REG - Polarean Imaging PLC - Result of Placing
22/05/2024 07:00
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RNS Number : 4371P Polarean Imaging PLC 22 May 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, RUSSIA, THE REPUBLIC OF
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RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
POLAREAN IMAGING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR").
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
22 May
2024
Polarean Imaging plc
("Polarean" or the "Company")
Result of Placing and Subscription
PDMR Dealings
Polarean Imaging plc (AIM: POLX), a commercial-stage medical device leader in
advanced Magnetic Resonance Imaging ("MRI") of lung function, announces,
further to the announcement made on 21 May 2024 (the "Launch Announcement"),
the successful completion of the Placing, which together with the
Subscription, has raised gross proceeds of US$10 million (£8 million) by
means of a placing to institutional and other investors (the "Placing") and a
direct subscription with the Company (the "Subscription") of, in aggregate,
790,768,532 New Ordinary Shares at a price of 1 pence per New Ordinary Share
(the "Issue Price").
The Subscription included an investment from existing investors NUKEM Isotopes
GmbH ("NUKEM") and Bracco Imaging S.p.A. ("Bracco") and certain Directors and
Management of the Company, as follows:
· NUKEM, a leading global supplier of Xenon-129 and current 10.4 per
cent owner of the Company's existing issued ordinary share capital (the
"Existing Share Capital"), subscribed for 196,718,731 New Ordinary Shares at
the Issue Price, representing an investment of US$2.5 million;
· Bracco, the world-leading diagnostic imaging provider and current 7.6
per cent owner of the Company's Existing Share Capital, subscribed for
157,374,985 New Ordinary Shares at the Issue Price, representing an investment
of US$2 million; and
· Certain Directors and Management of the Company have subscribed for,
in aggregate, 25,258,678 New Ordinary Shares at the Issue Price representing a
total investment of approximately US$321,000.
The net proceeds of the Placing and Subscription, which are estimated to be
approximately US$9 million will be used to accelerate commercialisation of
XENOVIEW(TM), to support the continued investment in research and development
including, amongst other developments, finalisation of the FDA plan to expand
indications to gas exchange, to support efforts to continue to develop
strategic partnerships and to provide additional working capital and for
general corporate purposes.
The exchange rate used in relation to the Fundraise is £1.00 = US$1.27,
unless otherwise stated, being the closing rate on 20 May 2024, being the
latest practicable date prior to the date of the launch announcement.
Christopher von Jako, Chief Executive Officer of Polarean, commented: "We
are delighted to announce today's successful Placing and Subscription of $10
million. We express our gratitude to our existing shareholders who have
reaffirmed their support in this transaction, including NUKEM Isotopes GmbH
and Bracco Imaging S.p.A. Notably, we have also been able to attract demand
from new investors in this transaction, which will allow us to significantly
broaden our shareholder register. The net proceeds of the Fundraise will
enable the Company to substantially progress implementation of its five-pillar
growth strategy in pursuit of its mission to revolutionise pulmonary
medicine."
In addition, in order to provide Shareholders who have not taken part in the
Placing or Subscription with an opportunity to participate in the proposed
issue of New Ordinary Shares, the Company is providing Qualifying Shareholders
with the opportunity to subscribe for an aggregate of approximately
200,000,000 Open Offer Shares, to raise approximately £2 million (US$2.5
million) (before expenses), on the basis of:
9 Open Offer Shares for every 10 Existing Ordinary Shares held on the Record
Date, at a price of 1 pence per Open Offer share
Shareholders subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess Application
Facility.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, will be
contained in the Circular, extracts of which were contained in the Launch
Announcement and which is expected to be posted to Shareholders on 23 May
2024. The Circular will also be available on the Company's website:
https://www.polarean-ir.com/content/investors/shareholder-information
(https://www.polarean-ir.com/content/investors/shareholder-information) .
Assuming completion of the Placing, Subscription and take-up of the Open Offer
Shares in full, the Enlarged Share Capital is expected to be approximately
1,207,032,781 Ordinary Shares. On this basis, the New Ordinary Shares will
represent approximately 82.1 per cent. of the Enlarged Share Capital.
Stifel is acting as Nominated Adviser and Sole Corporate Broker in connection
with the Fundraise and Admission and Sole Bookrunner to the Company in
connection with the Placing.
Director & PDMR Dealings and Shareholder Interests and Related Party
Disclosure
Directors and Management of Polarean have subscribed for new Ordinary Shares
in the amounts set out in the table below pursuant to the Subscription.
