TIDMINHC
RNS Number : 3008B
Induction Healthcare Group PLC
09 June 2021
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED
UK LAW VERSION OF MAR PURSUANT TO THE MARKET ABUSE (AMMENT) (EU
EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, 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 THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INDUCTION
HEALTHCARE GROUP PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OF AMERICA. THE SECURITIES DISCUSSED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMED (THE "US SECURITIES ACT") AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT.
Induction Healthcare Group PLC
("Induction", the "Company", or the "Group")
Completion of Acquisition of Attend Anywhere
Induction (AIM: INHC), a leading virtual care platform driving
digital transformation of healthcare systems worldwide, is pleased
to announce that it has today completed the acquisition of Attend
Anywhere Pty Ltd ("Attend Anywhere") (the "Acquisition"). The cash
consideration of approximately GBP16.35 million includes
approximately GBP0.79 million as payment for Attend Anywhere's net
assets at completion.
In addition, the 14,285,714 new ordinary shares to be issued as
consideration pursuant to the Acquisition will be admitted to
trading on AIM at 8.00 a.m. on 10 June 2021. Following this, the
Company's issued share capital will comprise of 92,050,727 ordinary
shares and the total number of voting rights in the Company will be
92,050,727. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority.
James Balmain, Induction Joint CEO, said:
"We are delighted to complete the acquisition of Attend Anywhere
which is the latest development in our journey to provide a
comprehensive virtual care platform for hospitals, doctors and
patients. Attend Anywhere extends our existing product set with a
mature video consultation platform already being widely used by NHS
hospitals across the UK. Critically, it will also deliver Attend
Anywhere customers an even higher standard of user support,
technical resilience and customer service, via our existing UK
based infrastructure.
"Induction products will cover not only pre-treatment patient
support (including digital correspondence, appointment booking and
remote triage) but also the full range of in-person, telephone and
live-video consultations. This will help our NHS hospital customers
provide maximum flexibility when addressing the daunting challenge
of current secondary care waiting lists. We are very excited about
our combined offering and the opportunity we have to make life
easier for clinical teams and patients by supporting the NHS's
ongoing digital transformation initiatives."
Hugo Stephenson, Induction Joint CEO, added:
"I am delighted to welcome Attend Anywhere CEO Chris Ryan and
his team to be part of the exciting future for Induction as we work
together to create an all-encompassing virtual care platform that
can be used at scale so that our healthcare systems can work
better. Coming together provides us with a strong market position
in a significant area of growth and investment. It also gives the
enlarged Group good forward visibility, with GBP9.5m in contracted
revenue for our current financial year ending March 2022.
"We are very pleased with the support from existing and new
investors and we look forward to updating shareholders as we
deliver on our integration plan and growth strategy. We are
particularly excited about taking a UK platform, used at scale, and
exploring its potential in new markets that look to the UK as a
digital exemplar, and face similar challenges dealing with long
waiting lists and limited space for seeing patients as healthcare
systems try to open up after vaccination roll-outs."
Chris Ryan, Attend Anywhere CEO said:
"The Attend Anywhere model for mainstream, business-as-usual
video consultations for health services has been proven at scale.
We see a great many synergies with the Induction team, its ethos,
products and services. This includes accelerating the development
of integrated solutions and services that underpin modern health
care delivery, and expanding our operational capabilities and
footprint in the UK and in Europe as well as Australia, Asia and
elsewhere."
-S-
ENQUIRIES
Induction Via Walbrook PR Ltd: induction@walbrookpr.com
Dr Hugo Stephenson, Joint Chief Executive
Officer
James Balmain, Joint Chief Executive
Officer
N+1 Singer (Nominated Adviser and Broker) +44 (0) 20 7496 3000
Philip Davies / Kailey Aliyar
Walbrook PR Ltd +44 (0)20 7933 8780
Paul McManus / Alice Woodings
About Induction - https://inductionhealthcare.com
Induction (AIM: INHC) is a leading virtual care platform driving
digital transformation of healthcare systems worldwide. Induction
solutions enhance the investments hospitals have made and lay the
foundation for their future. Our products can enable information
share between busy doctors, alleviate operational burdens on
hospitals or put patients in better control of their care, all
while ensuring the highest standards of clinical safety and
information security. We unchain staff and patients from the
limitations of paper-based and desktop systems, creating massive
time and cost efficiencies.
