TIDMTRX
RNS Number : 8823C
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")
Results of Placing
Pursuant to the announcement released earlier today, Tissue
Regenix (AIM:TRX) is pleased to announce that it has successfully
placed a total of 105,263,158 new ordinary shares of 0.5 pence each
(the "Placing Shares") at a price of 19 pence per Placing Share
with certain new and existing institutional investors (the
"Placing"), raising total gross proceeds of approximately GBP20
million. The Placing Shares being issued represent approximately
13.9 per cent. of the expected enlarged issued share capital of the
Company. It is intended that the net proceeds of approximately
GBP19.2 million will be used by Tissue Regenix 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.
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 10.00 a.m. on 9
February 2015 at 10 a.m. (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.
Further details of the Placing are set out in the announcement
released earlier today.
Jefferies International Limited ("Jefferies") is acting as
bookrunner and agent in relation to the Placing.
Following admission, it is expected that Tissue Regenix will
have 759,386,189 Ordinary Shares in issue. This figure may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
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
Important Notice
This announcement has been issued by, and is the sole
responsibility of, the Company. This announcement is for
information only and does not constitute an offer or invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction in which such
an offer or solicitation is unlawful, including without limitation,
the United States, Australia, Canada, the Republic of South Africa
or Japan.
No prospectus or admission document will be made available in
connection with the matters contained in this announcement.
Jefferies which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no-one else
in relation to the Placing, and will not be responsible to any
other person for providing the protections afforded to its clients
nor for providing advice in connection with the matters contained
in this announcement. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Jefferies, or
by any of its affiliates or agents, as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The distribution of this announcement and the placing of the
Placing Shares as set out in this announcement may be restricted by
law in certain jurisdictions. No action has been taken by the
Company or Jefferies that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required
Persons into whose possession this announcement comes are required
by the Company and Jefferies to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement is directed only at persons (i) having
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who are high net worth
entities falling within Article 49(2)(a) to (d) of the Order, and
other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant
persons"). This announcement must not be acted on or relied on in
the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this
announcement is only addressed to and directed at persons who are
'qualified investors' within the meaning of Article 2(1 )(e) of the
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in the Relevant Member State) and includes any relevant
implementing measure in each Relevant Member State) (the
"Prospectus Directive") ("Qualified Investors").
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia).
This announcement does not constitute or form part of an offer
of, or solicitation to purchase or subscribe for, securities in the
United States. The Placing Shares may not be offered, sold or
transferred, directly or indirectly, within the United States
absent registration under the US Securities Act of 1933 (the
"Securities Act") or an exemption therefrom. The Company has not
registered and does not intend to register any of the Placing
Shares under the Securities Act. No money, securities or other
consideration is being solicited from any person inside the United
States and, if sent in response to the information herein, will not
be accepted. The Placing Shares will not be offered or sold to the
public in the United States
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that the earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of Ordinary Shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
Forward-Looking Statements
Certain statements included in this announcement contain
forward-looking information concerning the Company's strategy,
operations, financial performance or condition, outlook, growth
opportunities or circumstances in the sectors or markets in which
the Company operates. By their nature, forward-looking statements
involve uncertainty because they depend on future circumstances,
and relate to events, not all of which are within the Company's
control or can be predicted by the Company. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Actual results could
differ materially from those set out in the forward-looking
statements. Nothing in this announcement should be construed as a
profit forecast and no part of these results constitutes, or shall
be taken to constitute, an invitation or inducement to invest in
the Company, and must not be relied upon in any way in connection
with any investment decision. Any forward-looking statements made
herein by or on behalf of the Company speak only as of the date
they are made. Except as required by the FCA, AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any
changes in events, conditions or circumstances on which any such
statement is based.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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