On the date of this announcement Immediately following Second Admission
PDMR Number of Ordinary Shares held Percentage of Existing Share Capital Number of New Ordinary Shares subscribed for Number of Ordinary Shares held Percentage of Enlarged Share Capital((1))
Kenneth West 3,276,678 1.5 3,147,499 6,424,177 0.5
Christopher von Jako - - 6,294,999 6,294,999 0.5
Bastiaan Driehuys 12,415,959 5.7 1,573,749 13,989,708 1.2
Charles Osborne - - 1,967,187 1,967,187 0.2
Juergen Laucht - - 944,249 944,249 0.1
Cyrille Petit 584,000 0.3 4,327,812 4,911,812 0.4
Frank Schulkes - - 1,573,749 1,573,749 0.1
Daniel Brague - - 1,573,749 1,573,749 0.1
William Blair - - 1,180,312 1,180,312 0.1
Kiarash Emami 2,146,349 1.0 1,731,124 3,877,473 0.3
Neil Wadehra - - 944,249 944,249 0.1
(1) Assuming full take up of all Open Offer Shares available under the Open
Offer
NUKEM, which holds, as at the date of this announcement, directly or
indirectly, 10.4 per cent. of the existing issued share capital of the
Company, and Bracco, which holds approximately 7.6 per cent. of the existing
issued share capital of the Company, are participating in the Fundraise at the
Issue Price as follows:
On the date of this Announcement Immediately following Second Admission
Shareholder Number of Ordinary Shares held Percentage of Existing Share Capital Number of New Ordinary Shares subscribed for Number of Ordinary Shares held Percentage of Enlarged Share Capital((1))
NUKEM Isotopes Imaging GmbH 22,573,462 10.4 196,718,731 219,292,193 18.2
Bracco Imaging S.p.A 16,388,888 7.6 157,374,985 173,763,873 14.4
(1) Assuming full take up of all Open Offer Shares available under the Open
Offer and that NUKEM and Bracco only participate in the Subscription and not
the Open Offer.
The participations by NUKEM, Bracco, Amati Global Investors and the Directors
who are participating in the Transaction constitute related party transactions
for the purposes of the AIM Rules. The Independent Director considers, having
consulted with Stifel, the Company's nominated adviser, that the terms of the
participation of those related parties in the Fundraise to be fair and
reasonable insofar as shareholders of the Company are concerned.
Details of the Placing
The Company has raised US$5 million (£4 million) through a Placing, as
follows:
· US$2 million (£2 million), before expenses, through the placing of
179,590,124 EIS/VCT Placing Shares issued to investors seeking to invest in
"eligible shares" for the purposes of EIS/VCT relief, conditional on, among
other things, the passing by Shareholders of the Resolutions at the General
Meeting
· US$3 million (£2 million), before expenses, through the placing of
231,826,014 General Placing Shares conditional on, inter alia, the passing by
Shareholders of the Resolutions at the General Meeting
TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6:00 p.m. on 20 May 2024
Announcement of the Fundraise 4:35 p.m. on 21 May 2024
Announcement of the Result of the Placing 7.00 a.m. on 22 May 2024
Publication and posting of the Circular and, to Qualifying Non-CREST 23 May 2024
shareholders only, Application Form
Existing Ordinary Shares marked "ex" by the London Stock Exchange 7.00 a.m. on 23 May 2024
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to as soon as possible after 8.00 a.m. on 24 May 2024
stock accounts of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 06 June 2024
from CREST for Qualifying CREST Shareholders
Latest time and date for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 07 June 2024
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 10 June 2024
market claims only)
Latest time and date for receipt of Form of Proxy and voting instructions to 2.00 p.m. on 12 June 2024
be valid at the General Meeting
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 12 June 2024
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
General Meeting 2.00 p.m. on 14 June 2024
Announcement of result of Open Offer and result of General Meeting 14 June 2024
First Admission and dealings in EIS/VCT Placing Shares expected to commence on 8.00 a.m. on 17 June 2024
AIM
EIS/VCT Placing Shares expected to be credited to CREST members' account in 17 June 2024
uncertificated form
Second Admission and dealings in General Placing Shares, Subscription Shares 8.00 a.m. on 18 June 2024
and Open Offer Shares expected to commence on AIM
General Placing Shares, Subscription Shares and Open Offer Shares expected to 18 June 2024
be credited to CREST members' account in uncertificated form
Despatch of definitive share certificates in respect of the Fundraise Shares within 14 days of Admission
in be held in certificated form
Notes:
1. Each of the times and dates above are indicative only and if any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting
are conditional on the passing at the General Meeting of the Resolutions.
The timetable and the capitalised terms used in this announcement have the
same meanings as in the Launch Announcement, unless otherwise stated.
