TIDMSUN
RNS Number : 3327Z
Surgical Innovations Group PLC
17 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF SURGICAL INNOVATIONS GROUP PLC IN ANY JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION, AND
NOR SHALL THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
SURGICAL INNOVATIONS GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
17 September 2020
Surgical Innovations Group plc
("SI", the "Group" or the "Company")
Result of Fundraise
Capitalised terms used in this announcement have the same
definition as in the
Proposed Fundraise Announcement issued earlier today, unless
otherwise stated
Surgical Innovations Group plc (AIM: SUN), the designer,
manufacturer and distributor of innovative technology for minimally
invasive surgery, announces that, further to the announcement
released earlier today, it has successfully raised gross proceeds
of GBP2.2m through a Placing of 112,500,000 new Ordinary Shares and
Subscription of 25,000,000 new Ordinary Shares with certain
existing and new investors at the Issue Price of 1.6 pence per
share. The Issue Price represents a discount of 11.1 per cent. to
the closing mid-market price of 1.8 pence per Ordinary Share on 16
September 2020, being the last practicable trading day prior to the
announcement of the Fundraise.
Nplus1 Singer Capital Markets Limited (together with its
associates, "N+1 Singer") is acting as sole broker in connection
with the Fundraise.
Application will be made to the London Stock Exchange for
137,500,000 Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will take place at 8.00 a.m. on or around
22 September 2020 (or such later date as N+1 Singer may agree, but
no later than 6 October 2020). The Fundraise Shares, when issued,
will be fully paid and will rank pari passu in all respects with
each other and with the existing ordinary shares of the Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
The Fundraise is conditional upon, among other things, Admission
becoming effective. The Placing is conditional upon the
Subscription Agreement becoming unconditional and the Subscription
Agreement is conditional upon the Placing Agreement becoming
unconditional. Additionally, the Placing is conditional upon the
Placing Agreement not being terminated in accordance with its
terms.
The net proceeds of the Fundraise, estimated to be approximately
GBP2.04 million, will be used to reinflate working capital, invest
in new product development and sustainability support
initiatives.
Chairman of SI, Nigel Rogers, commented:
"We are very pleased with the strong support shown for Surgical
Innovations, not only from all of our largest six shareholders, but
also from a new cornerstone investor. This demonstrates the
confidence in the strategic direction of the business and its
management, and will enable the Company to accelerate exciting
growth opportunities, for the benefit of all of our stakeholders,
from a secure financial base."
Directors' participation in the Fundraise
As part of the Fundraise, the following Directors have agreed to
subscribe for a total of 1,562,500 Placing Shares at the Issue
Price. Details of the Placing Shares for which the Directors have
subscribed and their respective resultant shareholdings are
displayed below.
Director Number of Ordinary Number of Placing Resultant shareholding Percentage of Ordinary
Shares held before the Shares subscribed for after the Fundraise Shares following
Fundraise as part of the Admission
Placing
Nigel Rogers 6,610,000 312,500 6,922,500 0.74 %
David Marsh 31,250,000 312,500 31,562,500 3.38 %
Adam Power 31,307,302 312,500 31,619,802 3.39 %
Paul Hardy 7,108,711 312,500 7,421,211 0.80 %
Prof Mike McMahon 18,669,129 312,500 18,981,629 2.03 %
Related party transactions
Funds managed by Getz Bros & Co, Inc, ("Getz Bros.") have
agreed to subscribe in aggregate for 25,000,000 Subscription Shares
at the Issue Price. As at the date of this announcement, Getz Bros
holds 109,062,863 existing Ordinary Shares, representing
approximately 13.71 per cent. of the Company's current issued share
capital. As a substantial shareholder, the participation of Getz
Bros. in the Fundraise constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules.
The independent director (being Alistair Taylor, who is not
participating in the Fundraise) considers that, having consulted
with N+1 Singer as the Company's nominated adviser, the terms of
the participation of Getz Bros. in the Fundraise are fair and
reasonable insofar as the shareholders of the Company are
concerned.
Total voting rights
Following Admission, the Company will have a total number of
932,816,177 Ordinary Shares in issue. There are no Ordinary Shares
held in treasury. Therefore, the Company hereby confirms that the
total number of voting rights in the Company will, following
Admission, be 932,816,177 . 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 Company under the FCA's Disclosure
Guidance and Transparency Rules.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Charmaine Day, Company Secretary and Group
Financial Controller.
For further information, please contact:
Surgical Innovations Group Plc www.sigroupplc.com
David Marsh, CEO Tel: +44 (0)113 230
7597
Charmaine Day, Co Sec & GFC
Walbrook PR (Financial PR & Investor Tel: +44 (0)20 7933
Relations) 8780 or si@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: +44 (0)7980 541
893 / +44 (0)7584 391
303
N+1 Singer (Nominated Adviser &Broker) +44 (0)20 7496 3000
Aubrey Powell, Iqra Amin, James Fischer
- Corporate Finance
Rachel Hayes - Corporate Broking
About Surgical Innovations Group plc
Strategy
The Group specialises in the design, manufacture, sale and
distribution of innovative, high quality medical products,
primarily for use in minimally invasive surgery. Our product and
business development is guided and supported by a key group of
nationally and internationally renowned surgeons across the
spectrum of minimally invasive surgical activity.
