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, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 June 2024
Inspiration Healthcare Group plc
Result of Placing and Subscription
and
PDMR Dealings
Inspiration Healthcare Group plc (AIM: IHC) ("Inspiration Healthcare" or the "Company"), the global medical technology company pioneering specialist neonatal intensive care medical devices, is pleased to announce that, following the announcement made earlier today (the "Launch Announcement") regarding, among other things, the launch of the proposed placing (the "Placing"), it has successfully conditionally placed 17,321,430 new ordinary shares of 10 pence each in the capital of the Company (the "Placing Shares") at a price of 14 pence per share (the "Issue Price") raising gross proceeds of approximately £2.4 million.
In addition, certain of the Directors and senior management of the Company have, in aggregate, also directly conditionally subscribed for 535,712 new Ordinary Shares at the Issue Price, raising £75,000 (the "Subscription").
Together, the Placing and the Subscription will raise gross proceeds of £2.5 million through the issue of 17,857,142 new Ordinary Shares (the "Fundraising").
The Issue Price represents a discount of approximately 42.9 per cent. to the closing mid-market price of 24.5 pence per Ordinary Share on 25 June 2024, being the last business day prior to the Launch Announcement.
Liberum is acting as Nominated Adviser, broker and sole bookrunner in connection with the Placing.
Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.
Retail Offer
As announced earlier today, the Company also launched the Retail Offer through the Winterflood Retail Access platform to raise up to £0.5 million of gross proceeds (the "Retail Offer" and together with the Fundraising, the "Capital Raising"). The results of the Retail Offer are expected to be announced on 28 June 2024.
Notice of General Meeting
The Capital Raising is conditional upon, inter alia, the passing of the Resolutions at the General Meeting which is expected to be held at the offices of Panmure Liberum Limited at 10.30 a.m. on 22 July 2024. The Company intends to publish and send a circular to shareholders in connection with the Capital Raising (the "Circular") on or around 28 June 2024. The Circular will also be available on the Company's website: https://inspirationhealthcaregroup.com/.
Admission
Application will be made for the Placing Shares and Subscription Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 23 July 2024.
Related Party Transaction
BGF Investment Management Limited ("BGF") is considered to be a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of its status as a substantial shareholder of the Company.
BGF has agreed to subscribe for 7,142,857 Placing Shares as part of the Placing.
The Directors, having consulted with the Company's Nominated Adviser, Liberum, consider that the terms of the participation in the Placing by BGF are fair and reasonable insofar as the shareholders of the Company are concerned.
Director and senior management Subscriptions
The following Directors and senior management have conditionally subscribed for Subscription Shares in the following amounts and pursuant to the Subscription Agreements:
| Director | Existing beneficial shareholding | New Ordinary Shares subscribed for | Shareholding on completion of the Capital Raising | Shareholding as a percentage of the Enlarged Issued Share Capital |
| Roy Davis | - | 178,571 | 178,571 | 0.20% |
| Neil Campbell* | 4,424,262 | 71,428* | 4,495,690 | 5.01% |
| Liz Shanahan | 35,000 | 142,857 | 177,857 | 0.20% |
| Simon Motley | 4,111,628 | 107,142 | 4,218,770 | 4.71% |
| Laura Edwards | - | 35,714 | 35,714 | 0.04% |
* To be gifted to his children
| For more information contact: | |
| Inspiration Healthcare Group plc | Tel: +44 (0)330 175 0000 |
| Roy Davis, Executive Chairman and Interim CEO | |
| Alan Olby, Chief Financial Officer | |
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| Liberum Capital Limited (Nomad and Broker) | Tel: 020 3100 2000 |
| Phil Walker, Richard Lindley, Will King, | |
| Joshua Borlant | |
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| Walbrook PR Ltd | Tel: 020 7933 8700 or inspirationhealthcare@walbrookpr.com |
| Anna Dunphy Stephanie Cuthbert Louis Ashe-Jepson | Mob: 07876 741 001 Mob: 07796 794 663 Mob: 07747 515 393 |
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About Inspiration Healthcare Group plc
Inspiration Healthcare (AIM: IHC) designs, manufactures and markets pioneering medical technology. Based in the UK, the Company specialises in neonatal intensive care medical devices, which are addressing a critical need to help to save the lives and improve the outcomes of patients, starting with the very first breaths of life.
The Company has a broad portfolio of its own products and complementary distributed products, for use in neonatal intensive care designed to support even the most premature babies throughout their hospital stay. Its own branded products range from highly sophisticated capital equipment such as ventilators for life support through to single-use disposables.
The Company sells its products directly to hospitals and healthcare providers in the UK and Ireland, where it also distributes a range of advanced medical technologies for infusion therapy. In the rest of the world the Company has an established network of distribution partners around the world giving access to more than 75 countries.
The Company operates in the UK from its world-class Manufacturing and Technology Centre in Croydon, South London and in the USA from its facility in Melbourne, Florida.
Further information on Inspiration Healthcare can be found at www.inspirationhealthcaregroup.com
Note:
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "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. If you have any queries on this, then please contact Jason Stewart, Finance Director of the Company (the person responsible for arranging the release of this Announcement) on 0203 8011 1400.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Bookrunner nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
The information below (set out in accordance with the requirements of EU Market Abuse Regulation) provides further detail:
PDMR Notification Forms: conditional upon, inter alia, the passing of the Resolutions at the General Meeting:
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||
| a) | Name | 1) Roy Davis 2) Neil Campbell 3) Liz Shanahan 4) Laura Edwards | |||||
| 2 | Reason for the notification | ||||||
| a) | Position/status | 1) Executive Chairman / Interim Chief Executive Officer 2) Founder / Non Executive Director 3) Non Executive Director 4) Chief Commercial Officer | |||||
| b) | Initial notification /Amendment | | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
| a) | Name | | Inspiration Healthcare Group plc | ||||
| b) | LEI | | 213800GKFT3ENAPMDL15 | ||||
| 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 instrument, type of instrument | | Ordinary shares of 10 pence each | ||||
| Identification code | | ISIN: GB00BXDZL105 | |||||
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| b) | Nature of the transaction | | Subscription of new Ordinary Shares | ||||
| c)
| Price(s) and volume(s) | | | | | | |
| | | | Price(s) | Volume(s) | | ||
| | | 1) | 14p | 178,571 | | ||
| | | 2) | 14p | 71,428 | | ||
| | | 3) | 14p | 142,857 | | ||
| | | 4) | 14p | 35,714 | | ||
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| d)
| Aggregated information Aggregate volume Price | Single transactions as in 4 c) above | |||||
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| e) | Date of the transaction | 26 June 2024 | |||||
| f) | Place of the transaction | Outside of a trading venue
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