TIDMTRX
RNS Number : 7275L
Tissue Regenix Group PLC
21 July 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
The information contained herein is not for release, directly or
indirectly, in or into the United States of America, Australia,
Canada, Japan or the Republic of South Africa. This document (and
the information contained herein) does not contain or constitute an
offer of securities for sale, or solicitation of an offer to
purchase securities, in the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction where
such an offer or solicitation would be unlawful. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States unless the
securities are registered under the Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. No public offering
of the securities will be made in the United States.
Tissue Regenix Group plc
Confirmation of successful fundraising of GBP40 million
Leeds, 21 July 2017 - Pursuant to the announcement released on
20 July 2017, Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix"
or the "Company") is pleased to announce that it has successfully
raised gross proceeds of GBP40 million through the Placing and
Subscription of 400,000,000 new ordinary shares of 0.5 pence each
at a price of 10 pence per new ordinary share. The Offer comprises
of 395,400,000 Placing Shares and 4,600,000 Subscription Shares
(together the "New Ordinary Shares"). Each of John Samuel, Alan
Miller, Antony Odell, Jonathan Glenn, Paul Devlin, Steven Couldwell
and Shervanthi Homer-Vanniasinkam have participated in the
Subscription, further details of which are set out below. The Offer
represents approximately 34.5 per cent. of the expected enlarged
issued share capital of the Company.
The proceeds from the Placing will be used to finance the
conditional acquisition of CellRight Technologies, a US
regenerative medicine business focused on the development and
commercialisation of a range of human tissue products based on
proprietary bone processing techniques and soft tissue products for
clinical applications in spine, dental, sports medicine and general
surgery, for a total consideration of up to $30 million (GBP23
million)(1) . The remaining funds will be used to accelerate the
growth of the Enlarged Group and provide working capital to support
the on-going commercialisation of the Group's existing programmes.
The Acquisition will expand the market opportunity of the Enlarged
Group and accelerate it towards its target of achieving
profitability in 2020 2.
Due to the size of the Offer, the Offer is conditional, inter
alia, on the passing of certain resolutions by shareholders of the
Company at a general meeting expected to be convened at the offices
of DLA Piper UK LLP, Princes Exchange, Leeds LS1 4BY on Tuesday 8
August 2017 at 9 am (the "General Meeting"). A Circular containing
details of the Offer, the Acquisition and the Rule 9 Waiver and the
notice of the General Meeting will be sent to shareholders
shortly.
Application will be made to the London Stock Exchange for the
New Ordinary 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 New Ordinary Shares, on or around 9 August 2017.
Further details of the Offer and Acquisition are set out in the
announcement released on 20 July 2017.
Jefferies International Limited is acting as bookrunner, broker
and nominated adviser in connection with the Placing and WG
Partners LLP is acting as placement agent. The Offer is not being
underwritten.
Director's Interest
Following the completion of the Offer, the directors' holdings
will be as set out in the table below:
Number Number Percentage
of Ordinary of Subscription Number of Enlarged
Shares Shares of Ordinary Share Capital
currently subscribed Shares immediately
held prior pursuant following following
to Offer to Offer Offer Offer
John Samuel 24,276,928 2,000,000 26,276,928 2.26%
Alan Miller 21,886,988 1,000,000 22,886,988 1.97%
Antony Odell 5,572,800 150,000 5,722,800 0.49%
Jonathan Glenn - 600,000 600,000 0.05%
Paul Devlin - 300,000 300,000 0.03%
Steven Couldwell - 300,000 300,000 0.03%
Shervanthi
Homer-Vanniasinkam - 250,000 250,000 0.02%
Randeep Singh - - - -
Grewal
Total Voting Rights
Following the issue of the New Ordinary Shares, the Company's
issued share capital will comprise 1,161,068,755 ordinary shares of
0.5 pence each. The total number of voting rights in the Company
will be 1,161,068,755. 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 share capital of the Company under the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority.
Related Party Transaction
Invesco Asset Management Limited acting as agent for its
discretionary managed clients including the Invesco Funds ("IAML"),
IP Group plc ("IP Group") and Woodford Investment Management
Limited acting as agent for its discretionary managed clients
("Woodford") are related parties of the Company for the purposes of
the AIM Rules by virtue of their status as substantial shareholders
of the Company pursuant to the AIM Rules. Invesco Perpetual High
Income Fund and Invesco Perpetual Income Fund (affiliates of IAML),
IP2IPO Limited (an affiliate of IP Group) and Woodford have agreed
to subscribe for 125,381,588, 50,000,000 and 139,000,000 New
Ordinary Shares respectively as part of the Offer, conditional on
Admission. Taking into account the related party transactions noted
above, the Directors consider, having consulted with Jefferies, the
Company's nominated adviser, that the terms of the Placing with
such related parties are fair and reasonable in so far as its
Shareholders are concerned.
Unless expressly defined in this announcement, all capitalised
terms used in this announcement have the meanings stated in the
announcement made on 20 July 2017 entitled "Acquisition of
CellRight Technologies, proposed placing and subscription of new
Ordinary Shares at a price of 10 pence per share to raise
approximately GBP40 million and approval of waiver of obligations
under Rule 9 of the Takeover Code".
(1) The rate of exchange used for information in this
announcement is US$ 1.3039 to GBP1.00, as published in the Daily
Official List of the London Stock Exchange on 19 July 2017.
(2) This is not a profit forecast and has not been reported on
under Rule 28 of the Takeover Code.
For more Information:
Tissue Regenix Group plc Tel: 07920 272 441
Caitlin Pearson, Corporate Communications Director
Jefferies International Limited (Nomad and broker) Tel: 020 7029 8000
Simon Hardy
Lee Morton
Christopher Binks
WG Partners Tel: 020 3705
Claes Sprang / Nigel Barnes 9321
FTI Consulting Tel: 020 3727
Ben Atwell / Brett Pollard / Mo 1000
Noonan / Rob Winder
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 New
Ordinary 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 New
Ordinary Shares or possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary 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 New Ordinary 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 New Ordinary
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 New Ordinary 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 New Ordinary 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
Statements contained herein may constitute "forward-looking
statements". Forward-looking statements are generally identifiable
by the use of the words "may", "will", "should", "plan", "expect",
"anticipate", "estimate", "believe", "intend", "project", "goal" or
"target" or the negative of these words or other variations on
these words or comparable terminology.
Forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors that could cause Tissue
Regenix's or its industry's actual results, levels of activity,
performance or achievements to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Tissue
Regenix does not undertake publicly to update or revise any
forward-looking statement that may be made herein, whether as a
result of new information, future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIKMGZNVMRGNZG
(END) Dow Jones Newswires
July 21, 2017 03:05 ET (07:05 GMT)
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