Last checked at 1 Dec 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
1 December 2023
RUA LIFE SCIENCES PLC
("RUA" or the "Company")
Result of Placing and Subscription
Further to the announcement made on 30 November 2023 regarding a proposed placing, subscription and retail offer (the "Launch Announcement"), RUA Life Sciences plc (AIM: RUA.L) is pleased to announce that, it has conditionally raised gross proceeds of approximately £4.0 million (before expenses) under the Placing. In total, 36,363,636 Placing Shares have been conditionally placed at the Issue Price of 11 pence per share.
In addition, the Directors of the Company have confirmed their intention to subscribe for an additional 727,272 Subscription Shares, raising a further £80,000. As the Company is currently in a close period under MAR until the publication of its interim results for the period ended 30 September 2023 (the "Results"), the Directors are not permitted to enter into a subscription agreement until after publication of these results (and subject to each not being in possession of any other unpublished price sensitive information at such time). Whilst it is expected that the Results will be published prior to the expected date of Admission, in the event that the Directors are unable to subscribe prior to that date (for whatever reason) the Company will apply for admission of the Subscription Shares to trading on AIM separately and to take effect following the admission of the Placing Shares and Retail Shares.
The Issue Price of 11 pence represents a discount of 43.6 per cent. to the closing middle market price of 19.5 pence per Ordinary Shares on 29 November 2023, being the last business day prior to the announcement of the Fundraising.
Cavendish Capital Markets Limited is acting as agent for and on behalf of the Company in respect of the Placing. The Placing was undertaken through an accelerated bookbuild process and was oversubscribed.
The Retail Offer was launched by way of a separate announcement at 5.51 p.m. on 29 November 2023. A further announcement will be made on 8 December 2023 announcing the result of the Retail Offer.
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM, being the market of that name operated by the London Stock Exchange ("Admission").
It is expected that admission of the New Ordinary Shares will take place on or around 8.00 a.m. on 19 December 2023 and that dealings in the New Ordinary Shares on AIM will commence at the same time.
In addition to the passing of certain Resolutions at the General Meeting, the Placing and Subscription, are conditional upon, inter alia, Admission becoming effective. The Placing is not conditional on the Subscription being completed, nor is any part of the Placing subject to clawback from the Retail Offer.
Following Admission of the Placing Shares and the Subscription Shares and assuming the full take up of the Retail Offer, the Company will have 66,093,887 Ordinary Shares in issue. The New Ordinary Shares to be issued, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
A further announcement will be made in relation to total voting rights in the Company's share capital following the allotment and issue of the New Ordinary Shares.
The Circular, containing further details of the Fundraising and notice of the General Meeting to be held on or around 11.00 a.m. on 18 December 2023 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders today. Following its publication, the Shareholder Circular will be available on the Group's website at www.rualifesciences.com/investor-relations/reports-documents/.
For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of the Company is Bill Brown, Chairman.
Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.
Bill Brown, Chairman of Rua Life Sciences plc, said:
"We are grateful for the support of our existing shareholders and new investors in making this fundraise a success. Following our change of strategy, the funds will be targeted at accelerating growth within contract manufacturing; strengthening the Company's balance sheet to aid the commercialisation phase of its R&D projects within the Company's vascular graft and HV leaflet composite; and enabling the Company to demonstrate value across the portfolio. The Company is as well positioned as it has ever been with increased visibility on opportunities in the Contract manufacturing, giving the board confidence that the Company is on track to meet its objective of doubling the scale of the Contract Manufacture business in the medium term and testing results of the Company's novel composite material for the creation of heart valve leaflets that has produced results that have exceeded our expectations and is attracting the interest of major players in the heart valve industry."
For further information contact:
RUA Life Sciences
Bill Brown, Chairman Tel: +44 (0)1294 317073
Caroline Stretton, Group Managing Director Tel: +44 (0)1294 317073
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
(Nominated Adviser and Broker)
Giles Balleny/Dan Hodkinson (Corporate Finance)
Charlie Combe (ECM)
Michael Johnson (Sales)