More than 225,000 hospital doctors across multiple territories,
including the UK, Ireland, Australia and South Africa, as well as a
rapidly growing number of more than 250,000 UK patients, choose
Induction solutions.
Induction Switch is the number one healthcare collaboration app
in the UK, used by the majority of hospital doctors within the NHS.
The app helps to increase productivity and enhance communication by
securely sharing phone numbers and bleeps, bookmarks, documents and
messages in a clinical setting.
Induction Guidance provides medical organisations, including
most hospital trusts within the NHS, with the ability to
collaboratively create, edit, and publish their own local medical
guidelines in a secure and locally administrated environment. This
increases knowledge of, and adherence to, guidance.
Induction Zesty is a market-leading digital platform for
patients visiting hospitals. The platform allows patients to book
and access their appointments, read their clinical letters, store a
copy of their clinical record and provide data to their care teams
remotely. It is not just a compelling patient experience, but also
delivers significant cost benefits to hospitals.
Induction HealthStream is a proprietary data integration
platform that reads and writes patient demographic, appointment and
clinical record data between a growing number of hospital EHR
systems and the Induction platforms. This connectivity between
stakeholders and legacy IT systems adds substantial value to
pre-existing health IT investment and allows large-scale adoption
of Induction app-based services.
About Attend Anywhere - https://www.attendanywhere.com/
Attend Anywhere helps hospitals, health systems and other
customers offer video consultations to patients and service users
as a normal part of day-to-day operations, making it simple, safe
and secure to say "yes you can attend your appointment via video".
Since 1998, Attend Anywhere has collaborated with clinicians and
patients, medical colleges, universities, healthcare providers,
governments, NGAs, and others to bring the benefits of mainstream
video call access to health and care systems, with some Attend
Anywhere programs now entering their 21st year. The company's
vision is for video consultations to improve lives and help address
social, access, equity and sustainability challenges in healthcare
and beyond.
IMPORTANT INFORMATION
This Announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of
America (including its territories and possessions, any State of
the United States of America and the District of Columbia),
Australia, Canada, New Zealand, the Republic of South Africa,
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 for information purposes only and is not
intended to and does not contain or constitute or form part of any
offer or any solicitation to purchase or subscribe for securities
in the United States of America, Australia, Canada, New Zealand,
the Republic of South Africa, Japan, or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States of America, and may not be
offered or sold, directly or indirectly, in or into the United
States of America 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 any applicable
securities laws of any state or other jurisdiction of the United
States of America. No public offer of securities in the United
States of America.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the FCA and is a member of the London Stock Exchange, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules. N+1 Singer is not acting for any other person in
connection with the matters referred to in this document and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of N+1 Singer or for giving
advice in relation to the matters referred to in this document. N+1
Singer has not authorised the contents of this document for any
purpose and, without limiting the statutory rights of any person to
whom this document is issued, no representation or warranty,
express or implied, is made by N+1 Singer as to any of the contents
or the completeness of this document and N+1 Singer does not accept
responsibility for this document and accordingly disclaims all and
any liability, whether arising in tort, contract or otherwise,
which it might otherwise be found to have in respect of this
document.
Beech Hill is acting as US placing agent to the Company and is
not acting for any other person in connection with the matters
referred to in this document and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Beech Hill or for giving advice in relation to the
matters referred to in this document. Beech Hill has not authorised
the contents of this document for any purpose and, without limiting
the statutory rights of any person to whom this document is issued,
no representation or warranty, express or implied, is made by Beech
Hill as to any of the contents or the completeness of this document
and Beech Hill does not accept responsibility for this document and
accordingly disclaims all and any liability, whether arising in
tort, contract or otherwise, which it might otherwise be found to
have in respect of this document.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither N+1
Singer nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, N+1 Singer will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
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END
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