TIDMRXB
RNS Number : 9990E
Rex Bionics PLC
22 July 2016
Rex Bionics Plc
("Rex Bionics" or the "Company")
Posting of Supplementary Circular
22 July 2016: Rex Bionics plc (AIM: RXB), the pioneer of the REX
Robot technology that enhances the mobility of wheelchair users,
today announces that it has posted a supplementary circular to
Shareholders (the "Supplementary Circular") in respect of the
Adjourned General Meeting to take place on 1 August 2016.
On 29 June 2016 the Company posted the Circular to Shareholders
in connection with the proposed subscription of 7,683,333 new
ordinary shares by certain new and existing investors at a price of
30 pence per new ordinary share to raise GBP2.3 million (before
expenses), conditional upon shareholder approval. The Circular also
contained a notice of General Meeting on 19 July 2016. On 18 July
2016, the Company announced its intention to adjourn the General
Meeting.
As explained below, the revised arrangements will, with
Shareholders' approval, still enable the Company to raise GBP2.3
million a few weeks later than planned, comprising at least GBP1.05
million initially and potentially a further GBP1.25 million later
in August 2016.
The Supplementary Circular will be dispatched today. The
Circular and the Supplementary Circular are both available from the
Company's website at www.rexbionics.com/.
Capitalised terms in this announcement have the meanings given
to them in the Circular, except where the context requires
otherwise.
For further information please contact:
Rex Bionics Plc
Crispin Simon, Chief Executive Officer
+44 (0) 781 086 6386
Peter Worrall, Chief Financial Officer
+44 (0)1428 645416
Stifel Nicolaus Europe Limited (NOMAD and Broker)
Jonathan Senior/ Stewart Wallace / Ben Maddison
+44 (0) 20 7710 7600
Consilium Strategic Communications
Mary-Jane Elliott / Chris Welsh
rexbionics@consilium-comms.com
+44 (0) 203 709 5700
Background to and reasons for the Supplementary Circular
The purpose of the Supplementary Circular is to provide
Shareholders with (i) the updated information contained in the
announcement made by the Company on 18 July 2016; (ii) details of
an extended timetable of principal events; and (iii) details of the
procedure on how to vote on the Resolutions to be proposed at the
Adjourned General Meeting.
Background to and reasons for the adjournment
The reason for the adjournment is that the Company was informed
by one of the subscribers in the proposed Subscription, Maxhealth,
a Chinese listed entity and a distributor of REX for the PRC, that,
absent it obtaining PRC foreign exchange approval, it is unable to
transfer the requisite funds for a subscription of GBP1 million to
the Company outside China in sterling in the required timeframe set
out in the subscription agreement between the Company and Maxhealth
dated 29 June 2016 in order for the General Meeting to go ahead
when set. Maxhealth has now agreed with the Company that it will,
however, be able to pay, or procure the payment by a wholly-owned
subsidiary of it based in Hong Kong, of the necessary funds to the
Company on or before 5 August 2016.
The Company is pleased to announce that three other major
shareholder investors named in the Circular have all signed
amendments to their Subscription Agreements committing still to
make their investments into the Company after the Adjourned General
Meeting (conditional upon the passing of the required resolutions
at that meeting and the fundraising now raising at least GBP1
million rather than GBP2.3 million). A further Shareholder has
indicated its acceptance of the revised arrangements.
Accordingly, the Company had adjourned the General Meeting until
1 August 2016, to give the Company time to prepare and circulate
the Supplementary Circular which provides further details of the
amended subscription arrangements. These arrangements are planned
by the Company, using the authorities given by Shareholders at the
Adjourned General Meeting (if approved), to enable subscriptions
from certain investors for, in total, initially at least GBP1.05
million and, separately and later if Maxhealth is able to meet the
extended deadline, the GBP1 million subscription by Maxhealth (and
a consequent additional subscription by Hunter Hall) for a further
GBP1.25 million in total.
Revised expected timetable of principal events
In order to provide Shareholders with sufficient time to
consider the contents of the announcement made by the Company on 18
July 2016 and the content of the Supplementary Circular, the
Company has adjourned the General Meeting until 10.00 a.m. on 1
August 2016 and extended the timetable for receipt of Updated Proxy
Forms until 10.00 a.m. on 29 July 2016. As a result, the revised
expected timetable of the principal events is as follows.
