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Schedule One - Renalytix AI plc

19 Oct 2018 11:00

RNS Number : 6170E
AIM
19 October 2018
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Renalytix AI plc ("RenalytixAI" or the "Company")(AIM: RENX)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Avon House

19 Stanwell Road

Penarth

Cardiff

United Kingdom

CF64 2EZ

 

COUNTRY OF INCORPORATION:

 

United Kingdom

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

https://renalytixai.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Renalytix AI is a developer of artificial intelligence ("AI") decision support and clinical management tools for improving early diagnosis, continual monitoring and drug development for kidney disease.

 

The Company was incorporated in March 2018 as a wholly-owned subsidiary of EKF Diagnostics Holdings plc ("EKF"), the AIM-quoted point-of-care diagnostics business. The Company's creation was the first step in EKF's announced strategy to spin-out certain biomarker and AI technology to facilitate its further development and commercialisation.

 

RenalytixAI is currently working in collaboration with world-leading medical institutions to secure the commercial launch of two revolutionary products, KidneyIntelX™ and KidneyIntelXAPOL1, which are expected to be the first FDA-cleared AI products for kidney diagnostics. Subject to funding, the Company is also expecting to develop further products around the area of renal disease - including a new product aimed at assessing the type and amount of immunosuppression drugs needed by patients who have undergone kidney transplant surgery (FractalDx).

 

The Company's main country of operation is the United States.

 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Ordinary shares of 0.25 pence each.

 

Admission price of 121 pence per share.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Equity fund-raise via a placing and subscription of not less than £21 million and up to £3.5 million by way of a restricted offer, with the total fundraising in the range £21 - 25 million.

 

Estimated market capitalisation on Admission - c. £67.5- £71.0 million (assuming take-up in full of the restricted offer).

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

TBC %

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

Not applicable.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Julian Huw Baines - Non-executive Chairman

 

James Renwick McCullough - Chief Executive Officer

 

Fergus Fleming - Chief Technical Officer

 

Barbara Therese Murphy - Non-executive Director

 

Erik Kristian Lium - Non-executive Director

 

Christopher Harwood Mills - Non-executive Director

 

Richard Anthony Evans - Non-executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

% of issued share capital before admission

% of issued share capital following admission(3)

Icahn School of Medicine at Mount Sinai

19.0%

TBC

EKF Diagnostics Holdings Plc(1)

Nil

TBC

Cooley (UK) LLP/ for relevant EKF Shareholders(2)

59.2%

[37.4 - 39.7%]

James McCullough

8.1%

TBC

O. James Sterling

5.4%

TBC

Julian Baines

3.2%

TBC

Christopher Mills

Nil

TBC

Lombard Odier & Co Ltd

Nil

TBC

Legal & General Investment Management

Nil

TBC

Polar Capital LLP

Nil

TBC

(1) Arising from purchase of new shares at IPO

(2) Arising from distribution of pre-existing EKF interest to be held in escrow for EKF shareholders; post admission % range reflects fundraising size in the range £21-25 million

(3) Based on indicative orders, range reflects fundraising size in the range of £21-25 million

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Renwick Capital LLC (James McCullough and O. James Sterling)

Fergus Fleming

Steven G. Coca

Girish N. Nadkarni

Michael J. Donovan

Bowden Consulting Group Inc.

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 30 June

(ii) Audited results for the period ended 30 June 2018

(iii) (1) Interim results (6-month period ended 31 December 2018): by 31 March 2019(2) Annual results (year ended 30 June 2019): by 31 December 2018(3) Interim results (6-month period ended 31 December 2019): by 31 March 2020

 

EXPECTED ADMISSION DATE:

 

2 November 2018

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Nplus1 Singer Advisory LLP (together with its associates, "N+1 Singer"

One Bartholomew Lane

London

EC2N 2AX

 

 

NAME AND ADDRESS OF BROKER:

 

N+1 Singer

One Bartholomew Lane

London

EC2N 2AX

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

www.renalytixai.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company has decided to apply the Quoted Companies Alliance (QCA) Corporate Governance Code.

