31 January 2025
Intelligent Ultrasound Group plc
("Intelligent Ultrasound" or the "Company")
Change of
Location for Court Meeting & General Meeting
Intelligent Ultrasound Group
plc (AIM: IUG), the ultrasound simulation
and education company, announces that the location
of the upcoming Court Meeting and General Meeting (together the
"Meetings"), to be held at 10:00 a.m. and 10:15 a.m. respectively
on 6 February 2025, has been changed.
Due to unforeseen circumstances, the decision has
been taken to move the Meetings to a new location and the Directors
extend their apologies for any inconvenience this may
cause.
The Meetings will now take place at:
Cavendish, One Bartholomew Close, London, EC1A
7BL
The date and time of the Meetings remain
unchanged.
The Directors of the Company accept
responsibility for the contents of this announcement.
It is important that, for the Court
Meeting in particular, as many votes as possible are cast so that
the Court may be satisfied that there is a fair and reasonable
representation of the opinion of Scheme Shareholders. Intelligent
Ultrasound Shareholders are therefore strongly encouraged to submit
proxy appointments and instructions for the Court Meeting and the
General Meeting using any of the methods set out in the circular
dated 15 January 2025 relating to the recommended cash offer by
Surgical Science Sweden AB to acquire the entire issued and to be
issued share capital of Intelligent Ultrasound (the "Scheme
Document") as soon as possible and, in any event, by no later than
10.00 a.m. on 4 February 2025 in the case of the Court Meeting and
by no later than 10.15 a.m. on 4 February 2025 in the case of the
General Meeting (or, in the case of any adjournment, not later than
48 hours (excluding any part of such 48-hour period falling on a
non-Business Day) before the fixed time for the holding of the
adjourned meeting).
Intelligent Ultrasound Shareholders
are also strongly encouraged to appoint "the Chair of the meeting"
as their proxy.
Intelligent Ultrasound Shareholders
entitled to attend and vote at the Court Meeting and General
Meeting may appoint a proxy online by using the Link Investor
Centre app or at
https://investorcentre.linkgroup.co.uk/Login/Login, where full
instructions on the procedure are given.
Capitalised terms used but not
defined in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Document. All references in
this announcement to times are to London, United Kingdom times
unless otherwise stated.
-Ends-
Enquiries:
Intelligent Ultrasound
|
+44 (0)29 2075 6534
|
Stuart Gall, CEO
Helen Jones, CFO
|
|
Cavendish Capital Markets Limited (Financial Adviser,
Nominated Adviser and Broker)
|
+44 (0) 20 7220 0500
|
Giles Balleny
Henrik Persson
Hamish Waller
|
|
Cardew Group (PR Adviser to Intelligent
Ultrasound)
|
|
Allison Connolly
|
+44 (0) 7587 453955
|
Emma Pascoe-Watson
|
+44 (0) 7774 620415
|
Jessica Pilling
|
+44 (0) 7918 584573
|
About Intelligent Ultrasound Group
Intelligent Ultrasound (AIM:
IUG) is one of the world's leading ultrasound simulation and
education companies, specialising in real-time hi-fidelity virtual
reality simulation for the ultrasound training market. The
company's main products are the ScanTrainer obstetrics
and gynaecology training simulator,
the HeartWorks echocardiography training simulator,
the BodyWorks Eve Point of Care and Emergency
Medicine training simulator, the new BabyWorks Neonate and
Paediatric training simulator and NeedleTrainer, which teaches
real-time ultrasound-guided needling. To date over 1,800
simulators have been sold to over 800 medical
institutions around the world.
This announcement does not
constitute an offer to purchase any securities, or an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any offer to purchase or sell securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The release, distribution or publication of this
announcement in jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Publication on a website
In accordance with Rule 26.1 of the
Takeover Code, a copy of this announcement will be available
(subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Company's website
at https://www.intelligentultrasound.com and
Surgical Science's website at https://
www.surgicalscience.com by no later than 12
noon (London time) on the Business Day following this
announcement. The
content of the websites referred to in this announcement are not
incorporated into and do not form part of this
announcement.
Notice to overseas investors
This announcement does not
constitute an offer to purchase any securities, or an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any offer to purchase or sell securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The release, distribution or publication of this
announcement in jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure (as defined in the Takeover Code) following the
commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure (as
defined in the Takeover Code).
Under Rule 8.3(b) of the Takeover
Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and Bidder
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any Bidder was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Hard copy documents
A hard copy of this announcement
will be sent to Intelligent Ultrasound Shareholders (subject to
certain restrictions relating to persons resident in restricted
jurisdictions). In accordance with Rule 30.3 of the Takeover Code,
Intelligent Ultrasound Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy
form.
Electronic Communications
Please be aware that addresses,
electronic addresses and certain other information provided by
Intelligent Ultrasound Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Intelligent Ultrasound may be provided to Surgical Science
during the offer period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).