Placing and Open Offer at 590p per Share

Aortech International PLC 1 February 2000 AORTECH INTERNATIONAL PLC Placing and Open Offer of 3,007,922 New Ordinary Shares at 590p per share to raise £ 17.14 million (net of expenses) AorTech International plc, ('AorTech' or 'the Company') the Scottish-based manufacturer of cardiovascular devices announces that it proposes to raise approximately £17.14 million (net of expenses) by way of a Placing and Open Offer of 3,007,922 New Ordinary Shares at 590p per share. The funds raised will be used principally: * to provide funds for the marketing of TruCOMMS * to provide funds for clinical trials in both Europe & US of the new tri-leaflet heart valve; In addition the Company will continue its policy of aiming to acquire products and/or technologies consistent with the Company's strategy which is to be at the forefront of the cardiovascular market The Placing and Open Offer are conditional on, inter alia, the passing of resolutions at an Extraordinary General Meeting of the Company to be held on 25 February 2000. Commenting on the Proposed Placing and Open Offer, Gordon Wright, Chairman said: 'We are raising the funds to build upon the significant progress made to date. 'Clinical trials for TruCCOM are ongoing and the Directors are in the process of selecting sites in the USA and Europe for tests in intensive care units and operating theatres. The first phase of the animal trials for our tri-leaflet valve which commenced in November 1999 is continuing successfully.' 1st February 2000 For further information contact: AorTech International plc Tel: 01698 746 699 Eddie McDaid Bell Lawrie Tel: 0141 314 8102 Clive Thomson College Hill Tel: 0171 457 2020 Michael Padley For further information, visit AorTech's website at www.aortech.com AorTech International PLC: Placing and Open Offer of 3,007,922 New Ordinary Shares at 590p per share to raise £17.14 million (net of expenses) AorTech International plc ('AorTech' or 'the Company') AorTech, the AIM quoted Scottish-based manufacturer of cardiovascular devices announced today that the Company is proposing to issue 3,007,922 New Ordinary Shares at a price of 590p per share to raise approximately £17.14 million after expenses. The New Ordinary Shares are being conditionally placed by Bell Lawrie Wise Speke with institutional investors, however Qualifying Shareholders are being invited to apply for these New Ordinary Shares, at the Placing Price, by way of the Open Offer. The Placing and Open Offer are conditional on, inter alia, the passing of resolutions at an Extraordinary General Meeting of the Company to be held on 25 February 2000. The following is a summary of developments which have taken place since the announcement of the Interim Results for the period to 30 September 1999 which were released on 15 December 1999. Future Prospects, as per the Interim Statement The acquisition and development of TruCCOMS, together with the continued development of the new trileaflet heart valve, demonstrates our determination not only to expand further the Company's product base but also to introduce innovative products to the medical device market with, the Directors believe, significant profit potential. Obtaining regulatory approval for TruCCOMS together with the commencement of sales of this product will have a substantial benefit on the long term future growth of AorTech. The Directors are particularly excited about the continued good results from the trileaflet heart valve development and look forward to the progress of this project during the course of the next twelve months and to the commencement of clinical trials in patients in 2001. The Directors believe that this will have a further significant impact on the performance and future prospects of the Company. Given the Company's prospects and plans for growth, the Directors are examining the merits of a range of stockmarkets on which the Company's shares might be traded. These include the Official List, with the option of joining techMARK, and NASDAQ in the USA. Current Developments and Use of Net Proceeds Since the announcement of the Interim Results for the period to 30 September 1999 which were released on 15 December 1999, trading has continued satisfactorily. Clinical trials for TruCCOMS are ongoing and the Directors are in the process of selecting sites in the USA and Europe for tests in intensive care units and operating theatres. The first phase of the trials for the tri-leaflet valve which commenced in November 1999 is continuing successfully. Discussions are underway with the