Publication of the Supplementary 22 July 2016
Circular and Updated Proxy Form
Latest time and date for receipt 10.00 a.m.
of Updated Proxy Forms on 29 July
2016
Adjourned General Meeting 10.00 a.m.
on 1 August
2016
Initial Admission of and commencement
of dealings in the Initial Subscription 8.00 a.m. on
Shares 2 August 2016
Where applicable, Initial Subscription
Shares admitted at Initial Admission 2 August 2016
expected to be credited to CREST
members' accounts
Where applicable, despatch of definitive
share and warrant certificates for 5 August 2016
the Initial Subscription Shares
will be no later than
Latest date for Further Admission
of and commencement of dealings 8.00 a.m. on
in the Further Subscription Shares 10 August 2016
Where applicable, latest date Further
Subscription Shares expected to 10 August 2016
be credited to CREST members' accounts
Where applicable, despatch of definitive
share and warrant certificates for 17 August 2016
the Further Subscription Shares
will be no later than
Each of the times and dates above are indicative only and are
subject to change. If any of these times and/or dates change, the
revised times and/or dates will be notified by the Company to
Shareholders by announcement through a Regulatory Information
Service. All of the times in the Supplementary Circular refer to
London time. Admission and dealings in the Subscription Shares are
conditional, among other matters, on the passing of the Resolutions
1 and 2 at the Adjourned General Meeting. The timetable for the
Further Subscription Shares depends on Maxhealth meeting its
revised obligations under its amended Subscription Agreement.
Subscription by Maxhealth
Conditional on the passing of Resolutions 1 and 2, the Company
will issue the Initial Subscription Shares and expects Initial
Admission to occur at 8.00 a.m. on 2 August 2016. The issue of the
Initial Subscription Shares will generate gross proceeds of, at
least, GBP1.05 million for the Company.
Provided that Maxhealth is able to meet the extended deadline to
transfer the requisite funds to the Company for the subscription
for its Further Subscription Shares the Company will allot such
Further Subscription Shares to Maxhealth, and Hunter Hall will
simultaneously subscribe for its Further Subscription Shares and
the Company expects that Further Admission will occur at the latest
at 8.00 a.m. on 10 August 2016. This issue of the Further
Subscription Shares will generate gross proceeds of GBP1.25 million
for the Company.
Adjourned General Meeting
An Adjourned General Meeting of the Company is being held at
10.00 a.m. on 1 August 2016 at which the Resolutions as summarised
in the Circular will be submitted, without amendment, to
Shareholders for approval.
Importance of the vote
Your attention is drawn to the fact the Subscription is
conditional and dependent on Resolutions 1 and 2 being passed by
Shareholders at the Adjourned General Meeting. Shareholders are
asked to vote in favour of Resolutions 1 and 2 in order for the
Subscription to proceed.
If the Subscription does proceed and all the Subscription Shares
are subscribed for, the Board's view is that the Company's
available cash reserves will extend into the second quarter of
2017. The Board anticipates obtaining additional funding from
Shareholders, including from the exercise of the Warrants, although
no legally binding commitments have been received, and will
additionally seek investment from other parties.
Shareholders should also be aware that if they do approve the
Subscription and all the Subscription Shares are subscribed for but
additional financing does not become available to the Company by
the end of January 2017, the Company may be forced to cease
trading, in which case Shareholders could lose their entire equity
investment.
Further, Shareholders should be aware that if they do approve
the Subscription but only the Initial Subscription Shares are
subscribed for the Board's view is that the Company's available
cash reserves will extend until 31 December 2016. The Board
anticipates obtaining additional funding from Shareholders,
including from the exercise of the Warrants, although no legally
binding commitments have been received, and will additional seek
investment from other parties. In the event that no further funding
or investment is obtained, the Board will need to make a decision
about when the Company should cease trading; such decision would
need to be made in September 2016.
If Shareholders do not approve the Subscription at the Adjourned
General Meeting, the Board considers that the Company would become
unable to pay its debts as they fall due and will be forced to
cease operating with immediate effect, in which case, Shareholders
could lose their entire equity investment.
