TIDMTRX
RNS Number : 0471B
Tissue Regenix Group PLC
04 June 2019
Tissue Regenix Group plc
Secures Credit Facilities of up to $20m
Leeds, 4 June 2019 - Tissue Regenix Group (AIM:TRX) ("Tissue
Regenix", or the "Company" and together with its subsidiaries, the
"Group"), the regenerative medical devices company, announces that
it has and certain of its subsidiaries have unconditionally entered
into agreements with MidCap Financial Trust ("MidCap Financial") to
access a revolving credit facility and a term loan credit facility
(the "Facilities") of up to $20 million. Funding of $10.5 million
is initially available to the Group, of which it plans to draw down
an initial $7.5 million immediately.
Use of Proceeds
The initial net proceeds of the Facilities and any further
funding drawn down in due course, will be used to invest in
additional capital expenditure to sustain future business growth,
generate further clinical and health economic real world data to
support brand differentiation within dCELL and BioRinse, and for
general corporate and working capital purposes.
Terms of the Facilities
The Facilities will consist of a $15.0 million secured, 5-year
term loan (the "Term Loan"), and a $3.0 million revolving line of
credit with a potential further $2.0 million (the "Revolver").
Under the terms of the agreements, the Term Loan will be divided
into three tranches, which will become available, dependent on
certain conditions being met. Tranche one consists of $7.5 million
("Tranche One"). Tranche two consists of $5.0 million and is
available from February 2020 to April 2020 ("Tranche Two"). The
final tranche of $2.5 million is available from February 2021 to
April 2021 ("Tranche Three").
Under the terms of the Term Loan, the three tranches are
dependent on the following conditions:
a) Tranche One, unconditional and drawn down immediately
following execution of the agreements for the Facilities;
b) Tranche Two, to be drawn between February and April 2020,
contingent upon $5.0 million net equity proceeds and subject to
agreed revenue targets for the from dCELL and BioRinse product
sales; and
c) Tranche Three, to be drawn between February and April 2021,
contingent upon agreed revenue targets from dCELL and BioRinse
product sales.
The Term Loan is interest-only for the first 12 months from
closing with a 12 month interest-only extension available upon
satisfying certain conditions followed by straight-line
amortisation. Interest on the outstanding balance of the Term Loan
shall be payable at an annual rate of one month US LIBOR plus 6.75%
subject to a one month US LIBOR floor of 2.25%.
The Revolver will be available for 60 months, which provides a
further $3.0m available at close and draw down at the Company's
discretion, subject to sufficient borrowing base
(accounts-receivable and finished-goods inventory) being available
as security for the loan. The Revolver also includes a $2m
uncommitted element. Interest on the outstanding balance of the
Revolver will be payable monthly in arrears at an annual rate of
one month US LIBOR plus 4.5% subject to a one month US LIBOR floor
of 2.25%, with an annual rate of 0.5% payable on the capital amount
exercised but undrawn on the Revolver, payable monthly in
arrears.
Additionally, the Company has agreed to grant MidCap Funding
XXVIII Trust with 3.00% warrant coverage (the "Warrants") on the
$15.0 million Term Loan, representing approximately $0.45 million
in total. The Company entered into a warrant instrument with MidCap
Funding XXVIII Trust on 3 June 2019 (the "Warrant Instrument") for
the first $7.5m of the Term Loan drawn. The exercise price for the
warrants in the Warrant Instrument is equal to the ten day VWAP for
the ten previous days ahead of execution of the Warrant Instrument.
Similar warrant instrument agreements will be entered into on the
drawdown of Tranche Two and Tranche Three.
Steve Couldwell CEO of Tissue Regenix commented: "I am pleased
that we have secured access to these credit facilities, which will
enable the Company to continue meeting the growing demand for our
products. It also allows us to focus on our stated strategy and
further invest in the growth of the business as we strive to reach
profitability in the near term, whilst limiting dilution for
shareholders."
"These proceeds will be invested in the commercialisation and
development of the business, as well as undertaking real world
clinical data collection programs which we believe will highlight
the differentiated characteristics of our dCELL(R) and BioRinse
products. We will work closely with MidCap Financial to ensure the
utilisation of the facilities work in the best interest of current
shareholders and the Company."
The information contained in this Announcement is inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014. Upon publication of this Announcement, this inside
information is now considered to be in the public domain.
For more Information:
Tissue Regenix Group plc Tel: 0330 430 3073 /
Caitlin Pearson, Head of Communications 07920272441
--------------------------------------------- ---------------------
Stifel Nicolaus Europe Limited (Nominated Tel: 0207 710 7600
Adviser and Broker)
Jonathan Senior / Alex Price / Ben Maddison
--------------------------------------------- ---------------------
FTI Consulting Tel: 0203 727 1000
Brett Pollard / Victoria Foster Mitchell
/ Mary Whittow
============================================= =====================
About Tissue Regenix
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, UK. The Company's
patented decellularisation ('dCELL(R) ') technology removes DNA and
other cellular material from animal and human soft tissue leaving
an acellular tissue scaffold which is not rejected by the patient's
body and can then be used to repair diseased or worn out body
parts. Current applications address many critical clinical needs
such as sports medicine, heart valve replacement and wound
care.
In November 2012 Tissue Regenix Group plc set up a subsidiary
company in the United States - 'Tissue Regenix Wound Care Inc.' and
January 2016 saw the establishment of joint venture GBM-V, a multi-
tissue bank based in Rostock, Germany.
In August 2017 Tissue Regenix acquired CellRight Technologies(R)
, a biotech company that specialises in regenerative medicine and
is dedicated to the development of innovative osteoinductive and
wound care scaffolds that enhance healing opportunities of defects
created by trauma and disease. CellRight's human osteobiologics may
be used in spine, trauma, general orthopedic, foot & ankle,
dental, and sports medicine surgical procedures.
About MidCap Financial Trust
MidCap Financial Trust is a middle market-focused, specialty
finance firm that provides senior debt solutions to companies
across all industries. MidCap Financial is headquartered in
Bethesda, MD, with offices in Chicago and Los Angeles, and provides
a broad array of products intended to finance growth and manage
working capital. For more information, visit
www.midcapfinancial.com.
MidCap Financial Trust refers to MidCap FinCo Designated
Activity Company, a private limited company domiciled in Ireland,
and its subsidiaries, including MidCap Financial Services, LLC.
MidCap Financial Services, LLC employs all personnel and provides
sourcing, due diligence and portfolio management services to MidCap
FinCo Designated Activity Company pursuant to a services agreement.
MidCap Financial is managed by Apollo Capital Management, L.P., a
subsidiary of Apollo Global Management, pursuant to an investment
management agreement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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