Issue of Equity, Warrant Surrender, CLN & RPT
14 March 2024
TruSpine Technologies plc
("TruSpine" or the "Company")
Issue of Equity, Director Dealing, Surrender of Warrants, Approval of
Convertible Loan Note and Related Party Transaction
TruSpine Technologies plc, (AQSE: TSP) the medical device company focused on the development of its pioneering "screwless," spinal (vertebral) stabilisation systems is pleased to announce that the Company has today taken a step forward with a new funding package.
Highlights:
· The Company has raised £290,740 through the issue of 19,382,698 new ordinary shares at a price of 1.5 pence per share ("Fundraise");
· The Company has entered into warrant surrender deeds with certain warrant holders of the Company over 16,000,000 new ordinary shares ("Warrant Surrender")
· The Company has approved an unsecured convertible loan note to the value of up to £1,500,000 ("CLN")
· In aggregate, the Company has raised gross proceeds of approximately £427,000 through the Fundraise and CLN
Geoff Miller, Non-executive Chairman commented: "I am delighted to announce that we have completed this second step towards a new future for TruSpine, the first being the changes to the Board announced last week. On Friday we will take a further step forward by providing all shareholders with an opportunity to meet with the Board at the previously announced AGM. I look forward to updating shareholders."
Fundraise
The Company has issued 19,382,698 new ordinary shares at a price of 1.5 pence per share ("Fundraise Shares") raising gross proceeds of £290,740. The Company used existing shareholder authorities and authority that was released following the Warrant Surrender, further details of which are set out below.
Geoff Miller, a director of the Company subscribed for 7,561,828 new ordinary shares in the Fundraise.
Convertible Loan Note
The Company has approved the issue of a CLN for up to £1,500,000. The Company has currently received £136,537 of subscriptions under the CLN. The terms of the CLN are set out below:-
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Interest rate: |
nil |
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Conversion price: |
1.5 p |
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Redemption date: |
30 June 2024 or on availability of additional shareholder authority |
Geoff Miller, a director of the Company has subscribed for £136,573 of CLNs.
In aggregate, the Company has raised gross proceeds of approximately £427,000 through the Fundraise and CLN.
Warrant Surrender
The Company has entered warrant surrender deeds with certain warrant holders of the Company over 16,000,000 new ordinary shares in the Company ("Surrendered Warrants"). In lieu of the warrant holders agreeing to the Warrant Surrender, the Company has agreed to issue the warrant holders warrants over 16,000,000 new ordinary shares which will be exercisable in perpetuity ("New Warrants"). 6,500,000 of the New Warrants are intended to carry an exercise price of 7.5p, 9,040,000 are intended to have an exercise price of 6p per new ordinary share and the balance of the New Warrants are intended to carry an exercise price of 5p per new ordinary share. The issuance of the New Warrants is conditional on shareholder approval at a general meeting and a further announcement will be made to confirm the exercise prices of the New Warrants. Certain directors of the Company participated in the Warrant Surrender and New Warrants as set out below:
|
Director |
Warrants surrendered under the Warrant Surender |
Exercise price |
|
Norman Lott |
200,000 |
7.5p |
|
Nikunj Patel |
1,000,000 |
7.5p |
Related Party Transaction
Geoff Miller, Norman Lott and Nikunj Patel are considered "Related Parties" as defined under the AQSE Growth Market Access Rulebook as a result of those individuals being directors of TruSpine. Geoff's participation in the Fundraise, CLN, and Norman Lott, Nikunj Patel's participation in the Warrant Surrender (together the "Transactions") therefore constitute related party transactions for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook.
The directors of TruSpine independent of the Transactions confirm that, having exercised reasonable care, skill and diligence, the Transactions are fair and reasonable insofar as the shareholders of TruSpine are concerned.
Admission
Application has been made for the Fundraise Shares to be admitted to trading on the Aquis Stock Exchange Growth Market on or around 20 March 2024 ("Admission") and will rank pari passu with the ordinary shares of the Company in issue.
Total Voting Rights
Following Admission, the Company's issued share capital will consist of 139,694,567 ordinary shares with voting rights. The new ordinary shares will rank pari passu with the existing ordinary shares. No ordinary shares are held in treasury at the date of this announcement and therefore following Admission, the total number of ordinary shares in the Company with voting rights will be 139,694,567.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
Enquiries:
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TruSpine Technologies Plc |
Tel: +44 (0)20 7118 0852 |
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Laurence Strauss, Chief Executive Officer |
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Cairn Financial Advisers LLP (AQSE Corporate Adviser) |
Tel: +44 (0)20 7213 0880 |
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Liam Murray / Ludovico Lazzaretti |
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Peterhouse Capital Limited (Broker & Financial Adviser) |
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Lucy Williams / Duncan Vasey
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Novus Communications (PR and IR) |
Tel: +44 (0)20 7448 9839 |
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Alan Green / Jacqueline Briscoe |
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
1) Norman Lott 2) Nikunj Patel
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2 |
Reason for notification |
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a. |
Position/Status |
PDMR
1) CFO 2) NED
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b. |
Initial notification/ Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
TruSpine Technologies Plc |
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b. |
LEI |
213800HNZX9B1QZPB225 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Warrants over ordinary shares of 0.01 pence each
ISIN: GB00BMZCKL55 |
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b. |
Nature of the transaction |
Surrender of warrants pursuant to the Warrant Surrender
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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1) £0.075 2) £0.075
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1) 200,000 2) 1,000,000 |
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d. |
Aggregated information - Volume - Price |
N/A |
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e. |
Date of the transaction |
14 March 2024 |
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f. |
Place of the transaction |
London |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Geoff Miller |
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2 |
Reason for notification |
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a. |
Position/Status |
Director
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b. |
Initial notification/ Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||
|
a. |
Name |
TruSpine Technologies Plc |
|||||
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b. |
LEI |
213800HNZX9B1QZPB225 |
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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 |
Ordinary shares of 0.01 pence each
ISIN: GB00BMZCKL55 |
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b. |
Nature of the transaction |
Participation in the Fundraise
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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£0.015
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7,561,828 |
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d. |
Aggregated information - Volume - Price |
N/A |
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e. |
Date of the transaction |
14 March 2024 |
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f. |
Place of the transaction |
London |
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