appropriate regulatory bodies regarding the clinical trials necessary for achieving FDA approval and a CE mark for the valve and sites are being sought for patient clinical trials in both the USA and Europe. The Directors have concluded heads of terms to acquire a new facility, which will adjoin the Company's existing facility in Scotland, where the Company can carry out the final phase of testing and the manufacturing process for the valve. The Directors are aware that to develop the true potential of the new projects access to significant funds is essential. In particular, product marketing of TruCCOMS and clinical trials of the new tri-leaflet heart valve will necessitate substantial commitment. The Placing and Open Offer will result in cash proceeds (net of expenses) of approximately £17.14 million which will be used principally to provide funding for: * the product 'roll-out' and marketing of TruCCOMS; and * clinical trials on patients and regulatory approvals in both Europe and the USA for the new heart valve project. The Directors are continuing with their policy of aiming to acquire products and/or technology consistent with the Company's strategy which is to be at the forefront of the global market for cardiovascular devices and treatments. Placing and Open Offer 3,007,922 New Ordinary Shares are being conditionally placed by Bell Lawrie Wise Speke with institutional investors, at the Placing Price, subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer. Under the Open Offer, Qualifying Shareholders will have the right to subscribe for: 1 New Ordinary Share for every 8 Ordinary Shares held on the Record Date of 21 January 2000 at a price of 590p per share. Certain shareholders including Mr McDaid and companies owned by the trustees for trusts, the beneficiaries of which include Mr Wright and Mr McDaid have undertaken not to apply for their pro rata entitlements of New Ordinary Shares under the Open Offer to the extent of 1,620,527 New Ordinary shares (representing approximately 54% of the Issue) and accordingly, Bell Lawrie Wise Speke has agreed, conditionally, to place these shares firm with institutional investors. Melody Investments Ltd, a company owned by a trust of which Mr McDaid is a beneficiary have agreed to place 100,000 Ordinary Shares with institutional investors at the Placing Price. Messrs McKenna, Madden, Duijst, Cameron and Gray will be applying for their entitlements in full. Messrs Lowinger, Madden and Gray have indicated their intention to act as placees in respect of 5085, 847 and 1000 New Ordinary Shares respectively under the Placing. Further Information A Prospectus setting out, inter alia, details of the Placing and Open Offer and containing the notice of the Extraordinary General Meeting together with the recommendations from the Board to vote in favour of the resolutions to be proposed at the EGM will be despatched to shareholders later today. The Prospectus will be accompanied by a personalised application form (which may not be split or transferred except to satisfy bona fide market claims) and a form of proxy for use at the EGM. The latest time and date for receipt of completed application forms and payment in full under the Open Offer is 3.00 p.m. on 23 February 2000. The latest time and date for splitting of application forms is 3.00 p.m. on 21 February 2000. Dealings are expected to commence in the New Ordinary Shares on AIM on 2 March and 3 March 2000. DEFINITIONS 'AIM' the Alternative Investment Market of the London Stock Exchange 'Bell Lawrie Wise Bell Lawrie Wise Speke (a division of Speke' Brewin Dolphin Securities Limited which is regulated by the Securities and Futures Authority Limited) 'Board' or the Directors of AorTech International 'Directors' plc 'Extraordinary the Extraordinary General Meeting of the General Meeting' or Company convened for 10.30 a.m. on 25 'EGM' February 2000 pursuant to the notice set out at the end of this document 'Group' AorTech International plc and its subsidiaries 'New Ordinary the Ordinary Shares of 25p each in the Shares' capital of the Company to be allotted pursuant to the Placing and Open Offer 'Qualifying the holders of Ordinary Shares on the Shareholders' register of members of the Company on the Record Date other than certain overseas holders 'Record Date' close of business on 21 January 2000 Copies of this statement will be available for a period of 14 days from the Company's registered office: Phoenix Crescent, Strathclyde Business Park, Bellshill, Scotland ML4 3NU.
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