THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
LiDCO Group Plc
Fundraising to raise £2.35 million
Director's dealing
LiDCO Group Plc ("LiDCO" or the "Company"), the hemodynamic monitoring Company, is pleased to announce that it has conditionally raised a total of £2.35 million (before expenses) through the placing, through its broker finnCap Limited ("finnCap"), of 16,996,762 new ordinary shares of 0.5 pence each ("Ordinary Shares" and the "Placing Shares") to existing institutional shareholders (the "Placing") and a subscription by a director of the Company and another existing shareholder for a total of 426,238 new Ordinary Shares (the "Subscription Shares"), in each case at a price of 13.5 pence per new Ordinary Share (the "Placing Price").
The Company intends to use the net proceeds of the Placing and Subscription (together, the "Fundraising"), which was over-subscribed, to fund a number of new and existing projects which the directors of the Company (the "Board") believe have the potential to increase earnings in the near and longer term, as set out below.
Firstly, as set out in the Company's interim results (announced on 23 October 2012), the Board has agreed terms with its US distribution partner to access the existing LiDCOrapid customer base in the US. The Board believes that deploying a proportion of the proceeds of the Fundraising in pursuing this opportunity, after an initial integration and switch-over period, has the potential to enhance the profitability of the Company and aid in negotiations with other potential partners in that market.
Secondly, with additional financial resources, the Company can accelerate the retro-fit of its UK installed base of LiDCOrapid monitors with the Unity software and its continuous non-invasive blood pressure module. This, the Board believes, greatly expands the market opportunity as the monitor may be used when an arterial line is not present and this is expected to further drive the increase of sales of single patient use smartcards.
Furthermore, additional proceeds will be deployed in strengthening the Company's balance sheet and position the Company so as to be able to pursue other growth opportunities as and when they arise.
Further information in respect of the Fundraising is set out below.
- Ends -
For further information, please contact:
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LiDCO Group Plc |
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Terry O'Brien (CEO) |
Tel: +44 (0)20 7749 1500 |
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Paul Clifford (Finance Director) |
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Theresa Wallis (Chairman) |
www.lidco.com |
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finnCap |
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Geoff Nash / Henrik Persson (Corporate Finance) Stephen Norcross (Broking) |
Tel: +44 (0)20 7600 1658 www.finncap.com |
Media enquiries:
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Abchurch |
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Adam Michael / Simone Elviss / Jamie Hooper |
Tel: +44 (0) 20 7398 7719 |
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www.abchurch-group.com |
Details of the Placing and Subscription
The Company has, in each case at the Placing Price of 13.5 pence per Ordinary Share:
(i) by way of the Placing, conditionally raised £2.29 million by the issue of the 16,996,762 Placing Shares through its broker, finnCap, with existing institutional investors; and
(ii) by way of the Subscription, conditionally raised £0.06 million by the issue of the 426,238 Subscription Shares.
The Placing Price represents a discount of 6.9 per cent. to the closing middle market price of an Ordinary Share of 14.5 pence on 12 November 2012 (the last trading day prior to the publication of this announcement).
The Placing Shares and the Subscription Shares together (the "New Ordinary Shares") represent approximately 9.9 per cent. of the issued share capital of the Company prior to the issue of the New Ordinary Shares. The New Ordinary Shares will be issued pursuant to the existing authority granted to the Directors to allot shares free from statutory pre-emption rights at the Company's annual general meeting on 13 June 2012.
Application has been made for the New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to be admitted to trading on AIM ("Admission"), which is expected to be effective from 8.00 a.m. on 16 November 2012.
The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement entered into between the Company and finnCap becoming unconditional in all respects by no later than 8.00 a.m. on 16 November 2012 or such later date (being not later than 5.00p.m. on 30 November 2012) as the Company and finnCap may agree.
The Subscription is conditional, inter alia, upon the Placing Agreement becoming unconditional as set out above and Admission becoming effective, as set out above.
Director's dealing
Mr Paul Clifford, a director of the Company, has committed to subscribe for 59,660 Subscription Shares at the Placing Price pursuant to the Subscription. Subsequent to completion of the Subscription, Mr Clifford will be interested in 659,660 Ordinary Shares, representing 0.34% of the Company's issued share capital.
Total Voting Rights
Following the issue of the New Ordinary Shares, the total issued share capital of the Company will be 193,531,304 Ordinary Shares. The Company holds no Ordinary Shares in treasury. Accordingly, after Admission, the total number of voting rights in the Company will be 193,531,304.
About LiDCO Group Plc
LiDCO is a supplier of minimally invasive hemodynamic equipment to hospitals, to monitor the amount of blood flowing around the body and ensure that vital organs are adequately oxygenated. LiDCO's products facilitate the application of hemodynamic optimization protocols for high risk patients in both critical care units and in the operating theatre.
Increasingly clinical studies are showing that the optimization of patients' hemodynamic status in high risk patients produces better outcomes and reduced hospital stay. LiDCO's computer-based technology, developed at St Thomas' Hospital in London, has been shown to significantly reduce morbidity and complications, length of stay and overall costs associated with major surgery.
Key products
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LiDCOplus: a computer-based platform monitor used in the Intensive Care Unit for real-time continuous display of hemodynamic parameters including cardiac output, oxygen delivery and fluid-volume responsiveness (PPV% and SVV%).
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LiDCOrapid: a cardiac output monitor designed specifically for use in the operating theatre for fluid and drug management. The monitor enables anesthetists to get accurate and immediate feedback on the patient's fluid and hemodynamic status - a key measure of overall well-being before, during and after surgery. The LiDCOrapid provides: |
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early and rapid warning of hemodynamic change to aid choice of therapeutic route: fluid or drug |
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quantification of hemodynamic response, |
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guidance on effective delivery of fluids to ensure the right amount at the right time |
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LiDCOview: an easy-to-use graphical display of historical LiDCOplus and LiDCOrapid hemodynamic data. |
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LiDCO Unity Software: The software incorporated into LiDCOrapid v2 will allow the LiDCOrapid monitor to co-display Covidien's level of consciousness parameter and add the convenience of CNSystem's continuous non-invasive blood pressure monitoring. This will address a growing requirement for non-invasive monitoring solutions that are more comprehensive and can effectively replace multiple single parameter monitors. |
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LiDCO monitors use single-patient disposables (sensors or smartcards) which provide an ongoing revenue stream.
LiDCO distribution network:
LiDCO's strategy is to sell directly to hospitals in the UK, and through a network of specialty critical care and anesthesia distributors in the rest of the world.
LiDCO's sales office is in Cambridge, its manufacturing facility and headquarters are in London and its shares are traded on AIM. For more information please see www.lidco.com.
Important notice
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
The Placing Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements. There will be no public offer of Placing Shares in Australia, Canada, Japan, or the Republic of South Africa.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or finnCap. Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
finnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the Financial Services and Markets Act 2000, finnCap does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. finnCap accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
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 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.
This announcement may include 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", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.