TIDMTRX
RNS Number : 8417C
Tissue Regenix Group PLC
22 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN
Tissue Regenix Group plc
("Tissue Regenix" or the "Company")
Proposed placing of new Ordinary Shares at a price of 19p per
share to raise
approximately GBP20 million
Highlights
-- Tissue Regenix is a leading medical devices company in the
field of regenerative medicine. It commercialises academic research
conducted by its partners globally.
-- Tissue Regenix has patented "dCELL" technology which uses
animal and human tissue to create a tissue scaffold which can be
used to repair diseased or worn out body parts.
-- The Company's first product: "DermaPure", which is used in
the treatment of chronic wounds, was launched in 2014. Sales of
DermaPure are building momentum with initial revenues now being
recognised as anticipated.
-- Further products are in development, including applications
for meniscus repair, ligament repair and heart valve
replacement.
-- The Company intends to raise GBP20 million through an
accelerated bookbuilding process aimed at new and existing
institutional investors.
-- The proceeds of this fund-raising will be used to allow the
development and launch of these new products, and to expand the
direct salesforce for DermaPure in the US.
Antony Odell, Chief Executive of Tissue Regenix, commented:
"Our latest fundraising represents a milestone for the company.
Having launched our first product, the time has now come to build
up our US direct sales network to ensure we build coverage of
hospitals in this key market. Initial responses by potential
customers to DermaPure have been extremely positive and we are very
excited by the potential that this product offers. In addition, we
have new products and applications in development, that give us the
potential to address new markets - including knee injury - which
have massive potential. This fundraising will allow us to achieve
these goals."
Enquiries:
Tissue Regenix Group plc Tel: 019 0443 5176
Antony Odell, Chief Executive Officer
Ian Jefferson, Chief Financial Officer
Jefferies International Limited (Nomad, broker and bookrunner) Tel: 020 7029 8000
Simon Hardy
Harry Nicholas
Tulchan Communications Tel: 020 7353 4200
Tom Buchanan / Victoria Huxster
Information on the Company
Tissue Regenix is a leading medical devices company in the field
of regenerative medicine. Tissue Regenix was formed in 2006 when it
was spun-out from the University of Leeds. Tissue Regenix
commercialises academic research conducted by its partners globally
including National Health Service Blood and Transplant ("NHSBT") in
the UK and the Pontifical University of Parana in Curitiba, Brazil.
Tissue Regenix's patented decellularisation ("dCELL(R)") technology
removes DNA and other cellular material from animal and human
tissue leaving an acellular tissue scaffold, which is not rejected
by the patient's body and which can then be used to repair diseased
or worn out body parts. The potential applications of this process
are diverse and address many critical clinical needs such as
chronic wounds, heart valve replacement and knee repair.
Details of the proposed Placing
Tissue Regenix (AIM: TRX) announces its intention to raise gross
proceeds of approximately GBP20 million pursuant to a placing of
new Ordinary Shares (the "Placing Shares") in the Company at a
price of 19p per Placing Share (the "Placing Price") with both new
and existing institutional investors (the "Placing"), to allow the
development and launch of Tissue Regenix's human meniscus and human
ligament products, the expansion of the direct salesforce for
DermaPure(R), in addition to the continued development and
commercialisation of the Company's porcine-derived products.
The Placing is being conducted through an accelerated
bookbuilding process to be carried out by Jefferies International
Limited ("Jefferies") which shall determine the exact number of the
Placing Shares in accordance with the terms and conditions set out
in the Appendix to this announcement. Jefferies is acting as the
sole bookrunner in connection with the Placing.
The book will open with immediate effect and is expected to
close no later than 4.30 p.m. today (22 January 2015). The timing
of the closing of the book and allocations is at Jefferies'
discretion in consultation with the Company. The number of Placing
Shares to be allocated and issued pursuant to the Placing is
subject to agreement between the Company and Jefferies at the close
of the bookbuilding process. Details of the final terms of the
Placing, including its completion, will be announced as soon as
practicable after the close of the bookbuilding process.
Participation in the Placing will be limited to institutional
investors. Members of the general public are not eligible to take
part in the Placing.
For the Placing of 105,263,158 new Ordinary Shares to proceed,
the Company requires shareholders' approval to authorise the
directors to allot the Placing Shares and to disapply pre-emption
rights in relation to the issue of the Placing Shares on a non
pre-emptive basis. A general meeting of the Company is expected to
be held at the offices of DLA Piper UK LLP at Princes Exchange,
Princes Square, Leeds LS1 4BY at 10.00 a.m. on 9 February 2015 (the
"General Meeting"). A Circular containing details of the proposed
Placing and the notice of the General Meeting will be sent to
shareholders shortly.
In the event that the Resolutions are not passed, the Company,
in consultation with Jefferies, may elect to proceed with the
Placing of a smaller number of Ordinary Shares on the basis of the
authority to allot Ordinary Shares and disapplication of
pre-emption rights granted at the last annual general meeting of
the Company.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that, subject to, inter alia, the passing of the resolutions at the
General Meeting, admission to AIM will become effective in respect
of, and that dealings on AIM will commence in, the Placing Shares,
on or around 10 February 2015.
The Placing is conditional upon, amongst other things, the
resolutions being passed, the Admission becoming effective and the
Placing Agreement between the Company and Jefferies becoming
unconditional and not being terminated, in accordance with its
terms.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
choosing to participate in the Placing and by making an oral and
legally binding offer to acquire Placing Shares, institutional
investors will be deemed to have read and understood this
announcement in its entirety, including the Appendix, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in the Appendix to this
announcement.
background to and reasons for the placing
The net proceeds of the Placing are intended to be used to allow
the development and launch of Tissue Regenix's human meniscus and
human ligament products, the expansion of the direct salesforce for
DermaPure(R), in addition to the continued development and
commercialisation of the Company's porcine-derived products.
The Board believes that raising equity finance using the
flexibility provided by a non pre-emptive placing is the most
appropriate and optimal structure for the Company at this time.
This allows both existing institutional holders and new
institutional investors the opportunity to participate in the
Placing and avoids the requirement for a prospectus, which is a
costly and time consuming process.
Use of Proceeds
As reported in the Company's interim results announced on 29
October 2014, the Company had existing cash resources as at 31 July
2014 of GBP15 million. As at 31 December 2014, the Company had cash
resources of GBP11 million. As planned, the Company expects to
continue to use its cash resources to fund its development
programmes, and expects cash utilisation to increase over the
coming years as the programmes progress through pre-clinical and
clinical trials.
The Company currently envisages the following specific areas to
which the net proceeds of the Placing will be applied, split
broadly evenly between those areas, to be as follows:
-- to further commercialise the wound care products with
additional direct sales representatives being hired to deploy
DermaPure(R), and to fund the launch of the porcine general
surgical patch product, SurgiPure(R), in the US.
-- to fund the development, manufacturing set-up, launch, sales
& marketing and working capital build of the human meniscus
product in the US.
-- to fund the development, manufacturing set-up, launch, sales
& marketing and working capital build of the human ligament
product in the US.
Tissue Regenix's strategic progress
Tissue Regenix's current strategy is centered on the development
and application of its dCELL(R) technology, using human and
porcine-derived products both in the US and EU, with a
concentration on the core focus areas of wound care and
orthopaedics.
Underpinning the development and commercialisation strategy is
Tissue Regenix's intellectual property portfolio. The core
decellularisation process, which encompasses all of the Company's
products, is covered by a process patent. The Company also files,
where possible, individual product patents. In addition,
significant know-how is retained within the Company.
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