Last checked at 21 Jul 2017 08:05
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
The information contained herein is not for release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities will be made in the United States.
Tissue Regenix Group plc
Confirmation of successful fundraising of £40 million
Leeds, 21 July 2017 - Pursuant to the announcement released on 20 July 2017, Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix" or the "Company") is pleased to announce that it has successfully raised gross proceeds of £40 million through the Placing and Subscription of 400,000,000 new ordinary shares of 0.5 pence each at a price of 10 pence per new ordinary share. The Offer comprises of 395,400,000 Placing Shares and 4,600,000 Subscription Shares (together the "New Ordinary Shares"). Each of John Samuel, Alan Miller, Antony Odell, Jonathan Glenn, Paul Devlin, Steven Couldwell and Shervanthi Homer-Vanniasinkam have participated in the Subscription, further details of which are set out below. The Offer represents approximately 34.5 per cent. of the expected enlarged issued share capital of the Company.
The proceeds from the Placing will be used to finance the conditional acquisition of CellRight Technologies, a US regenerative medicine business focused on the development and commercialisation of a range of human tissue products based on proprietary bone processing techniques and soft tissue products for clinical applications in spine, dental, sports medicine and general surgery, for a total consideration of up to $30 million (£23 million)1. The remaining funds will be used to accelerate the growth of the Enlarged Group and provide working capital to support the on-going commercialisation of the Group's existing programmes. The Acquisition will expand the market opportunity of the Enlarged Group and accelerate it towards its target of achieving profitability in 2020 2.
Due to the size of the Offer, the Offer is conditional, inter alia, on the passing of certain resolutions by shareholders of the Company at a general meeting expected to be convened at the offices of DLA Piper UK LLP, Princes Exchange, Leeds LS1 4BY on Tuesday 8 August 2017 at 9 am (the "General Meeting"). A Circular containing details of the Offer, the Acquisition and the Rule 9 Waiver and the notice of the General Meeting will be sent to shareholders shortly.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that, subject to, inter alia, the passing of the resolutions at the General Meeting, admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the New Ordinary Shares, on or around 9 August 2017.
Further details of the Offer and Acquisition are set out in the announcement released on 20 July 2017.
Jefferies International Limited is acting as bookrunner, broker and nominated adviser in connection with the Placing and WG Partners LLP is acting as placement agent. The Offer is not being underwritten.
Director's Interest
Following the completion of the Offer, the directors' holdings will be as set out in the table below:
Number of Ordinary Shares currently held prior to Offer | Number of Subscription Shares subscribed pursuant to Offer | Number of Ordinary Shares following Offer | Percentage of Enlarged Share Capital immediately following Offer | |
John Samuel | 24,276,928 | 2,000,000 | 26,276,928 | 2.26% |
Alan Miller | 21,886,988 | 1,000,000 | 22,886,988 | 1.97% |
Antony Odell | 5,572,800 | 150,000 | 5,722,800 | 0.49% |
Jonathan Glenn | - | 600,000 | 600,000 | 0.05% |
Paul Devlin | - | 300,000 | 300,000 | 0.03% |
Steven Couldwell | - | 300,000 | 300,000 | 0.03% |
Shervanthi Homer-Vanniasinkam | - | 250,000 | 250,000 | 0.02% |
Randeep Singh Grewal | - | - | - | - |
Total Voting Rights
Following the issue of the New Ordinary Shares, the Company's issued share capital will comprise 1,161,068,755 ordinary shares of 0.5 pence each. The total number of voting rights in the Company will be 1,161,068,755. 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 share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Related Party Transaction
Invesco Asset Management Limited acting as agent for its discretionary managed clients including the Invesco Funds ("IAML"), IP Group plc ("IP Group") and Woodford Investment Management Limited acting as agent for its discretionary managed clients ("Woodford") are related parties of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders of the Company pursuant to the AIM Rules. Invesco Perpetual High Income Fund and Invesco Perpetual Income Fund (affiliates of IAML), IP2IPO Limited (an affiliate of IP Group) and Woodford have agreed to subscribe for 125,381,588, 50,000,000 and 139,000,000 New Ordinary Shares respectively as part of the Offer, conditional on Admission. Taking into account the related party transactions noted above, the Directors consider, having consulted with Jefferies, the Company's nominated adviser, that the terms of the Placing with such related parties are fair and reasonable in so far as its Shareholders are concerned.
Unless expressly defined in this announcement, all capitalised terms used in this announcement have the meanings stated in the announcement made on 20 July 2017 entitled "Acquisition of CellRight Technologies, proposed placing and subscription of new Ordinary Shares at a price of 10 pence per share to raise approximately £40 million and approval of waiver of obligations under Rule 9 of the Takeover Code".
(1) The rate of exchange used for information in this announcement is US$ 1.3039 to £1.00, as published in the Daily Official List of the London Stock Exchange on 19 July 2017.
(2) This is not a profit forecast and has not been reported on under Rule 28 of the Takeover Code.
For more Information:
Tissue Regenix Group plc Tel: 07920 272 441
Caitlin Pearson, Corporate Communications Director
Jefferies International Limited (Nomad and broker) Tel: 020 7029 8000
Simon Hardy
Lee Morton
Christopher Binks
WG Partners Claes Sprang / Nigel Barnes | Tel: 020 3705 9321 |
FTI Consulting Ben Atwell / Brett Pollard / Mo Noonan / Rob Winder | Tel: 020 3727 1000 |
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, the Republic of South Africa or Japan.
No prospectus or admission document will be made available in connection with the matters contained in this announcement.
Jefferies which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, or by any of its affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the placing of the New Ordinary Shares as set out in this announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company or Jefferies that would permit an offering of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required Persons into whose possession this announcement comes are required by the Company and Jefferies to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1 )(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer of, or solicitation to purchase or subscribe for, securities in the United States. The New Ordinary Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the New Ordinary Shares under the Securities Act. No money, securities or other consideration is being solicited from any person inside the United States and, if sent in response to the information herein, will not be accepted. The New Ordinary Shares will not be offered or sold to the public in the United States
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Forward-Looking Statements
Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause Tissue Regenix's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Tissue Regenix does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.