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5 Jun 2020 09:15
Tissue Regenix Group plc
Director subscriptions/PDMR dealing
Leeds, 5 June 2020 - Tissue Regenix Group (AIM:TRX) ("Tissue Regenix", the "Company" or the "Group"), the regenerative medical devices company, announces that following today's release of its annual results, certain members of the Board have conditionally subscribed for a total of £620,000 (the "Subscription"). The Subscription was highlighted in the Company's recent equity fundraising, further details of which were first announced on 21 May 2020 (the "Fundraise").
The Subscription will result in the issue and allotment of a total of 248,000,000 new ordinary shares in the Company and is being carried out at the same issue price of 0.25p and on identical terms as those of the Fundraise.
Director subscriptions
The following Directors have conditionally subscribed for shares in the Company in the amounts set out in the table below:
Director | Current Holding | % of Existing Ordinary Shares | Subscription | Holding post Fundraise | % of Enlarged Share Capital |
Jonathan Martin Glenn (Interim Chair) | 600,000 | 0.05% | 40,000,000 | 40,600,000 | 0.58% |
Randeep Singh Grewal (NED) | 0 | 0% | 90,000,000 | 90,000,000 | 1.28% |
Alan Jonathan Richard Miller (NED) | 22,886,988 | 1.95% | 94,000,000 | 116,886,988 | 1.67% |
Gareth Hywel Jones (Interim CEO) | 0 | 0% | 24,000,000 | 24,000,000 | 0.34% |
Total | 23,486,988 | 2% | 248,000,000 | 271,486,988 | 3.87% |
The participation by Jonathan Glenn, Randeep Grewal, Alan Miller and Gareth Jones in the Fundraising constitutes a related party transaction for the purposes of the AIM Rules. The Independent Director, being Shervanthi Homer-Vanniasinkam, having consulted with the Company's nominated adviser, Stifel, consider that the terms of the related party transaction are fair and reasonable insofar as shareholders are concerned.
General meeting and importance of the vote
The Subscription and wider Fundraise is conditional on, amongst other things, the passing of the Placing Resolutions to be proposed at a general meeting to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 12 p.m. on 9 June 2020 (the "General Meeting").
Unless otherwise defined, capitalised words used in this notice have the meanings given to them in the Proposed Equity Fundraise regulatory announcement, as released on 21 May 2020.
For more Information:
Tissue Regenix Group plc Caitlin Pearson, Head of Communications |
Tel: 0330 430 3073 |
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker) Jonathan Senior / Alex Price / Ben Maddison | Tel: 0207 710 7600
|
FTI Consulting Simon Conway / Victoria Foster Mitchell / Mary Whittow | Tel: 0203 727 1000 |
About Tissue Regenix
Tissue Regenix is a leading medical devices company in the field of regenerative medicine. Tissue Regenix was formed in 2006 when it was spun-out from the University of Leeds, UK. The company's patented decellularisation ('dCELL®') technology removes DNA and other cellular material from animal and human soft tissue leaving an acellular tissue scaffold which is not rejected by the patient's body and can then be used to repair diseased or worn out body parts. Current applications address many critical clinical needs such as sports medicine, heart valve replacement and wound care.
In November 2012 Tissue Regenix Group plc set up a subsidiary company in the United States - 'Tissue Regenix Wound Care Inc.', January 2016 saw the establishment of joint venture GBM-V, a multi- tissue bank based in Rostock, Germany.
In August 2017 Tissue Regenix acquired CellRight Technologies®, a biotech company that specializes in regenerative medicine and is dedicated to the development of innovative osteoinductive and wound care scaffolds that enhance healing opportunities of defects created by trauma and disease. CellRight's human osteobiologics may be used in spine, trauma, general orthopedic, foot & ankle, dental, and sports medicine surgical procedures.
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.
1
| Details of the person discharging managerial responsibilities / person closely associated | |
a)
| Names | Jonathan Martin Glenn |
2
| Reason for the notification | |
a)
| Position/status
| Interim Chair |
b)
| Initial notification /Amendment
| Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a)
| Name
| Tissue Regenix Group plc |
b)
| LEI | 213800PNOD5UHQUFJI36 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument
| Ordinary Shares of 0.1p |
b) | Identification code
| GB00B5SGVL29 |
c)
| Nature of the transaction
| Subscription for Ordinary Shares |
d)
| Price(s) and volume(s) | Volume(s): 40,000,000 Ordinary Shares Price: 0.25 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 5 June 2020 |
f)
| Place of the transaction | Outside of a trading venue |
1
| Details of the person discharging managerial responsibilities / person closely associated | |
a)
| Names | Randeep Singh Grewal |
2
| Reason for the notification | |
a)
| Position/status
| NED |
b)
| Initial notification /Amendment
| Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a)
| Name
| Tissue Regenix Group plc |
b)
| LEI | 213800PNOD5UHQUFJI36 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument
| Ordinary Shares of 0.1p |
b) | Identification code
| GB00B5SGVL29 |
c)
| Nature of the transaction
| Subscription for Ordinary Shares |
d)
| Price(s) and volume(s) | Volume(s): 90,000,000 Ordinary Shares Price: 0.25 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 5 June 2020 |
f)
| Place of the transaction | Outside of a trading venue |
1
| Details of the person discharging managerial responsibilities / person closely associated | |
a)
| Names | Alan Jonathan Richard Miller |
2
| Reason for the notification | |
a)
| Position/status
| NED |
b)
| Initial notification /Amendment
| Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a)
| Name
| Tissue Regenix Group plc |
b)
| LEI | 213800PNOD5UHQUFJI36 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument
| Ordinary Shares of 0.1p |
b) | Identification code
| GB00B5SGVL29 |
c)
| Nature of the transaction
| Subscription for Ordinary Shares |
d)
| Price(s) and volume(s) | Volume(s): 94,000,000 Ordinary Shares Price: 0.25 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 5 June 2020 |
f)
| Place of the transaction | Outside of a trading venue |
1
| Details of the person discharging managerial responsibilities / person closely associated | |
a)
| Names | Gareth Hywel Jones |
2
| Reason for the notification | |
a)
| Position/status
| Interim CEO |
b)
| Initial notification /Amendment
| Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a)
| Name
| Tissue Regenix Group plc |
b)
| LEI | 213800PNOD5UHQUFJI36 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument
| Ordinary Shares of 0.1p |
b) | Identification code
| GB00B5SGVL29 |
c)
| Nature of the transaction
| Subscription for Ordinary Shares |
d)
| Price(s) and volume(s) | Volume(s): 24,000,000 Ordinary Shares Price: 0.25 pence per Ordinary Share |
d)
| Aggregated information - Aggregated volume - Price | N/A
|
e)
| Date of the transactions | 5 June 2020 |
f)
| Place of the transaction | Outside of a trading venue |
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