hullihen	2,928,899	2.6	2,928,899	1.8
Kenneth West	475,594	0.5	475,594	0.3
Bastiaan Driehuys	12,267,503	12.2	12,267,503	7.6

Significant Shareholders

Certain significant shareholders also conditionally subscribed for Fundraise Shares.  Following Admission, the Directors are aware of the following persons who, directly or indirectly, are interested in three per cent. or more of the Company's existing Ordinary Share Capital:

	Prior to Fundraise		Immediately following Admission
Name	No of issued Ordinary Shares	Percentage of issued Ordinary Shares	No of issued Ordinary Shares	Percentage of Enlarged Share Capital
Amati Global Investors	12,460,318	10.9	23,571,429	14.6
Bastiaan Driehuys	12,267,503	10.7	12,267,503	7.6
NUKEM Isotopes Imaging GmbH	11,234,208	9.8	11,234,208	7.0
W.B. Nominees Limited	8,227,335	7.2	8,423,225	5.2
John Sudol	7,542,121	6.6	7,542,121	4.7
Bracco	0	0	12,222,222	7.6
Chelverton Asset Management Ltd	0	0	7,777,778	4.8
Haregreave Hale Limited	0	0	5,555,555	3.4

* The percentages shown are based on the most recent share register analysis or latest date of notification

Total Voting Rights

Following Admission, the Company will have a total of 161,295,607 Ordinary Shares in issue with each Ordinary Share carrying the right of one vote.  The above figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Circular.

Enquiries:

Polarean Imaging plc			www.polarean.com  / www.polarean-ir.com
Richard Hullihen, Chief Executive Officer			Via Walbrook PR
SP Angel Corporate Finance LLP			Tel: [phone]
David Hignell / Soltan Tagiev (Corporate Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Walbrook PR	Tel: [phone] or  [e-mail]
Paul McManus / Anna Dunphy		Mob: [phone]

About Polarean's Technology

Polarean's technology produces hyperpolarized inert Xenon gas, used in conjunction with standard MRI to create high-resolution three-dimensional functional maps of the human lung. This technique provides a unique and sensitive way to monitor changes in lung structure and function; it is currently used in basic and clinical research to study lung physiology and to monitor the efficacy of new drugs.

The central equipment required for hyperpolarized gas MRI is a polarizer. Using circularly polarized laser light, the polarizer transforms the inert, stable noble gas isotope  ¹²⁹ Xenon into its hyperpolarized state. This process leaves the gas chemically unchanged, while only the nucleus is magnetically aligned. The resulting MRI signal is enhanced by a factor of 100,000, making direct imaging of gas atoms possible.

About Polarean  (   www.polarean.com   )

The Company and its wholly owned subsidiary, Polarean, Inc. (together the "Group") are revenue-generating, medical drug-device combination companies operating in the high-resolution medical imaging market.

The Group develops equipment that enables existing MRI systems to achieve an improved level of pulmonary function imaging and specializes in the use of hyperpolarized Xenon gas ( ¹²⁹ Xe) as an imaging agent to visualize ventilation. ¹²⁹ Xe gas is currently being studied for visualization of gas exchange regionally in the smallest airways of the lungs, the tissue barrier between the lung, and the bloodstream and in the pulmonary vasculature. Xenon gas exhibits solubility and signal properties that enable it to be imaged within other tissues and organs.

The Group also develops and manufactures high performance MRI radiofrequency (RF) coils which are a required component for imaging  ¹²⁹ Xe in the MRI system. The development of these coils by the Group facilitates the adoption of the Xenon technology by providing application-specific RF coils which optimize the imaging of  ¹²⁹ Xe in MRI equipment for use as a medical diagnostic as well as a method of monitoring the efficacy of therapeutic intervention.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Dr Jonathan Allis
2.	Reason for the notification
a)	Position/status:	Chairman
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Polarean Imaging Plc
b)	LEI:	213800DGR2BHXJ36OL37
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of £0.00037 GB00BF3DT583
b)	Nature of the transaction:	Subscription for new ordinary shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 18.0 pence 555,555
d)	Aggregated information: Aggregated volume: Price:	Price(s) Volume(s) 18.0 pence 555,555
e)	Date of the transaction:	1 April 2020
f)	Place of the transaction:	Off-market

 

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