RNS 3288P Schedule 1

RNS Number: 3288P
AIM
18 August 2014

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)

COMPANY NAME: Medaphor Group plc (“Medaphor” or the “Company“)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Cardiff Medicentre,
Heath Park,
Cardiff,
CF14 4UJ,
Wales, UK

COUNTRY OF INCORPORATION: UK

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: https://www.intelligentultrasound.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Medaphor is a global provider of advanced ultrasound education and training simulators for medical professionals. Medaphor’s lead product is the ScanTrainer ultrasound simulator training platform. The Company is based in Cardiff in the UK and San Diego in the USA.

The ScanTrainer simulator assists students, doctors and sonographers to acquire ultrasound scanning skills, with minimal expert supervision and without the need for a patient to practise on. 100 ScanTrainer simulators are currently installed in over 80 hospitals around the world and the Company is in the process of expanding its platform simulator technology, from a mainly obstetrics and gynaecology UK base, into the global obstetrics and gynaecology, general medical and emergency medicine markets.

Medaphor’s main country of operation is the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

20,124,300 Ordinary shares of one pence each
No Ordinary Shares are, or will be held, in treasury
The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £4.7m
Anticipated market capitalisation on admission: £10.1m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 78.6%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Riccardo Pigliucci, Non-Executive Chairman
Stuart Gall, Chief Executive Officer
Nicholas Sleep, Chief Technology Officer
Wilson Jennings, Finance Director
Professor Nazar Amso, Medical Director (Non-Executive Director)
David Baynes, Non-Executive Director
Professor Nick Avis, Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Prior to Admission

IP Group plc – 46.1% (1)(2)
Finance Wales Investments (5) Limited – 17.4%
Finance Wales Investments (6) Limited – 14.1%
Professor Nazar Amso – 9.1% (3)
Peter Gill – 6.3%

(1) IP Group plc’s interests in the Ordinary Shares prior to Admission is split between Fusion IP Cardiff Limited (3,188,000 Ordinary Shares), IP2 IPO Limited (918,000 Ordinary Shares) and funds managed by IP Venture Fund II (394,000 Ordinary Shares). David Baynes, a Non-Executive Director, of the Company is a director of IP Group plc and therefore has a non-beneficial interest in the Ordinary Shares held by IP Group plc.

(2) IP Group plc is also interested in 1,000,000 A Shares, which represents 100% of the A Shares. On Admission, the A Shares convert into Ordinary Shares.

(3) Nazar Amso’s interest in Ordinary Shares prior to Admission is split between his direct holding of 624,000 Ordinary Shares, the Amso Trust’s holding of 180,000 Ordinary Shares and his wife’s holding of 80,000 Ordinary Shares.

Post Admission

IP Group plc – 47.2% (1)
Finance Wales Investments (6) Limited – 14.6%
Finance Wales Investments (5) Limited – 8.5%
Professor Nazar Amso – 6.9% (2)
Arthurian Life Sciences Limited – 6.0%
Sand Aire Limited – 4.0%
Peter Gill – 3.1%

(1) IP Group’s interests in the Ordinary Shares prior to Admission is split between Fusion IP Cardiff Limited’s holding of 3,188,000 Ordinary Shares, IP2IPO Limited’s holding of 918,000 Ordinary Shares and the holding of IP Venture Fund II LP, a fund managed by Top Technology Ventures Limited (a wholly owned subsidiary of IP Group plc), being 394,000 Ordinary Shares. IP Group’s interest in A Shares is held by Fusion IP Cardiff Limited. On Admission, the A Shares will convert into Ordinary Shares and there will thereafter be no A Shares in issue. Following Admission, IP Group’s interests in the Ordinary Shares will be split between Fusion IP Cardiff Limited’s holding of 4,388,000 Ordinary Shares, IP2IPO Limited’s holding of 3,578,000 Ordinary Shares and IP Venture Fund II LP’s holding of 1,534,000 Ordinary Shares.

(2) Nazar Amso’s interest in Ordinary Shares prior to Admission is split between his direct holding of 624,000 Ordinary Shares, the Amso Trust’s holding of 180,000 Ordinary Shares and his wife’s holding of 80,000 Ordinary Shares. Nazar Amso’s interest in Ordinary Shares following Admission is split between his direct holding of 1,084,000 Ordinary Shares, the Amso Trusts holding of 180,000 Ordinary Shares and his wife’s holding of 120,000 Ordinary Shares.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 31 December 2013
(iii) Interim report for the six months ending 30 June 2014 should be published by 30 September 2014
Annual accounts for the twelve months ending 31 December 2014 should be published by 30 June 2015
Interim report for the six months ending 30 June 2015 should be published by 30 September 2015

EXPECTED ADMISSION DATE:
27 August 2014

NAME AND ADDRESS OF NOMINATED ADVISER:
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

NAME AND ADDRESS OF BROKER:
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The admission document containing full details about Medaphor and the admission of its ordinary shares will be available from the registered office of Medaphor, being Cardiff Medicentre, Heath Park, Cardiff,CF14 4UJ, Wales UK
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