Last checked at 16 Dec 2022 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 REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018.
16 December 2022
SkinBioTherapeutics plc
("SkinBioTherapeutics" or the "Company")
Result of Placing
SkinBioTherapeutics plc (AIM: SBTX or the "Company") a life sciences company focused on skin health, announces the results of the conditional placing (the "Placing") announced on 15 December 2022.
The Placing accounts for a total of 15,625,000 new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares") that were placed by Cenkos Securities plc in connection with the Placing, with institutional and other investors at a price of 16 pence per Placing Share (the "Placing Price"). The Placing has raised gross proceeds of £2.5 million.
The Placing Shares will, when issued, represent, in aggregate, circa 10.0 per cent. of the Company's issued ordinary share capital immediately prior to the Placing.
The Placing Price of 16 pence per Placing Share represents a 7.2 discount to the closing middle market price of 17.25 pence per Ordinary Share on 14 December 2022, being the last practicable dealing date prior to the date of this announcement.
A further announcement will be made on 21 December 2022 announcing the result of the REX Retail Offer.
Related Party Transactions
Certain of the Company's Directors have agreed to subscribe for, in aggregate 512,500 Placing Shares at the Issue Price. The number of Placing Shares conditionally subscribed for by each of the Directors pursuant to the Placing, and their resulting shareholdings on Admission are set out below:
Name | Number of existing Ordinary Shares | Number of Placing Shares intended to be subscribed for | Value of Placing Shares intended to be subscribed for* | Resulting shareholding following proposed Placing | Percentage of Enlarged Share Capital following proposed Fundraising* |
Martin Hunt | 466,667 | 93,750 | £15,000 | 560,417 | 0.33% |
Stuart John Ashman | 125,000 | 156,250 | £25,000 | 281,250 | 0.16% |
Manprit Randhawa | Nil | 156,250 | £25,000 | 156,250 | 0.09% |
Catherine Prescott | 118,612 | 62,500 | £10,000 | 181,112 | 0.11% |
Danielle Bekker | Nil | 43,750 | £7,000 | 43,750 | 0.03% |
* On the assumption that the maximum number of Placing Shares are issued pursuant to the Placing but not including any REX Retail Offer Shares that may be subscribed for pursuant to the REX Retail Offer
*\* The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.
The participations of the Company's Directors each constitute related party transactions under Rule 13 of the AIM Rules. Cenkos Securities plc, the Company's nominated adviser, consider that the respective participation by the Directors in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
Posting of Circular and Notice of General Meeting
The issue of the New Ordinary Shares is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is to be held at 9:00 a.m. on 4 January 2023 at The Clarion Hotel, Witney Way, Boldon, NE35 9PE. The notice convening the General Meeting will be set out in the Circular expected to be sent to Shareholders today together with a form of proxy for the General Meeting. The Circular will be available on the Company's website at https://www.skinbiotherapeutics.com/ .
Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 4.30 p.m. on 15 December 2022.
Application for Admission to Trading
Application will be made for Admission of the New Ordinary Shares. Subject to, inter alia, the passing of the Resolutions, settlement of the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 5 January 2023. In addition to the passing of the Resolutions, the Placing and Retail Offer are conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
The Placing Shares and the Retail Offer Shares, 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.
Total Voting Rights
Following Admission of the Placing Shares, the Company's issued and fully paid share capital will consist of 172,405,236 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 172,405,236. With effect from Admission, this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
For further information
SkinBioTherapeutics plc Stuart J. Ashman, CEO Manprit Randhawa, CFO | Tel: +44 (0) 191 495 7325 |
Cenkos Securities Plc (Nominated Adviser & Broker) Giles Balleny, Max Gould (Corporate Finance) Dale Bellis, Tamar Cranford-Smith (Sales) | Tel: +44 (0) 20 7397 8900 |
Instinctif Partners (financial press) Melanie Toyne-Sewell / Tim Field | Tel: +44 (0) 20 7457 2020 SkinBio@instinctif.com |