LiDCO Group Plc (LID) - Fundraising to raise £2.35 million
RNS Number : 9435Q
LiDCO Group Plc
13 November 2012
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
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:
LiDCO Group Plc
Terry O'Brien (CEO) Tel: +44 (0)20 7749 1500
Paul Clifford (Finance Director)
Theresa Wallis (Chairman) www.lidco.com
Geoff Nash / Henrik Persson (Corporate Finance) Tel: +44 (0)20 7600 1658
Stephen Norcross (Broking) www.finncap.com
Adam Michael / Simone Elviss / Jamie Hooper Tel: +44 (0) 20 7398 7719
Details of the Placing and Subscription
The Company has, in each case at the Placing Price of 13.5 pence per Ordinary
(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.
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
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.
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%).
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:
· early and rapid warning of hemodynamic change to
aid choice of therapeutic route: fluid or drug
· quantification of hemodynamic response,
· guidance on effective delivery of fluids to ensure
the right amount at the right time
LiDCOview: an easy-to-use graphical display of historical LiDCOplus and
LiDCOrapid hemodynamic data.
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.
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
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.
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
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
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
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
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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCEANFAFEPAFFF -0- Nov/13/2012 07:00 GMT
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