TIDMTRX
RNS Number : 5083W
Tissue Regenix Group PLC
18 April 2023
Tissue Regenix Group plc
('Tissue Regenix' or the 'Company')
Proposed Share Reorganisation Timetable
Tissue Regenix Group plc (AIM: TRX), the regenerative medical
device company, announces further details of its proposed Share
Reorganisation (defined below) including the proposed timetable.
The Share Reorganisation was originally notified in the Company's
Notice of Annual General Meeting, which was made available
electronically to shareholders on 21 March 2023 .
The Annual General Meeting ('AGM') will be held on 27 April 2023
at 11.00 a.m. (BST) at the offices of DLA Piper UK LLP, 160
Aldersgate St, Barbican, London EC1A 4HT.
The letter to shareholders, including details of Proxy voting,
is available to view on the Company's website here:
https://www.tissueregenix.com/investors/shareholder-centre/agm-information/
. All shareholders are encouraged to submit their vote
electronically using this link: www.signalshares.com . Details of
how to do this are contained in the Notice of AGM.
Proposed Share Reorganisation
The rationale for the proposed Share Reorganisation is as set
out in the Company's results dated 21 March 2023:
"The Company currently has 7,035,794,890 Existing Ordinary
Shares of 0.1 pence each in issue. The middle market share price of
each Ordinary Share as at close on 20 March 2023 was 0.605 pence,
giving a market capitalisation of GBP42.57 million. The Directors
consider that the number of Existing Ordinary Shares is not only
unwieldly in volume for a company of Tissue Regenix's market
capitalisation; however, when combined with the prevailing share
price, is not conducive to an orderly market. The Directors believe
that both these factors may have the potential to cause a
de-stabilising effect on the share price due to small trading
volumes having a disproportionate effect on share prices.
The Board believes that a consolidation of the Company's
Ordinary Share Capital will result in a more appropriate number of
shares in issue for the Company. Accordingly, the Board has
proposed a capital reorganisation in early 2023, which will result
in shareholders holding one new Ordinary Share for every 100
existing Ordinary Shares...
The Board anticipates that the [Share Reorganisation] may also
help to make the Company's shares more attractive to investors and
may result in a narrowing of the bid/offer spread, thereby
improving liquidity."
To reduce the number of issued Ordinary Shares to a more
appropriate number, the Company is proposing (through Resolutions
10, 11 and 13 set out in the Notice of AGM) a 100:1 share
consolidation, whereby, for every one hundred ordinary shares of
GBP0.001 each that are held in the capital of the Company
('Existing Ordinary Shares'), shareholders will receive one new
ordinary share of GBP0.001 each ('New Ordinary Share') and one new
class 2 deferred share of GBP0.099 each ('Class 2 Deferred Share')
('Share Reorganisation').
Details of the Share Reorganisation
Under the Share Reorganisation, 10 new Existing Ordinary Shares
will be issued at a price equal to the middle market share price of
the Existing Ordinary Shares on the trading day immediately prior
to their issuance. This allotment is being undertaken to ensure
that the Company's ordinary share capital immediately prior to the
Share Reorganisation will be exactly divisible by 100, such that an
exact whole number of Consolidated Shares will be issued. As these
additional Existing Ordinary Shares would only represent an
entitlement to a fraction of a New Ordinary Share, this fraction
will be sold pursuant to the arrangements for fractional
entitlements described below. As a result of this allotment the
number of Existing Ordinary Shares in issue immediately prior to
the General Meeting will be 7,035,794,900. Then, every 100 Existing
Ordinary Shares that are in issue at the Record Date (as such term
is defined below) will be consolidated ('Consolidation') into a
consolidated ordinary share of GBP0.10 each ('Consolidated
Shares'). Each Consolidated Share will subsequently be subdivided
('Subdivision') into one New Ordinary Share and one Class 2
Deferred Share.
Most shareholders will not, at the Record Date, hold a number of
Existing Ordinary Shares that are exactly divisible by the
consolidation ratio. The result of the Share Reorganisation, if
approved, will be that such shareholders will be left with a
fractional entitlement to a resulting New Ordinary Share. Where the
proceeds to which a shareholder would be entitled from the sale of
the fractional entitlements would amount to less than GBP5.00, in
accordance with the Articles, such amounts will not be distributed
to the relevant shareholders and will be aggregated and donated to
charity by the Company.
The New Ordinary Shares will have the same rights and
restrictions as the Existing Ordinary Shares as set out in the
Amended Articles (as such term is defined in Resolution 13 of the
Notice of AGM). Save for changes resulting from fractional
entitlements, each shareholder's pro rata holding of the share
capital of the Company will not change as a result of the Share
Reorganisation.
The Class 2 Deferred Shares will have the same rights and
restrictions as the Company's existing deferred shares. These
rights are minimal, thereby rendering the Class 2 Deferred Shares
effectively valueless for all practical purposes. The rights and
restrictions attached to the Class 2 Deferred Shares are set out in
full in the Amended Articles. The Class 2 Deferred Shares carry no
voting rights, no right to participate in dividends and shall only
be entitled to participate in a return of capital on a winding up
of the Company, where the holders of New Ordinary Shares have
received a sum of at least GBP1,000,000 per New Ordinary Share
held. The Class 2 Deferred Shares will not be admitted to trading
on AIM. There are no immediate plans to purchase or cancel the
Class 2 Deferred Shares or existing deferred shares, although the
Directors propose to keep this under review.
