Result of placing and subscription & PDMR dealings
Raised £2.5m through placing and subscription of 17.9m shares at 14p, representing 42.9% discount to prior close.
- Gross proceeds from Placing and Subscription £2.5 million
- New ordinary shares issued 17,857,142
- Issue price per share 14 pence
- Discount to prior closing price 42.9%
- Prior closing mid-market price 24.5 pence
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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.
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 | ||||
| 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 | ||
| a) | Name | Inspiration Healthcare Group plc | ||
| b) | LEI | 213800GKFT3ENAPMDL15 | ||
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each | ||
| Identification code | ISIN: GB00BXDZL105 | |||
| 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 | ||
| d) | Aggregated information Aggregate volume Price | Single transactions as in 4 c) above | ||
| e) | Date of the transaction | 26 June 2024 | ||
| f) | Place of the transaction | Outside of a trading venue | ||
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