Deferred Shares, Issue of Equity and New Articles

RNS Number : 7916A

RUA Life Sciences PLC

04 June 2021

 

4 June 2021

RUA Life Sciences plc

("RUA" or the "Company")

Buy Back and Cancellation of Deferred Shares

Issue of equity

Adoption of new Articles of Association

and

Notice of General Meeting

RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical device businesses focused on the exploitation of long-term implantable biostable polyurathane (Elast-Eon™), announces that a circular and notice of general meeting in relation to the buy back and cancellation of deferred shares and adoption of new Articles of Association are today being posted to shareholders and will be available on the Company's website, www.rualifesciences.com.

Buy Back and Cancellation of Deferred Shares

The Company currently has 4,832,778 non-voting, non-participating deferred shares in issue following a capital reorganisation effected in 2015. The deferred shares are not admitted to trading on AIM (unlike the Company's ordinary shares) and are economically valueless.

Accordingly, the Board is proposing that the Company undertakes a buy back and cancellation of the deferred shares for a consideration of £1.00; and then adopts a new set of articles of association.

Issue of equity and total voting rights

Under the Companies Act a share buy back by a public company (such as RUA) can only be financed through distributable reserves or the proceeds of a new issue of shares made for that purpose.  The Company currently has no distributable reserves to finance the buyback of the deferred shares and, therefore, this will be financed by a new issue of one new ordinary share.  Accordingly, the Company will issue one new ordinary share at a price of 151 pence (being the closing middle market price of the Company's ordinary shares on 3 June 2021), part of the proceeds of which will be used to fund the purchase of the deferred shares for a total price of £1.00.  The Board considers this to be the best way of funding the buy back of the deferred shares given the Company currently has no distributable reserves.

The Company will apply for admission to trading on AIM of the one new ordinary share ("Admission").  It is anticipated that Admission will occur on 24 June 2021, following the Company's General Meeting to be held on 23 June 2021.

Following Admission, the issued share capital of the Company will comprise 22,184,798 ordinary shares with one voting right per share. The total number of ordinary shares and voting rights in the Company will be 22,184,798.  This figure may be used by shareholders in the Company 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 FCA's Disclosure Guidance and Transparency Rules. The deferred shares will be bought back and cancelled immediately after Admission.

Articles of Association

The Company's Articles of Association were last substantially amended in 2009 and the Board has concluded that these should now be updated to ensure that the Company's constitution is in accordance with current law and reflects market practice. 

The principal differences between the Company's current articles and the new articles that the Board is proposing are set out in the Company's circular being sent to shareholders and available on its website.

General Meeting Arrangements

The buy back and cancellation of deferred shares and adoption of the new Articles of Association are required to be approved by resolutions of the Company's shareholders at a general meeting. A general meeting of the Company has, therefore, been convened for 11.00 a.m. on Wednesday 23 June 2021 at the offices of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ.

The Board continues to monitor the Government advice in relation to the Covid-19 situation.  For the safety of shareholders, the Board encourages shareholders not to attend the general meeting and to appoint the Chairman of the general meeting as their proxy with their voting instructions. 

Should shareholders have any questions that they would like to put to the Board at the General Meeting, these can be submitted by email to [e-mail].

The Company will continue to monitor the situation and if Government advice dictates that further changes to the arrangements for the general meeting are necessary, details will be published on its website, www.rualifesciences.com , and via a Regulatory Information Service.

For further information contact:

RUA Life Sciences

Bill Brown, Chairman   Tel: [phone]

David Richmond, CEO                                        Tel: [phone] 

Shore Capital (Nominated Adviser and Joint Broker) 

Tom Griffiths/David Coaten                              Tel: [phone] 

Cenkos Securities plc (Joint Broker)              Tel: [phone]

Russell Cook/Max Gould (Corporate Finance)

Michael Johnson (Sales)

About RUA Life Sciences

The RUA Life Sciences group was created in April 2020 when RUA Life Sciences Plc (formerly known as AorTech International Plc) acquired RUA Medical Devices Limited to create a fully formed medical device business. RUA Life Sciences is the holding company of the Group's four trading businesses, each exploiting the Group's patented polymer technology.

Our vision is to improve the lives of millions of patients by improving and enabling medical devices with Elast-Eon™, a long-term implantable polyurethane.

Whether it is licensing Elast-Eon™, manufacturing a device or component or developing next generation medical devices, a RUA Life Sciences business is pursuing our vision.

Elast-Eon™'s biostability is comparable to silicone while exhibiting excellent mechanical, blood contacting and flex-fatigue properties. These polymers can be processed using conventional thermoplastic extrusion and moulding techniques. With over 7 million implants and over 14 years of successful clinical use, RUA's polymers are proven in long-term life enabling applications.

The Group's four business units are:

RUA Medical :	End-to-end contract designer and manufacturer of medical devices and implantable fabric specialist.
RUA Biomaterials:	Licensor of Elast-Eon™polymers to the medical device industry.
RUA Vascular:	Commercialisation of large bore polymer sealed grafts and soft tissue patches.
RUA Structural Heart:	Development of polymeric leaflet systems for heart valves.

 

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