 

DATE OF NOTIFICATION:

 

19 October 2018

 

NEW/ UPDATE:

 

NEW

 

 

 

 

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
 
 
PAALIFSAILLALIT
Date   Source Headline
4th Mar 20207:00 amRNSNotice of Results
24th Feb 20201:56 pmRNSHolding(s) in Company
29th Jan 20207:00 amRNSTrading update
6th Nov 201912:14 pmRNSTrading update and performance bonuses
10th Sep 20197:00 amRNSHalf-year Report
10th Sep 20197:00 amRNSPreferred Partner Arrangement with Mount Sinai
21st Aug 20197:00 amRNSNotice of Results
8th Aug 20194:40 pmRNSSecond Price Monitoring Extn
8th Aug 20194:35 pmRNSPrice Monitoring Extension
15th Jul 20197:00 amRNSTrading update
11th Jun 20192:15 pmRNSCancellation of share options
7th Jun 20194:30 pmRNSHolding(s) in Company
28th May 20197:00 amRNSDirector/PDMR Shareholding
2nd May 201911:21 amRNSResult of AGM
26th Apr 20196:20 pmRNSAcquisition of further interest in Renalytix AI
25th Apr 20197:00 amRNSPosting of AR & Accounts and Notice of AGM
13th Mar 20197:00 amRNSFinal Results
8th Mar 20197:00 amRNSNotice of Results
20th Feb 20197:00 amRNSUS FDA approval for Quo-Test analyser
22nd Jan 20197:00 amRNSUpdate on McKesson US distribution agreement
21st Jan 20197:00 amRNSClarification re. lock-up restrictions
16th Jan 20197:00 amRNSTrading update
20th Dec 20187:00 amRNSUpdate regarding planned change of NOMAD
19th Dec 20184:56 pmRNSPDMR dealing
7th Dec 20183:15 pmRNSPurchase of own shares and PDMR Dealing
30th Nov 20182:35 pmRNSTotal Voting Rights
22nd Nov 20185:13 pmRNSPurchase of own shares and PDMR Dealing
21st Nov 20182:08 pmRNSPurchase of own shares and PDMR Dealing
20th Nov 20185:18 pmRNSPurchase of own shares and PDMR Dealing
14th Nov 20182:20 pmRNSShare Buy-Back
9th Nov 20181:48 pmRNSDirector/PDMR Shareholding
6th Nov 20187:00 amRNSRENX Admission to AIM and First Day of Dealings
2nd Nov 20188:00 amRNSSchedule 1 update - Renalytix AI plc
1st Nov 20185:30 pmRNSUpdate regarding AIM admission of RenalytixAI
31st Oct 20186:00 pmRNSResult of RO by RenalytixAI & Fundraising Update
23rd Oct 20182:00 pmRNSSchedule One Update - Renalytix AI plc
23rd Oct 201811:01 amRNSUpdate to distribution timetable
22nd Oct 20185:23 pmRNSApproval of distribution of shares in RenalytixAI
19th Oct 201812:10 pmRNSResult of General Meeting
19th Oct 201811:00 amRNSSchedule One - Renalytix AI plc
12th Oct 20187:00 amRNSInvestor presentation
11th Oct 20186:03 pmRNSLaunch of Restricted Offer by Renalytix AI plc
11th Oct 20185:21 pmRNSFundraising and AIM admission of Renalytix AI plc
11th Oct 20184:01 pmRNSFundraising and AIM admission of Renalytix AI plc
27th Sep 201810:15 amRNSNotice of GM
19th Sep 20187:00 amRNSHalf-year Report
17th Sep 201812:21 pmRNSNotice of Results
31st Aug 20182:00 pmRNSUpdate regarding proposed IPO of Renalytix AI
16th Aug 20187:00 amRNSHolding(s) in Company
9th Aug 20187:14 amRNSTrading update

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