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Schedule One Update - Renalytix AI plc

23 Oct 2018 14:00

RNS Number : 9250E
AIM
23 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 development and commercial launch of two artificial intelligence guided products, KidneyIntelX™ and KidneyIntelXAPOL1, which the Company intends to submit for FDA review. Subject to funding, the Company is also expecting to develop further products throughout the kidney disease lifecycle, including tools to more accurately assess 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:

 

23 October 2018

 

NEW/ UPDATE:

 

UPDATE

 

 

 

 

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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