Enquiries:
Polarean Imaging plc www.polarean.com / www.polarean-ir.com
Christopher von Jako, PhD, Chief Executive Officer Via Walbrook PR
Charles Osborne, Chief Financial Officer
Stifel Nicolaus Europe Limited (NOMAD and Sole Corporate Broker) +44 (0)20 7710 7600
Nicholas Moore / Samira Essebiyea / Kate Hanshaw (Healthcare Investment
Banking)
Nick Harland / Ben Good (Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or polarean@walbrookpr.com
Anna Dunphy / Phillip Marriage Mob: +44 (0)7876 741 001 / +44 (0)7867 984 082
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, the person responsible for arranging for the release of this
Announcement on behalf of the Company is Christopher von Jako, Chief Executive
Officer.
About Polarean
Polarean is a revenue-generating medical imaging technology company
revolutionizing pulmonary medicine through direct visualization of lung
function by introducing the power and safety of MRI to the respiratory
healthcare community. This community is in desperate need of modern solutions
to accurately assess lung function. The Company strives to optimize lung
health and prevent avoidable loss by illuminating hidden disease, addressing
the global unmet medical needs of more than 500 million patients worldwide
suffering from chronic respiratory disease. Polarean is a leader in the field
of hyperpolarization science and has successfully developed the first and only
hyperpolarized Xenon MRI inhaled contrast agent, XENOVIEW™, which is now
FDA-approved in the United States. Polarean is dedicated to researching,
developing, and commercialising innovative imaging solutions with its
non-invasive and radiation-free pulmonary functional MRI platform. This
comprehensive drug-device platform encompasses the proprietary Xenon gas
blend, gas hyperpolarization system, as well as software and accessories,
facilitating fully integrated modern respiratory imaging operations. Founded
in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is
committed to increasing global awareness of and broad access to its XENOVIEW
MRI technology platform. For the latest news and information about Polarean,
please visit www.polarean.com (http://www.polarean.com) .
XENOVIEW IMPORTANT SAFETY INFORMATION
Indication
XENOVIEW™, prepared from the Xenon Xe 129 Gas Blend, is a hyperpolarized
contrast agent indicated for use with magnetic resonance imaging (MRI) for
evaluation of lung ventilation in adults and pediatric patients aged 12 years
and older.
Limitations of Use
XENOVIEW has not been evaluated for use with lung perfusion imaging.
CONTRAINDICATIONS
None.
Warnings and Precautions
Risk of Decreased Image Quality from Supplemental Oxygen: Supplemental oxygen
administered simultaneously with XENOVIEW inhalation can cause degradation of
image quality. For patients on supplemental oxygen, withhold oxygen inhalation
for two breaths prior to XENOVIEW inhalation, and resume oxygen inhalation
immediately following the imaging breath hold.
Risk of Transient Hypoxia: Inhalation of an anoxic gas such as XENOVIEW may
cause transient hypoxemia in susceptible patients. Monitor all patients for
oxygen desaturation and symptoms of hypoxemia and treat as clinically
indicated.
Adverse Reactions
Adverse Reactions in Adult Patients: The adverse reactions (> one patient)
in efficacy trials were oropharyngeal pain, headache, and dizziness. Adverse
Reactions in Pediatric and Adolescent Patients: In published literature in
pediatric patients aged 6 to 18, transient adverse reactions were reported:
blood oxygen desaturation, heart rate elevation, numbness, tingling,
dizziness, and euphoria. In at least one published study of pediatric patients
aged 6 to 18 years, transient decrease in SpO2% and transient increase in
heart rate was reported following hyperpolarized xenon Xe 129 administration.
XENOVIEW is not approved for use in pediatric patients less than 12 years of
age.
Please see full prescribing information at www.XENOVIEW.net
Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs")
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Kenneth West
2. Reason for the notification
a) Position/status: Chairman
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 3,147,499
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 3,147,499
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 3,147,499
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Christopher von Jako
2. Reason for the notification
a) Position/status: Chief Executive Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 6,294,999
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 6,294,999
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 6,294,999
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Bastiaan Driehuys
2. Reason for the notification
a) Position/status: Chief Scientific Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,573,749
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,573,749
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,573,749
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Charles Osborne
2. Reason for the notification
a) Position/status: Chief Financial Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,967,187
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,967,187
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,967,187
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Juergen Laucht
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 944,249
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 944,249
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 944,249
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Cyrille Petit
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 4,327,812
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 4,327,812
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 4,327,812
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Frank Schulkes
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,573,749
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,573,749
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,573,749
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Daniel Brague
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,573,749
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,573,749
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,573,749
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: William Blair
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,180,312
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,180,312
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,180,312
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Kiarash Emami
2. Reason for the notification
a) Position/status: PDMR
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 1,731,124
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 1,731,124
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 1,731,124
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Neil Wadehra
2. Reason for the notification
a) Position/status: PDMR
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Polarean Imaging Plc
b) LEI: 213800DGR2BHXJ36OL37
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Ordinary shares of £0.00037
Identification code:
GB00BF3DT583
b) Nature of the transaction: Subscription for new ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
1 pence 944,249
d) Aggregated information:
Price(s) Volume(s)
Aggregated volume: 1pence 944,249
Price:
e) Date of the transaction: 22 May 2024
f) Place of the transaction: AIM
d)
Aggregated information:
Aggregated volume:
Price:
Price(s) Volume(s)
1 pence 944,249
e)
Date of the transaction:
22 May 2024
f)
Place of the transaction:
AIM
IMPORTANT NOTICES AND DISCLAIMER
This announcement (the "Announcement") and the information contained in it is
not for publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into Australia, Canada, Japan,
the Republic of South Africa or the United States or any other jurisdiction in
which publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not constitute an offer
to sell or issue, or the solicitation of an offer to buy, acquire or subscribe
for shares in the capital of the Company in Australia, Canada, Japan, the
Republic of South Africa or the United States or any other state or
jurisdiction where to do so would be unlawful. Any failure to comply with
these restrictions may constitute a violation of the securities laws of such
jurisdictions. This Announcement has not been approved by the London Stock
Exchange or by any other securities exchange.
