THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
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
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 SOLICIATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OF CREO MEDICAL GROUP PLC.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS THEY FORM PART OF
30 September 2024
Creo Medical Group plc
("Creo" or the "Company")
Retail Offer for up to
Creo Medical Group plc (AIM: CREO), a medical device company focused on the emerging field of surgical endoscopy for cancer and pre-cancer patients, is pleased to announce a retail offer via the BookBuild Platform to raise up to
Under the Retail Offer, up to 20,833,333 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of
In addition to the Retail Offer, and as announced by the Company earlier today (the "Launch Announcement"), the Company is also proposing a placing of new Ordinary Shares (the "Placing Shares") to raise a minimum of
The Issue Price represents a discount of approximately 10.3 per cent to the closing share price of
The Retail Offer is conditional on the Placing Shares and the Retail Offer Shares being admitted to trading on the AIM market ("AIM") operated by London Stock Exchange ("Admission"). The issue of the Placing Shares and the Retail Offer Shares remains subject to the passing of certain resolutions ("Resolutions") at a general meeting of the Company to be held at 10.00 a.m. on 18 October 2024.
It is anticipated that Admission will become effective and that dealings in the Placing Shares and the Retail Offer Shares will commence on AIM, at 8.00 a.m. on 21 October 2024.
For the avoidance of doubt, the Retail Offer is not part of the Placing. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the Retail Offer.
Expected Timetable in relation to the Retail Offer
Retail Offer opens |
3.50 p.m. on 30 September 2024 |
Latest time and date for commitments under the Retail Offer |
4.30 p.m. on 7 October 2024 |
Results of the Retail Offer announced |
7 October 2024 |
Admission and dealings in New Ordinary Shares issued |
21 October 2024 |
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to
Dealing Codes
Ticker |
CREO |
ISIN for the Ordinary Shares |
GB00BZ1BLL44 |
SEDOL for the Ordinary Shares |
BZ1BLL4 |
Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the
The Company is therefore making the Retail Offer available in the
https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries
Cavendish Capital Markets Limited ("Cavendish") will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: support@bookbuild.live.
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the
The Company reserves the right to scale back any order 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 Retail Offer 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.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of
The Retail Offer is not being made into any jurisdiction other than the
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 and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of
There is a minimum subscription of
https://www.bookbuild.live/deals/6QJ2DQ/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
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.
Situation: |
Retail Offer |
Issuer Name: |
Creo Medical Group plc |
Security: |
ORDINARY |
Terms: |
Retail Offer Raise Target: Retail Offer Shares: up to 20,833,333 Issue Price: GBX 24.0
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ISIN GB00BZ1BLL44 |
SEDOL BZ1BLL4 |
TITLE CREO MEDICAL GROUP PLC ORDINARY |
SETTLEMENT TYPE CREST |
Dates |
Description |
30 September 2024, 3.50 p.m. |
Deal open for orders |
7 October 2024, 4.30 p.m. |
Deal closed for orders |
17 October 2024 |
Trading date |
21 October 2024 |
Settlement date |
11 November 2024 |
Long stop date |
For further information, please visit www.creomedical.com or contact:
Creo Medical Group plc |
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Richard Rees (CFO) |
+44 (0)1291 606 005 |
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Cavendish Capital Markets Limited (Nominated Adviser, Joint Bookrunner and Joint Broker) |
+44 (0)20 7220 0500 |
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Stephen Keys / Camilla Hume / George Lawson (NOMAD) |
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Michael Johnson (Sales)
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Deutsche Numis (Joint Bookrunner and Joint Broker) Freddie Barnfield / Duncan Monteith / Euan Brown William Baunton (ECM)
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+44 (0)20 7260 1000 |
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Walbrook PR Ltd |
Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com |
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Paul McManus / Sam Allen / Phillip Marriage |
Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258 +44 (0)7867 984 082 |
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Further information on the Company can be found on its website at: https://www.creomedical.com/en/investors/
The Company's LEI is 213800H188ZDCWWXFA21
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 Retail Offer is only open to investors in the
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 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
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 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.
Each of Cavendish and Numis Securities Limited (t/a Deutsche Numis) ("Deutsche Numis") is authorised and regulated in the
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency 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. Each of the Company, Cavendish and Deutsche Numis expressly disclaims 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 Cavendish, Deutsche Numis or any of their respective 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. Each of Cavendish, Deutsche Numis and their respective affiliates, 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 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 London Stock Exchange.
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