TIDMTRX
RNS Number : 7333N
Tissue Regenix Group PLC
22 May 2020
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
22 May 2020
Tissue Regenix Group plc
("Tissue Regenix", the "Group" or the "Company")
Confirmation of successful fundraising of GBP 14.6 million(1)
Tissue Regenix announces that the Fundraise, further details of
which are contained in the Company's announcement on 21 May 2020
(the "Fundraise Launch Announcement"), has now closed. Following
significant excess demand, the Company has increased the overall
size of the Fundraise. The Company has therefore conditionally
raised gross proceeds of GBP14.6 million(1) through the successful
placing and subscription of 5,848,026,212 Ordinary Shares(1) (the
"New Ordinary Shares") with certain existing and new investors at a
price of 0.25 pence per New Ordinary Share (the "Issue Price"). A
total of 4,800,026,212 New Ordinary Shares in the capital of the
Company (the "Placing Shares") have been placed by Stifel Nicolaus
Europe Limited ("Stifel") and Allenby Capital Limited (acting as
Stifel's sub-placing agent) at the Issue Price.
Concurrent with the Placing, certain retail and other investors
have subscribed in the offer made by the Company via the PrimaryBid
platform for a total of 800,000,000 New Ordinary Shares (the
"Retail Shares") at the Issue Price (the "Retail Offer"). The
additional funds raised as a result of the increase in the size of
the Fundraise will be used for general working capital
purposes.
As announced in the Fundraise Launch Announcement, the Company
is currently in a close period under MAR pending announcement of
its annual results to 31 December 2019. In consequence of that,
whilst certain members of the Board are keen to participate in the
Fundraise, they are not currently permitted to under the MAR
framework. However, the Board recognise the importance of Director
participation for Shareholders and, as such, certain members of the
Board intend to subscribe for the Subscription Shares at the first
available opportunity following the publication of the annual
results to 31 December 2019. This subscription is expected to total
GBP 620,000 in respect of 248,000,000 New Ordinary Shares and will
be carried out at the Issue Price on identical terms as those of
the Placing.
The Fundraise is conditional on, amongst other things, the
passing of the Placing Resolutions to be proposed at a general
meeting expected to be held at the offices of of Squire Patton
Boggs (UK) LLP, 6 Wellington Place, Leeds at 12 p.m. on 9 June 2020
(the "General Meeting"). A circular which will provide further
details of the Fundraising and will include a notice convening the
General Meeting (the "Circular"), is expected to be sent to
shareholders and be available on the Company's website in the
coming few days.
Gareth Jones interim CEO of Tissue Regenix commented: "We are
extremely pleased with the support shown by both new and existing
investors as part of this Fundraise. We continue to experience
strong demand for our products. This injection of additional
capital will allow for the commencement of the planned
manufacturing capacity expansion in the US enabling us to increase
the output of our San Antonio facility, unlock additional revenues
and realise new partnership opportunities we foresee potentially
emerging. Not only do we expect this investment to provide the
capacity required to scale our business and drive our commercial
success, it will also increase the number of patients who can
benefit from our broadened product portfolio."
Expected timetable
Posting of the Circular and Form of 22 May 2020
Proxy
Latest time and date for receipt of 12.00 p.m. on 9 June 2020
Forms of Proxy
for the General Meeting
Time and date of General Meeting 12.00 p.m. on 9 June 2020
Admission and commencement of dealings 8.00 a.m. on 10 June 2020
in the
New Shares
Shareholder interests
IP Group holding, as at the date of this Announcement, directly
or indirectly, 10 per cent. or more of the Existing Ordinary Shares
is participating in the Fundraising at the Issue Price as
follows:
Before Admission After Admission
Number of Percentage Number of Percentage
Existing Ordinary of existing Ordinary Shares* of Enlarged
Shares issued share Share Capital*
capital
------------------- -------------- ------------------ ----------------
IP Group 160,837,567 13.72% 960,837,567 13.69%
------------------- -------------- ------------------ ----------------
(*) Assuming completion of the director subscription referred to
above and that no further shares are issued between this
Announcement and Admission
The participation by IP Group in the Fundraising constitutes a
related party transaction for the purposes of the AIM Rules. The
Directors, having consulted with the Company's nominated adviser,
Stifel, consider that the terms of the related party transaction
are fair and reasonable insofar as Shareholders are concerned.
Total voting rights
Following admission of the New Ordinary Shares the number of
Ordinary Shares in issue and number of voting rights will be
7,019,997,534 . The above figure may be used by shareholders as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
to their interest in, the Company under the Financial Conduct
Authority's Disclosure and Transparency Rules.
Unless otherwise defined, definitions contained in this
announcement have the same meaning as set out in the Fundraise
Launch Announcement.
(1) Assumes the completion of the subscription by the Directors
as referred to above
Enquiries
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 Bookrunner)
Jonathan Senior / Ben Maddison / Alex
Price
========================================== =====================
FTI Consulting Tel: 0203 727 1000
Simon Conway / Victoria Foster Mitchell
/ Mary Whittow
========================================== =====================
Allenby Capital Limited (Sub-placing Tel: 0203 328 5656
agent)
James Reeve / Tim Sohal
========================================== =====================
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.
IMPORTANT NOTICES
Stifel is acting as nominated adviser, broker and bookrunner to
the Fundraise, as agent for and on behalf of the Company. Stifel is
regulated in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to the customers of Stifel for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arrangement referred to in it. Stifel is not
acting for the Company in relation to the PrimaryBid Offer. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase Placing Shares, PrimaryBid Shares or
Subscription Shares.
Forward--looking statements
Some of the statements in this announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
By their nature, forward--looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward--looking statements are not guarantees of future
performance and the Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group operates are consistent with the forward looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Accordingly, prospective investors should not rely on these
forward--looking statements.
These forward looking statements speak only as of the date of
this announcement. The Company undertakes no obligation to publicly
update or review any forward looking statement, whether as a result
of new information, future developments or otherwise, unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent written and oral forward looking statements
attributable to the Group or individuals acting on behalf of the
Group are expressly quali ed in their entirety by this paragraph.
Prospective investors should speci cally consider the factors
identi ed in this announcement which could cause actual results to
di er from those indicated or suggested by the forward looking
statements in this announcement before making an investment
decision.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions. This announcement does not constitute or form
part of any o er or invitation to sell or issue, or any
solicitation of any o er to purchase or subscribe for securities in
the United States, Australia, Canada, the Republic of South Africa,
New Zealand, Japan or in any jurisdiction to whom or in which such
o er or solicitation is unlawful.
The securities to which this announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be o ered or sold
within the United States unless 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 and in
compliance with applicable state laws. There will be no public o er
of the securities in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan and, subject to certain
exceptions, may not be o ered or sold within Australia, Canada, the
Republic of South Africa, New Zealand or Japan or to any national,
resident or citizen of Australia, Canada, the Republic of South
Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing, the PrimaryBid O er, the Subscription and Admission,
and nothing in this announcement shall be relied upon as a promise
or representation in this respect, whether as to the past or the
future (without limiting the statu tory rights of any person to
whom this announcement is issued). Stifel does not accept any
liability whatsoever for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information from this announcement for which the Company
and the Directors are solely responsible.
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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(END) Dow Jones Newswires
May 22, 2020 02:00 ET (06:00 GMT)
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