Payment of deferred consideration
On 6 October 2017, MedaPhor Group plc (AIM: MED), the intelligent ultrasound software and simulation company, announced completion of the acquisition of Intelligent Ultrasound Limited (“IUL”) (the “Acquisition”) pursuant to a sale and purchase agreement (the “IUL SPA”). In accordance with the terms of the IUL SPA, 6,175,975 new ordinary shares of 1p each in the Company (“Ordinary Shares”) (“the Retention Shares”) and a new warrant certificate representing rights to subscribe for 418,897 new Ordinary Shares (“the Retention Warrants”) are being issued to the vendors of IUL (“Vendors”). The issue of the Retention Shares and the Retention Warrants was, under the terms of the IUL SPA, contingent on no claim having been made by the Company for a breach of the warranties or indemnities given by the Vendors on completion of the Acquisition (“Completion”) during the 12 month period following Completion. The directors of the Company can confirm that no such breaches have occurred and no such claims have been made against the Vendors. Save for the new Ordinary Shares issuable upon exercise of the Retention Warrants, no further new Ordinary Shares are issuable pursuant to the IUL SPA.
Application has been made for admission of the Retention Shares to be admitted to trading on AIM (“Admission”) and it is expected that Admission will become effective on 9 October 2018. Following Admission, the issued ordinary share capital will consist of 96,877,418 Ordinary Shares. Therefore, the total number of voting rights of the Company’s Ordinary Shares will be 96,877,418 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company. Following the issue of the certificate for the Retention Warrants there are now warrant certificates in issue representing rights to subscribe for a total of 1,256,692 new Ordinary Shares.