The New Ordinary Shares have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares have not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in in Australia, Canada, Japan, the Republic of South Africa
or the United States or to, or for the account or benefit of, any national,
resident or citizen in Australia, Canada, Japan, the Republic of South Africa
or the United States. No public offering of securities is being made in the
United States.
No public offering of the New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
will be made pursuant to an exemption under the UK version of the Prospectus
Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "Prospectus Regulation") from the
requirement to produce a prospectus. As a result, no prospectus will be made
available in connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus Regulation) to
be published. This Announcement and the terms and conditions set out herein
are for information purposes only and are directed only at persons who have
been selected by Stifel and who are: (a) persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing
measure in such member states, the "EEA Prospectus Regulation"); (b) in the
United Kingdom, "qualified investors" within the meaning of the UK version of
the EEA Prospectus Regulation (the "UK Prospectus Regulation"), which forms
part of UK law by virtue of the European Union Withdrawal Act 2018, who are
persons who: (i) have professional experience in matters relating to
investments and are "investment professionals" within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order"); (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order; or (c) are persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). This Announcement and the terms and conditions set out herein must
not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Announcement relates is
available only to relevant persons and will be engaged in only with relevant
persons. This Announcement must not be acted or relied on by persons who are
not relevant persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
This Announcement contains inside information for the purposes of Article 7 of
MAR, encompassing information relating to the Fundraise described above, and
is disclosed in accordance with the Company's obligations under Article 17 of
MAR. In addition, market soundings (as defined in MAR) were taken in respect
of the Placing with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, upon publication of
this Announcement, those persons that received such inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
Stifel Nicolaus Europe Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting as Nominated Adviser and Corporate Broker
in connection with the proposed Placing, Open Offer and Admission and Sole
Bookrunner to the Company in connection with the proposed Placing. Persons
receiving this Announcement should note that Stifel Nicolaus Europe Limited is
not acting for anyone other than the Company (including a recipient of this
Announcement) and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Stifel Nicolaus Europe
Limited or for advising any other person in respect of the proposed Placing,
Subscription and Open Offer and Admission or any transaction, matter or
arrangement referred to in this Announcement. Stifel Nicolaus Europe Limited
has not authorised the contents of, or any part of, this document and no
liability whatsoever is accepted by Stifel Nicolaus Europe Limited, for the
accuracy of any information or opinions contained in this Announcement or for
the omission of any information, nor does it make any representation or
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which it might otherwise have in respect of this Announcement. Stifel Nicolaus
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responsibilities to the London Stock Exchange which are not owed to the
Company or the Directors.
This Announcement includes 'forward-looking statements' which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words 'targets',
'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates',
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other important factors beyond the Company's control that could cause the
actual results, performance or achievements of Group to be materially
different from future results, performance or achievements expressed or
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are based on numerous assumptions regarding the Group's present and future
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disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules.
This Announcement does not identify or suggest, or purport to identify or
suggest, all of the risks (direct or indirect) that may be associated with an
investment in the Fundraise. This Announcement does not constitute a
recommendation concerning any investor's decision to purchase or subscribe for
Ordinary Shares. Each investor or prospective investor should conduct his, her
or its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information. The price
and value of securities can go down as well as up. Past performance is not a
guide to future performance. Any investment decision to subscribe for New
Ordinary Shares must be made solely on the basis of publicly available
information, which has not been independently verified.
The information in this Announcement may not be forwarded or distributed to
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forwarding, distribution, reproduction or disclosure of this information in
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Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II, as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing or the Open Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Stifel will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
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