We design and manufacture and source our branded port access
systems, surgical instruments and retraction devices which are sold
directly in the UK home market through our subsidiary, Elemental
Healthcare (' Elemental '), and exported widely through a global
network of trusted distribution partners. Many of our products in
this field are based on a " resposable (TM)" concept, in which the
products are part re-usable, part disposable, offering a high
quality and environmentally responsible solution at a cost that is
competitive against fully disposable alternatives.
Elemental also has exclusive UK distribution for a select group
of specialist products employed in laparoscopy, bariatric and
metabolic surgery, hernia repair and breast reconstruction.
In addition, we design and develop medical devices for carefully
selected OEM partners, and have also collaborated with a major UK
industrial partner to provide precision engineering solutions to
complex problems outside the medical arena.
We aim for our brands to be recognised and respected by
healthcare professionals in all major geographical markets in which
we operate and provide by development, partnership or acquisition a
broad portfolio of cost effective, procedure specific surgical
instruments and implantable devices that offer reliable solutions
to genuine clinical needs in the operating theatre environment.
Operations
The Group currently employs approximately 100 people across two
sites in the UK. Product design, engineering and manufacturing are
carried out at the SI site in Yorkshire. Commercial activities
including marketing, UK distribution and international sales and
marketing are based at Elemental Healthcare in Berkshire.
Elemental Healthcare was acquired by the Group on 1 August 2017,
providing direct sales representation in the UK home market and a
range of distribution products.
Further information
Further details of the Group's businesses are available on
websites:
www.sigroupplc.com
www.surginno.com , and
www.elementalhealthcare.co.uk
Investors and others can register to receive regular updates by
email at si@walbrookpr.com
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Nigel Rogers
------------------------------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Non-Executive Chairman
------------------------------------------------ ---------------------------------------------
b) Initial notification/ Initial Notification
Amendment
------------------------------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a) Name Surgical Innovations Group plc
------------------------------------------------ ---------------------------------------------
b) LEI 2138004GHGUH3HUZE156
------------------------------------------------ ---------------------------------------------
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 Ordinary shares of 1p
instrument, type of instrument
Identification code
GB0004016704
------------------------------------------------ ---------------------------------------------
b) Nature of the transactions Purchase of Ordinary Shares pursuant to
the Fundraise
------------------------------------------------ ---------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------------------ ------------------- ---------------------
1.60p 312,500
------------------- ---------------------
d) Aggregated information
* Aggregated volume n/a - single transaction
* Price
------------------------------------------------ ---------------------------------------------
e) Date of the transaction 17 September 2020
------------------------------------------------ ---------------------------------------------
f) Place of the transaction Off Market Transaction
------------------------------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name David Marsh
------------------------------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------------------------ ---------------------------------------------
b) Initial notification/ Initial Notification
Amendment
------------------------------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a) Name Surgical Innovations Group plc
------------------------------------------------ ---------------------------------------------
b) LEI 2138004GHGUH3HUZE156
------------------------------------------------ ---------------------------------------------
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 Ordinary shares of 1p
instrument, type of instrument
Identification code
GB0004016704
------------------------------------------------ ---------------------------------------------
b) Nature of the transactions Purchase of Ordinary Shares pursuant to
the Fundraise
------------------------------------------------ ---------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------------------ ------------------- ---------------------
1.60p 312,500
------------------- ---------------------
d) Aggregated information
* Aggregated volume n/a - single transaction
* Price
------------------------------------------------ ---------------------------------------------
e) Date of the transaction 17 September 2020
------------------------------------------------ ---------------------------------------------
f) Place of the transaction Off Market Transaction
------------------------------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Adam Power
------------------------------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Group Development Director
------------------------------------------------ ---------------------------------------------
b) Initial notification/ Initial Notification
Amendment
------------------------------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a) Name Surgical Innovations Group plc
------------------------------------------------ ---------------------------------------------
b) LEI 2138004GHGUH3HUZE156
------------------------------------------------ ---------------------------------------------
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 Ordinary shares of 1p
instrument, type of instrument
Identification code
GB0004016704
------------------------------------------------ ---------------------------------------------
b) Nature of the transactions Purchase of Ordinary Shares pursuant to
the Fundraise
------------------------------------------------ ---------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------------------ ------------------- ---------------------
1.60p 312,500
------------------- ---------------------
d) Aggregated information
* Aggregated volume n/a - single transaction
* Price
------------------------------------------------ ---------------------------------------------
e) Date of the transaction 17 September 2020
------------------------------------------------ ---------------------------------------------
f) Place of the transaction Off Market Transaction
------------------------------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Paul Hardy
------------------------------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------------------ ---------------------------------------------
b) Initial notification/ Initial Notification
Amendment
------------------------------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a) Name Surgical Innovations Group plc
