Renalytix
plc
("Renalytix" or the
"Company")
Issue of Shares and Rule 2.9
Announcement
LONDON and NEW YORK - July 15,
2024 - Renalytix plc (NASDAQ: RNLX) (LSE: RENX), announces
the repayment of $1.06 million of the principal amount of the
Company's convertible bond and the interest for the period, further
details of which were announced on 31 March 2022. The repayment is
being made through the issue of 2,275,000 Ordinary Shares and
4,641,161 American Depositary Shares ("ADSs").
After settlement of the repayment,
the principal remaining under the convertible bond will be reduced
by $1.06 million to $11.66 million.
11,557,322 new ordinary shares of
£0.0025 each in the capital of the Company will be issued to settle
including conversion of 4,641,161 ADSs (9,282,322 Ordinary Shares
with each ADS representing two Ordinary Shares).
An application has been made to the
London Stock Exchange for the new Ordinary Shares to be admitted to
trading on AIM. It is expected that admission of the 11,557,322 new
Ordinary Shares to trading on AIM will become effective on, or
around, 8am UK time on 17 July 2024 ("Admission"). The new Ordinary
Shares will rank pari passu with the existing Ordinary Shares of
the Company.
Total voting rights
Following Admission, the Company
will have 165,925,513 Ordinary Shares in issue with each share
carrying the right to one vote. The Company has no Ordinary Shares
held in treasury. The total number of voting rights in the Company
following Admission will therefore be 165,925,513.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers (the "Takeover Code"), the
Company confirms that following the allotment and issue of the
Ordinary Shares mentioned above, the Company has 165,925,513
Ordinary Shares in issue with each Ordinary Share carrying the
right to one vote. The Company has no Ordinary Shares held in
treasury. The Company also has a sponsored Level III ADR programme.
The ADSs are traded on the Nasdaq Global Market and Citibank N.A.
acts as the depositary for the programme. Each ADS represents two
Ordinary Shares. The total number of voting rights in the Company
is therefore 165,925,513.
The International Securities
Identification Number for the Ordinary Shares is
GB00BYWL4Y04.
The International Securities
Identification Number for the ADSs is US75973T1016.
For further information,
please contact:
Renalytix plc
|
www.renalytix.com
|
James McCullough, CEO
|
Via Walbrook
PR
|
|
|
Stifel (Nominated Adviser, Joint Broker)
|
Tel: 020 7710
7600
|
Alex Price / Nicholas Moore / Nick
Harland / Samira Essebiyea
|
|
|
|
Investec Bank plc (Joint Broker)
|
Tel: 020 7597
4000
|
Gary Clarence / Shalin
Bhamra
|
|
|
|
Walbrook PR Limited
|
Tel: 020 7933
8780 or renalytix@walbrookpr.com
|
Paul McManus / Alice
Woodings
|
Mob: 07980
541 893 / 07407 804 654
|
|
|
CapComm Partners
|
|
Peter DeNardo
|
Tel:
415-389-6400 or investors@renalytix.com
|
About Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX)
is an artificial intelligence enabled in-vitro diagnostics and
laboratory services company that is the global founder and leader
in the field of bioprognosis™ for kidney health. In late 2023, our
kidneyintelX.dkd test was recognized as the first and only
FDA-authorized prognostic test to enable early-stage CKD (stages
1-3b) risk assessment for progressive decline in kidney function in
T2D patients. By understanding how disease will progress, patients
and clinicians can take action earlier to improve outcomes and
reduce overall health system costs. For more information,
visit www.renalytix.com.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 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.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. 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, 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 offeror 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 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 offeror 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.