Action to be taken
Forms of Proxy returned by Shareholders in relation to the
General Meeting remain valid for the Adjourned General Meeting.
Therefore, Shareholders who have returned a Form of Proxy and
who do not wish to change their proxy instructions in relation to
the Resolutions need take no further action.
Should any Shareholder wish to amend his proxy instruction in
light of the contents of the Supplementary Circular should return
an Updated Form of Proxy to the Registrars or make a CREST Proxy
Instruction, in each case so that the Updated Form of Proxy is
received by the Registrars or the Company's agent by 10.00 a.m. on
29 July 2016.
Related Party Transactions
The number and percentage of Existing Ordinary Shares currently
held and the percentage of the Enlarged Share Capital (as at
Initial Admission and as at Further Admission (if it occurs) and,
in each case, before the exercise of any Warrants) which will be
held by each of the Substantial Shareholders if the Subscription is
approved and proceeds are shown in the table below.
Substantial Number Percentage Percentage Percentage
Shareholder of Existing of Existing of Enlarged of Enlarged
Ordinary Ordinary Share Capital Share Capital
Shares Shares (as at Initial (as at Further
held Admission Admission,
and before if it occurs,
the exercise and before
of any Warrants) the exercise
of any Warrants)
Asia Pacific 2,491,076 13.97 17.07 14.34
Hunter
Hall 2,666,670 14.96 17.89 17.96
Paul Matthews 2,289,705 12.84 16.13 13.55
The Directors consider, having consulted the Company's nominated
adviser, Stifel, that the amended terms on which Asia Pacific,
Hunter Hall and Paul Matthews are subscribing for Subscription
Shares and are being issued Warrants remain fair and reasonable
insofar as the Company's Shareholders are concerned.
Recommendations and irrevocable undertakings
The Board considers that the arrangements described in the
Circular, as supplemented by the Supplementary Circular, remain in
the best interests of the Company and its Shareholders as a whole
and that the terms remain fair and reasonable. Accordingly, the
Board unanimously maintains its recommendation that you vote in
favour of the Resolutions as they continue to have irrevocably
undertaken to do in respect of their own legal and beneficial
shareholdings amounting in aggregate to 1,014,584 Existing Ordinary
Shares, representing 5.7 per cent. of the Existing Ordinary Shares
currently in issue.
DEFINITIONS
The definitions in the Circular and, in addition, the following
definitions apply throughout the Supplementary Circular, except
where the context otherwise requires:
"Adjourned the adjourned general meeting to be
General Meeting" held at 10.00 a.m. on 1 August 2016
at the offices of Simmons & Simmons
LLP, CityPoint, 1 Ropemaker Street,
London EC2Y 9SS, notice of which was
set out in the Notice at the end of
the Circular
"Further admission of the Further Subscription
Admission" Shares to trading on AIM becoming
effective in accordance with Rule
6 of the AIM Rules
"Further the 4,083,333 new Ordinary Shares
Subscription in total, to be issued to Maxhealth
Shares" and Hunter Hall (additionally as a
consequence of the Maxhealth subscription)
who have each agreed to subscribe
for Ordinary Shares
"Hong Kong" Hong Kong Special Administrative Region
"Initial admission of the Initial Subscription
Admission" Shares to trading on AIM becoming
effective in accordance with Rule
6 of the AIM Rules
"Initial the up to 3,600,000 new Ordinary Shares
Subscription in total, to be issued to the existing
Shares" Shareholders named in Part I Paragraph
9 of the Supplementary Circular and
Bradshaw Asset Management Limited
who have each agreed to subscribe
for Ordinary Shares
"Maxhealth" Maxhealth Medicine Co. Ltd ( )
"PRC" the People's Republic of China
"Resolutions" the resolutions 1 to 6 to be proposed
at the Adjourned General Meeting which
are set out in the Notice
"Subscription the agreements (including any amendments
Agreements" thereto) by which the Subscribers
have conditionally subscribed for
Subscription Shares directly with
the Company
"Subscription the Initial Subscription Shares and
Shares" the Further Subscription Shares
"Updated the form of proxy sent to Shareholders
Proxy Form" with the Supplementary Circular for
use at the Adjourned General Meeting
in connection with the Resolutions
This information is provided by RNS
The company news service from the London Stock Exchange
END
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