London and New York, 20 November 2019 - Amphion Innovations plc (AIM: AMP), the developer of medical, life science, and technology businesses, announces that on 18 November 2019 Amphion's CEO Richard Morgan has agreed to purchase 26,096,881 ordinary shares (the "Shares") directly from L. Jean Macaleer, wife of the Company's former Chairman, R. James Macaleer for US $100.00. The Company's shares are currently suspended from trading on AIM. In the event that trading of Amphion shares resumes by 31 December 2019, Mr. Morgan would pay an additional US $25,000 within 90 days of resumed trading. Following this purchase, Richard Morgan's total shareholding is 49,739,390 ordinary shares of the Company, representing 23.7% of the issued share capital.
Number of New Ordinary Shares
Percentage of Voting Rights
Richard C.E. Morgan
The closing date of the share purchase shall take place on by 26 November 2019. The Company is also in advanced discussions to settle approximately US $10 million in debts owed to the Macaleer Estate. A further announcement will be made in the event of a definitive agreement being reached.
Additionally, the Company announces a business update as follows. On 18 October 2019 the Company announced that the lender of its loan facility, (the "Facility"), had sold Amphion's holding in Polarean Imaging plc for total proceeds of US $2.6 million ("Sale"). The Sale, when aggregated with prior sales of the Company's assets sold over the 12 months prior to the Sale has been deemed to be a fundamental disposal under Rule 15 of the AIM Rules for Companies ("AIM Rules") on the basis that the sales resulted in the Company divesting of the majority of its trading business, activities or assets. Accordingly, the Company is now deemed to be an AIM Rule 15 Cash Shell under the AIM Rules. As such, the Company is required to complete a reverse takeover under AIM Rule 14 on or before the date falling six months from the Sale, or be re-admitted to trading on AIM as an investing company under AIM Rule 8 (which requires the raising of at least £6 million on, or immediately before, re-admission). In the event of neither of these events occurring within 6 months of the Sale, the Company's shares would be suspended from trading on AIM pursuant to AIM Rule 40.
Notwithstanding the above and further to the Company's announcement on 27 June 2019, the Company's shares remain suspended from trading on AIM pending publication of the Company's results for the year ended 31 December 2018 and the six months ended 30 June 2019 (together the "Results"). In the event that trading in the ordinary shares does not recommence on or before 31 December 2019, admission to trading on AIM would be cancelled pursuant to AIM Rule 31.
The Company remains highly cash constrained and has been actively exploring a number of potential opportunities to provide funding and to restructure the Company's existing debt. Further announcements will be made as and when appropriate.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
Details of the person discharging managerial responsibilities/person closely associated
Richard C.E. Morgan
Reason for the notification
CEO and PDMR
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Amphion Innovations plc
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
Description of the financial instrument, type of instrument
Nature of the transaction
Purchase of Ordinary Shares
Price(s) and volume(s)
US $100 plus US $25,000 contingent payment for 26,096,881 Ordinary Shares
- Aggregated volume
Date of the transaction
26 November 2019
Place of the transaction
Outside a trading venue
For further information please contact:
Tel: +1 (212) 210 6224
Panmure Gordon Limited (Nominated Adviser and Corporate Broker)
Amphion Innovations is a developer of medical, life science and technology businesses. We use our extensive experience in company building to invest and build shareholder value in high growth companies in the US and UK. Amphion has significant shareholding in a few Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies.
On the web: www.amphionplc.com
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