The entitlements of holders of securities or instruments
convertible into Ordinary Shares (such as share options and
warrants in the Company) will be adjusted to reflect the Share
Reorganisation. The Company is separately notifying these holders
of the Share Reorganisation.
Application will be made to the London Stock Exchange for the
(1) 10 new Existing Ordinary Shares and the (2) New Ordinary Shares
to be admitted to trading on AIM ('Admission').
Subject to Resolutions 10, 11 and 13 being passed, dealings in
the Existing Ordinary Shares will cease at 6.00 p.m. (BST) on 27
April 2023, and it is expected that admission will become effective
and that dealings in the New Ordinary Shares will commence at 8.00
a.m. (BST) on 28 April 2023. Following Admission, the share capital
of the Company will be comprised of 70,357,949 New Ordinary
Shares.
Each New Ordinary Share shall carry one vote on a poll taken at
a general meeting. No Existing Ordinary Shares are held in
treasury, and therefore, it is not expected that there will be any
New Ordinary Shares held in treasury immediately following the
Share Reorganisation. Accordingly, the total number of voting
rights immediately following the Share Reorganisation will be
70,357,949, and this figure may be used by shareholders as the
denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Tissue Regenix under the FCA's Disclosure Guidance and
Transparency Rules.
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates, in respect of the New
Ordinary Shares, will be issued by first class post at the risk of
the shareholder within 10 business days of Admission. No
certificates will be issued in respect of the Class 2 Deferred
Shares, nor will CREST accounts of shareholders be credited in
respect of any entitlement to the Class 2 Deferred Shares. No
application will be made for the Class 2 Deferred Shares to be
admitted to trading on AIM or any other investment exchange.
A CREST shareholder will have their CREST account credited with
their New Ordinary Shares following Admission, which is expected to
be on 28 April 2023.
Expected Timetable of Principal Events
Publication of Notice of AGM 21 March 2023
Latest time and date for return of Form 11.00 a.m. (BST) on
of Proxy for AGM 25 April 2023
-------------------------
AGM 11.00 a.m. (BST) on
27 April 2023
-------------------------
Announcement of the result of AGM 27 April 2023
-------------------------
Record Date and final date for trading 6.00 p.m. (BST) on 27
in Existing Ordinary Shares April 2023
-------------------------
Expected Admission to trading on AIM 8.00 a.m. (BST) on 28
of the New Ordinary Shares arising from April 2023
the Share Reorganisation
-------------------------
Despatch of definitive share certificates Within 10 business days
in respect of the New Ordinary Shares of Admission
to be held in certificated form, if applicable
-------------------------
Notes
1 Other than those times and dates which precede the date of
this announcement, the above times and/or dates are indicative only
and may change. If any of the above times and/or dates change, the
revised times and/or dates will be notified by announcement through
a Regulatory Information Service.
2 All the above times refer to London time unless otherwise stated.
3 All events listed in the above timetable concerning the Share
Reorganisation are conditional on the passing of Resolutions 10, 11
and 13 at the Annual General Meeting.
Proposed Capital Reorganisation
Number of Existing Ordinary Shares in issue
at the date of this announcement 7,035,794,890
Number of Existing Ordinary Shares expected
to be in issue on the Record Date 7,035,794,900
-----------------------
Conversion ratio of Existing Ordinary Shares
to Consolidated Shares 100:1
-----------------------
Subdivision of each Consolidated Share into one New Ordinary
Share and one Class
2 Deferred Share
-----------------------
Total number of New Ordinary Shares in
issue following Share Reorganisation 70,357,949
-----------------------
Nominal value of each Existing Ordinary GBP0.001
Share
-----------------------
Nominal value of each New Ordinary Share GBP0.001
-----------------------
ISIN code for New Ordinary Shares GB00BNTXR104
-----------------------
SEDOL code for Consolidated Shares BNTXR10
-----------------------
-Ends-
For more information:
Tissue Regenix Group plc www.tissueregenix.com
Daniel Lee, Chief Executive Officer Via Walbrook PR
finnCap Ltd (Nominated Adviser and Broker)
Emily Watts/Geoff Nash/George Dollemore -
Corporate Finance
Nigel Birks/Harriet Ward - ECM
Walbrook PR (Financial PR & IR) Tel: +44(0)20 7933 8780
Alice Woodings/Lianne Applegarth TissueRegenix@walbrookpr.com
About Tissue Regenix (www.tissueregenix.com)
Tissue Regenix is a leading medical device company in the field
of regenerative medicine. The Company's patented decellularisation
technology ('dCELL(R)') removes DNA and other cellular material
from animal and human soft tissue, leaving an acellular tissue
scaffold that is not rejected by the patient's body and can then be
used to repair diseased or damaged body structures. Current
applications address many critical clinical needs in sports
medicine, foot and ankle and wound care.
In August 2017, Tissue Regenix acquired CellRight
Technologies(R), a biotech company that specialises in regenerative
medicine and is dedicated to the development of high-quality,
innovative tissue scaffolds, which can enhance healing
opportunities in defects created by trauma and disease. CellRight's
human tissue products may be used in spine, trauma, general
orthopaedic, dental and ophthalmological surgical procedures.
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END
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