28 May 2024
TruSpine Technologies
plc
("TruSpine" or the
"Company")
Share Transfer Agreement,
Director/PDMR dealing and Related Party
Transaction
TruSpine Technologies Plc, the
medical device company focused on the spinal (vertebral)
stabilisation market, announces that, on 24 May 2024, the Company
together with Geoff Miller, Non-executive Chairman of the Company,
LCS Trust ("LCS") and Frank Boehm ("FB") entered into an agreement,
pursuant to which LCS has agreed to transfer 2,500,000 ordinary
shares at a price of 1.5 pence per share, for an aggregate
consideration of £37,500, to Geoff Miller (the "Share Transfer
Agreement").
Professor Frank Boehm is the
inventor of the proprietary spine stabilisation technologies being
developed by TruSpine. LCS Trust is a revocable trust established
under the laws of Illinois of which Janice Lee Stone and Lilianna
Stone are the sole beneficiaries.
The parties have agreed to work
together to co-operate in the best interests of the Company and
shareholders of the Company.
Director/PDMR dealing
As Geoff Miller is the Company's
Non-executive Chairman, the Share Transfer Agreement constitutes a
director dealing. Following the transaction, Mr Miller will hold
12,611,828 ordinary shares in the Company, representing 9.03 per
cent. of the Company's current issued share capital. In addition,
Mr Miller holds £136,573 of the Company's Convertible Loan Notes as
announced on 14 March 2024.
Related Party Transaction
The entering into the Share Transfer
Agreement is a related party transaction for the purposes of Rule
4.6 of the AQSE Growth Market Access Rulebook. The Directors
of the Company confirm that, having considered this arrangement and
having exercised reasonable care, skill and diligence, determined
that the proposed transaction contemplated under the Share Transfer
Agreement is fair and reasonable insofar as the shareholders of the
Company were concerned.
Capitalised terms used in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the Company's admission document dated 19
August 2020.
Geoff Miller, Chair of TruSpine Technologies plc,
said "It is important for the
Company to align all stakeholders in the pursuit of commercial
success of the Company. I am delighted that Frank Boehm, myself,
LCS Trust and TruSpine have been able to announce our intention to
work together to deliver the benefits of our disruptive technology
that could transform the spinal stabilisation market."
Frank Boehm, inventor of the technology that underlies
TruSpine, said "I am pleased that
the Company is engaging with the process of putting historical
disputes behind it in a proactive manner, and I look forward to
seeing the business develop in the months and years to come. I am
especially impressed with the new Board and I am optimistic about
the future of TruSpine with this new leadership."
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation and
the Directors of the Company are responsible for the release of
this announcement.
Enquiries:
|
TruSpine Technologies
Plc
|
Tel: +44 (0)20 7118 0852
|
|
Geoff Miller, Non-executive
Chairman
|
|
|
|
|
|
Cairn Financial Advisers LLP
(AQSE Corporate Adviser)
|
Tel: +44
(0)20 7213 0880
|
|
Liam Murray / Ludovico
Lazzaretti
|
|
|
Peterhouse Capital Limited
(Broker & Financial Adviser)
|
Tel: +44 (0)20 7469 0930
|
|
Lucy Williams / Duncan
Vasey
|
|
|
Novus Communications (PR and
IR)
|
Tel: +44
(0)207 448 9839
|
|
Alan Green / Jacqueline
Briscoe
|
novuscomms@truspine.org
|
Caution regarding forward looking
statements
Certain statements in this
announcement, are, or may be deemed to be, forward looking
statements. Forward looking statements are identified by their use
of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'',
''potentially'', "expect", ''will'' or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements reflect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
|
1
|
Details of the person discharging managerial
responsibilities
|
|
a)
|
Name:
|
Geoff Miller
|
|
2
|
Reason for the Notification
|
|
a)
|
Position/Status:
|
Director
|
|
b)
|
Initial notification/
Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
TruSpine Technologies Plc
|
|
b)
|
LEI:
|
213800HNZX9B1QZPB225
|
|
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:
Identification code:
|
Ordinary shares of 0.01 pence
each
ISIN: GB00BMZCKL55
|
|
b)
|
Nature of the
transaction:
|
Acquisition of shares
|
|
c)
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Price(s) and Volume(s):
|
|
Price(s)
|
Volume(s)
|
|
£0.015
|
2,500,000
|
|
|
d)
|
Aggregated Information:
- Aggregated Volume
- Price
|
N/A
|
|
e)
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Date of the Transaction:
|
24 May 2024
|
|
f)
|
Place of the Transaction:
|
London
|