Issue of Shares and Rule 2.9 Announcement

Renalytix PLC

22 April 2024

 

Renalytix plc

("Renalytix" or the "Company")

Issue of Shares and Rule 2.9 Announcement

LONDON and SALT LAKE CITY - 22 April 2024 - Further to the announcements on 8 April 2024 and 15 April 2024, Renalytix plc (NASDAQ: RNLX) (LSE: RENX) announces that the sale of 1,333,334 Ordinary Shares (the "Subsequent Tranche Shares") priced at $0.75 per NASDAQ ADS ($0.375 per Ordinary Share) to DB Capital Partners Healthcare, L.P. (the "Purchaser") has completed today, raising $0.5 million additional capital to the Company. The Purchaser is a specialty healthcare institutional investor focused on innovative medical technology that fundamentally changes critical global diseases care.

Capitalised terms used but not defined in this announcement have the meanings given to them in the announcement dated 8 April 2024, unless the context provides otherwise.

An application has been made to the London Stock Exchange plc for the Subsequent Tranche Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on, or around, 8 a.m. UK time on 25 April 2024. The Subsequent Tranche Shares will rank pari passu with the existing Ordinary Shares of the Company.

As disclosed in the announcements dated 8 April 2024 and 15 April 2024, the Purchaser had purchased Initial Tranche Shares of 2,666,667 Ordinary Shares for $1.0 million. In addition, the Purchaser had an option to purchase up to 7,811,696 additional Ordinary Shares at the offering price of $0.375 per Ordinary Share, with such option exercisable until 17 April 2024 which was extended to 19 April 2024 as agreed between the Company and the Purchaser. The Purchaser partially exercised the option to subscribe for the Subsequent Tranche Shares and the completion took place today.  As of the date of this announcement following the issue of the Subsequent Tranche Shares, the Purchaser holds 4,000,001 Ordinary Shares which is approximately 3.14% of the Company's existing issued share capital.

Rule 2.9

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Takeover Code"), the Company confirms that following the allotment and issue of the Subsequent Tranche Shares today, the Company has 127,552,350 Ordinary Shares in issue with each Ordinary Share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The Company also has a sponsored Level III ADR programme. The ADSs are traded on the Nasdaq Global Market and Citibank N.A. acts as the depositary for the programme. Each ADS represents two Ordinary Shares. The total number of voting rights in the Company is therefore 127,552,350. 

The International Securities Identification Number for the Ordinary Shares is GB00BYWL4Y04.

The International Securities Identification Number for the ADSs is US75973T1016.

For further information, please contact:

Renalytix plc	www.renalytix.com
James McCullough, CEO	Via Walbrook PR
Stifel (Nominated Adviser, Joint Broker)	Tel: [phone]
Alex Price / Nicholas Moore / Nick Harland / Samira Essebiyea
Investec Bank plc (Joint Broker)	Tel: [phone]
Gary Clarence / Shalin Bhamra
Walbrook PR Limited Paul McManus / Alice Woodings / Charlotte Edgar	Tel: [phone] or [e-mail] Mob: [phone]
CapComm Partners
Peter DeNardo	Tel: [phone] or [e-mail]

About Renalytix

Renalytix (NASDAQ: RNLX) (LSE: RENX) is an in-vitro diagnostics and laboratory services company that is the global founder and leader in the new field of bioprognosis™ for kidney health. The leadership team, with a combined 200+ years of healthcare and in-vitro diagnostic experience, has designed its KidneyIntelX laboratory developed test to enable risk assessment for rapid progressive decline in kidney function in adult patients with T2D and early CKD (stages 1-3). We believe that by understanding how disease will progress, patients and providers can take action early to improve outcomes and reduce overall health system costs. For more information, visit www.renalytix.com.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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