------------------------------------------------ ---------------------------------------------
b) LEI 2138004GHGUH3HUZE156
------------------------------------------------ ---------------------------------------------
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 Ordinary shares of 1p
instrument, type of instrument
Identification code
GB0004016704
------------------------------------------------ ---------------------------------------------
b) Nature of the transactions Purchase of Ordinary Shares pursuant to
the Fundraise
------------------------------------------------ ---------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------------------ ------------------- ---------------------
1.60p 312,500
------------------- ---------------------
d) Aggregated information
* Aggregated volume n/a - single transaction
* Price
------------------------------------------------ ---------------------------------------------
e) Date of the transaction 17 September 2020
------------------------------------------------ ---------------------------------------------
f) Place of the transaction Off Market Transaction
------------------------------------------------ ---------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Professor Mike McMahon
------------------------------------------------ ---------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------
a) Position/status Non Executive Clinical Director
------------------------------------------------ ---------------------------------------------
b) Initial notification/ Initial Notification
Amendment
------------------------------------------------ ---------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a) Name Surgical Innovations Group plc
------------------------------------------------ ---------------------------------------------
b) LEI 2138004GHGUH3HUZE156
------------------------------------------------ ---------------------------------------------
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 Ordinary shares of 1p
instrument, type of instrument
Identification code
GB0004016704
------------------------------------------------ ---------------------------------------------
b) Nature of the transactions Purchase of Ordinary Shares pursuant to
the Fundraise
------------------------------------------------ ---------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------------------ ------------------- ---------------------
1.60p 312,500
------------------- ---------------------
d) Aggregated information
* Aggregated volume n/a - single transaction
* Price
------------------------------------------------ ---------------------------------------------
e) Date of the transaction 17 September 2020
------------------------------------------------ ---------------------------------------------
f) Place of the transaction Off Market Transaction
------------------------------------------------ ---------------------------------------------
IMPORTANT NOTICE
This Announcement is restricted and is not for release,
publication or distribution, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any state of the United States and the
District of Columbia) (the "United States" or "US), Australia,
Canada, The Republic of South Africa, Japan or any other
jurisdiction in which such release, publication or distribution
would constitute a violation of the relevant laws or regulations of
that jurisdiction.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) to be published.
N+1 Singer, which is a member of the London Stock Exchange,
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA"), is acting as nominated
adviser and broker to the Company for the purposes of the AIM Rules
for Companies and the AIM Rules for Nominated Advisers in
connection with the Fundraise, and is not acting for, and will not
be responsible to, any person other than the Company for providing
the protections afforded to customers of N+1 Singer or for advising
any other person on any transaction or arrangement referred to in
this Announcement. N+1 Singer's responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company, any director of the
Company or to any other person. No representation or warranty,
express or implied, is made by N+1 Singer as to, and no liability
is accepted by N+1 Singer in respect of, any of the contents of
this Announcement.
The Fundraise Shares to be issued pursuant to the Placing and
the Subscription will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
This Announcement and the information contained herein are not
an offer of securities for sale in the United States. The Fundraise
Shares have not been and will not be registered under the United
States Securities Act 1933, as amended (the "Securities Act") or
with any Securities Regulatory Authority of any state or
jurisdiction of the United States, and may not be offered, sold,
delivered or transferred directly or indirectly, in or into the
United States except pursuant to an 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.
Subject to certain exceptions and at the sole discretion of the
Company, the Fundraise Shares are being offered and sold only
outside the United States in "offshore transactions" within the
meaning of, and in accordance with, Regulation S under the
Securities Act ("Regulation S") and otherwise in accordance with
applicable laws. No public offering of the Fundraise Shares is
being made in the United States, the United Kingdom or elsewhere.
The Fundraise Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraise or the accuracy or adequacy of this
Announcement. Any
representation to the contrary is a criminal offence in the
United States. The relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Fundraise Shares and the Fundraise Shares have
not been, nor will they be, registered under or offering in
compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Fundraise Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
This Announcement includes certain "forward-looking statements".
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", and other similar words, or statements
that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required
third party regulatory and governmental approvals will be obtained.
Many of these assumptions are based on factors and events that are
not within the control of the Company and there is no assurance
they will prove to be correct.
The information contained in this Announcement speaks only as of
the date of this Announcement and is subject to change without
notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or
review any of the information contained to this Announcement,
whether as a result of new information, future events or otherwise,
except to the extent required by the FCA, the AIM Rules, MAR, the
rules of the London Stock Exchange or by applicable law.
Neither the content of any of the Company's websites nor any
website accessible by hyperlinks on any of the Company's websites
is incorporated in, or forms part of, this Announcement.
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END
ROIEAFNXFSAEEFA
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September 17, 2020 07:54 ET (11:54 GMT)
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