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Thursday 16 November, 2017

Belluscura Limited

Intention to Float on AIM

RNS Number : 6365W
Belluscura Limited
16 November 2017
 

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Ordinary Shares") and the proposed admission ("Admission") of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange").  A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.belluscura.com.

 

Belluscura Limited

to be re-registered as a public company and renamed

Belluscura plc

("Belluscura" or the "Company" and, together with its subsidiaries, the "Group")

INTENTION TO FLOAT

AND

PROPOSED ADMISSION TO TRADING ON AIM

16 November 2017

Belluscura, a provider of premium medical devices at affordable prices, is pleased to announce that it intends to seek Admission of its Ordinary Shares to trading the AIM market of the London Stock Exchange plc. This is expected to take place in December 2017. Grant Thornton UK LLP is acting as Nominated Adviser and Dowgate Capital Stockbrokers LTD ('Dowgate Capital') as Sole Broker in relation to Admission.

Belluscura provides premium medical devices at value prices to address part of the global unmet need for affordable, premium quality medical devices. The Company was established in the UK in December 2015 as a wholly owned subsidiary of Tekcapital plc.

Highlights

·      Expected placing proceeds of £7.5 million to £10 million from the issue of new Ordinary Shares by the Company

·      Selling premium differentiated products at value prices

 

·      Entered into a co-exclusive license and development agreement with Separation Design Group LLC to complete the development of CURV™, a portable oxygen concentrator, used to deliver concentrated oxygen to a patient requiring oxygen therapy

 

·      Acquired licenses to manufacture and sell four medical device product lines from Stryker, a Fortune 500 New York Stock Exchange listed medical technology company, namely the SNAPII™, the Passport®, the Slyde™ and the Wire Caddy™

·      Entered into an agreement to acquire from Stryker the licenses to manufacture and sell the STIC™, a 20 year old standard of care product line which generated average annual sales of approximately $4 million between 2011 and 2016.

·      Experienced management team with significant expertise in the medical devices industry

 

Strategy

·      Acquisition of existing premium products that are developed medical device product lines with an existing or recent sales history which have, when required, either achieved regulatory clearance, or require limited additional regulatory clearance

·      Acquisition of undervalued technologies that are close to or at prototype stage and require limited time and investment to reach commercialisation

·      Focus on lean outsourced manufacturing and diverse flexible distribution channels to provide a competitive advantage in meeting the growing demand for premium differentiated medical products at affordable prices

 

 

Robert Rauker, Chief Executive Officer of Belluscura, said:

Belluscura's strategy will seek to capitalise on the key trends driving the growth of the medical devices industry. We are focused on targeting the segment of the market that is demanding affordable premium quality medical devices.

We are greatly encouraged by the support of our existing shareholders and very excited at the prospect of the proposed admission to trading on AIM as we believe it is the next logical step in the delivery of our growth plans.

 

For further details contact:

Citigate Dewe Rogerson (Financial Public Relations)

Louise Mason-Rutherford / David Dible / Shabnam Bashir

 +44 (0)20 7638 9571

Dowgate Capital (Broker)

David Poutney / James Serjeant

+44 (0)20 3903 7717

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett / Jamie Barklem / James Baker

 

+44 (0)20 7383 5100

 

Notes

Belluscura was established in the UK in December 2015 as a wholly owned subsidiary of Tekcapital plc with the aim of providing premium medical devices at affordable prices to address part of the global unmet need for affordable, premium quality medical devices.

Belluscura has acquired licenses to manufacture and sell four medical device product lines from Stryker, a Fortune 500 New York Stock Exchange listed medical technology company, namely the SNAP II™, the Passport®, the Slyde™ and the Wire Caddy™.

On 14 November 2017, the Company entered into a conditional agreement to acquire from Stryker the licenses to manufacture and sell the STIC™, a 20 year old product line which generated average annual sales between 2011 and 2016 of approximately $4 million.

Belluscura is already contract manufacturing the Passport®, Slyde™ and Wire Caddy™ and intends to also contract manufacture the SNAP II™ and the STIC™, replacing the existing manufacturers of these two products. The Directors believe that with investment in both technological development and new manufacturing techniques, the cost and therefore price of these premium products can be reduced whilst maintaining their quality and premium status..

Belluscura intends to sell these devices at affordable prices, both directly through internal sales channels and indirectly through external sales channels with both sales channels targeting to expand the pre-existing customer base within the healthcare sector and into other markets.

On 24 February 2017, the Company entered into a co-exclusive license and development agreement with Separation Design Group LLC to complete the development of the CURV™, a portable oxygen concentrator, used to deliver concentrated oxygen to a patient requiring oxygen therapy.

 

 

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring Shares following publication of the Admission Document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Grant Thornton UK LLP ("Grant Thornton"), Dowgate Capital Stockbrokers Limited ("Dowgate") or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.

Grant Thornton, which is authorised and regulated by the Financial Conduct Authority, and Dowgate, which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, are acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Grant Thornton or Dowgate or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for or otherwise acquire Shares in reliance on the Admission Document. Neither Grant Thornton nor Dowgate, have authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Grant Thornton and Dowgate or their affiliates as to any of its contents.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.

Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the proposed placing of the Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from a Restricted Jurisdiction or offered or sold to a person within a Restricted Jurisdiction.

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Placing and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. Though the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given. 

- Ends -


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