TIDMDEMG
RNS Number : 1369G
Deltex Medical Group PLC
14 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO
ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF DELTEX MEDICAL GROUP
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF DELTEX
MEDICAL GROUP PLC.
14 July 2023
Deltex Medical Group plc
("Deltex Medical Group" or the "Company")
Retail offer to raise up to GBP500,000
Deltex Medical Group plc (AIM: DEMG) announces a retail offer
via REX (the "Retail Offer") of ordinary shares ("Ordinary Shares")
of 0.01 pence each in the capital of the Company (the "Retail Offer
Shares").
In addition to the Retail Offer, the Company is conducting a
placing and subscription of new Ordinary Shares (the "Placing
Shares" and the "Subscription Shares" together with the Retail
Offer Shares, the "New Ordinary Shares") to raise approximately
GBP1.67 million before expenses at a price of 0.2 pence per new
Ordinary Share (the "Issue Price") (the "Placing"). The price of
the Retail Offer Shares is equal to the Issue Price.
A separate announcement has been made earlier today regarding
the Placing and Subscription and its terms. For the avoidance of
doubt, the Retail Offer is not part of the Placing.
The Retail Offer and the Placing are conditional, inter alia, on
the passing of the Resolutions at a general meeting of the Company
(the "General Meeting"), proposed to be held at 9.30 a.m. on 1
August 2023 , as well as admission of the Retail Offer Shares, the
Placing Shares and the Subscription Shares to trading on AIM
("Admission"). Admission of the Retail Offer Shares is expected to
take place at 8.00 a.m. on 2 August 2023. Completion of the Retail
Offer is conditional, inter alia, upon the completion of the
Placing and the Subscription.
The Company's existing Ordinary Shares currently have a nominal
value of 1 penny per share and under the Companies Act, the Company
is unable to issue new shares at less than the nominal value of
those shares. Given that the Issue Price is set at 0.20 pence per
share, the Company is required to undertake a capital
reorganisation, so that the nominal value of each new Ordinary
Share to be issued pursuant to the Placing and Retail Offer will be
less than the Issue Price, details of which are set out in the
Company's announcement earlier today. This capital reorganisation
is subject to the passing of certain Resolutions at the General
Meeting and is conditional upon Admission.
Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom the opportunity to participate in the Retail
Offer via participating financial intermediaries.
Therefore, the Company is making the Retail Offer open to
eligible investors in the United Kingdom following release of this
announcement through the REX platform.
The Retail Offer is expected to close by 3.00pm on 19 July 2023.
Eligible shareholders should note that financial intermediaries may
have earlier closing times.
At the time of this announcement the following intermediaries
have confirmed their participation in the Retail Offer:
-- AJ Bell
-- interactive investor
Other retail brokers or wealth managers wishing to participate
in the Retail Offer on behalf of existing retail shareholders,
should contact info@rexretail.com.
To be eligible to participate in the Retail Offer, applicants
must be a customer of a participating intermediary and, as at the
date hereof, must be a shareholder in the Company.
Eligible investors wishing to subscribe for Retail Offer Shares
should contact their broker or wealth manager who will confirm if
they are participating in the Retail Offer.
There is a minimum subscription of GBP50 per investor. The terms
and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Issue Price
does not exceed GBP 0.5 million.
The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the
Financial Conduct Authority, or for approval of the same by the
Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
Enquiries:
Deltex Medical Group plc 01243 774 837
Nigel Keen, Chairman investorinfo@Deltexmedical.com
-------------------------------
Andy Mears, Chief Executive
-------------------------------
Natalie Wettler, Group Finance Director
-------------------------------
REX Info@rexretail.com
-------------------------------
Allenby Capital Limited - Nominated Adviser
& Broker 020 3328 5656
-------------------------------
Jeremy Porter / Vivek Bhardwaj (Corporate info@allenbycapital.com
Finance)
-------------------------------
Tony Quirke / Stefano Aquilino (Sales & Corporate
Broking)
-------------------------------
The Company's LEI is 213800XN34P6LI8J6M39.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, 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, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States. No public o ering of the Retail Offer
Shares is being made in the United States. The Retail Offer Shares
are being o ered and sold outside the United States in "o shore
transactions", as de ned in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of
1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, New Zealand, Japan,
the Republic of South Africa, any member state of the EEA or any
other jurisdiction in which such offer or solicitation is or may be
unlawful. No public offer of the securities referred to herein is
being made in any such jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the US Securities Act, 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.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt")
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
Retail Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Retail Offer, Admission
and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Peel Hunt expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Peel Hunt and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the London Stock
Exchange.
It is further noted that the Retail Offer is only open to
investors in the United Kingdom who fall within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (which includes an existing member of the
Company).
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END
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(END) Dow Jones Newswires
July 14, 2023 13:03 ET (17:03 GMT)
Deltex Medical (LSE:DEMG)
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