RNS Number : 3638V
Intelligent Ultrasound Group PLC
31 January 2025
 

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).

 

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