Result of General Meeting

RNS Number : 0703Z

Integumen PLC

15 September 2020

 

15 September 2020

AIM share code: SKIN

15 September 2020

Integumen PLC

("Integumen" or "Company")

Result of General Meeting

Integumen announces that at the general meeting ("GM") held earlier today, all the Resolutions numbered 1 to 7 (inclusive) were duly passed.

Share Consolidation

At present there are 1,127,013,569 existing ordinary shares of 0.01p ("Existing Ordinary Shares") in issue and admitted to trading. A further 4,417,857 Existing Ordinary Shares have been allotted on 10 September and are due to be admitted to trading on 16 September 2020. Following the passing of Resolution 1, 4 ordinary shares of 0.01 pence per share have today been allotted, and the entire existing ordinary share capital, comprising 1,131,431,430 ordinary shares of 0.01p will be consolidated on a 10 for 1 basis into ordinary shares of 0.1 pence each ("New Ordinary Shares") with effect from the Record Date for the Share Consolidation: 6.00 p.m. on 15 September 2020.

The Company's new ISIN for the New Ordinary Shares is GB00BMGWZY29. The New Ordinary Shares will commence trading at 8.00 a.m. on 16 September 2020. Following the Share Consolidation there will be 113,143,143 New Ordinary Shares in issue.

Offer for Modern Water plc ("Offer")

Resolution 2 at the GM granted the Directors authority to issue and allot the Offer Shares to be issued in relation to the Offer. The Directors expect to publish the Offer Document in connection with the Offer announced on 28 August 2020 in due course.

Riverfort Warrants

Resolution 3 granted the Directors authority to issue and allot New Ordinary Shares to satisfy the Warrants and to enable the satisfaction of the Conversion Rights in respect of the Initial Advance of the Riverfort Facility that was notified on 29 July 2020.

Warrants over 18,905,021 shares to the value of approximately £375,000 are expected to be granted to Riverfort Global Opportunities PCC Limited (9,452,511 warrants) and YA II PN Ltd (9,452,510 warrants) later today, in line with the Riverfort Facility. The number of warrants to subscribe for Ordinary Shares has been calculated at the Warrant Reference Price which is 1.9836 pence, being the lower of (i) 1.9836 pence and (ii) 3.5 pence, being the closing mid-market price of the Ordinary Shares on the day preceding the date of grant of the Warrants. The Warrant exercise price is 2.57868 pence per share being a 30% premium to the Warrant Reference Price. Following the Share Consolidation taking effect, each of Riverfort Global Opportunities PCC Limited and YA II PN Ltd will hold warrants to subscribe for 945,251 New Ordinary Shares and the Warrant exercise price will increase to 25.7868p per New Ordinary Share.

Change of Name to Deepverge plc

Resolution 7 approved the change of the Company's name to Deepverge plc. The Company expects to register the change on name at the Registrar of Companies shortly at which point a further announcement will be made. The New Ordinary Shares will trade under the name Deepverge plc (with ticker DVRG) shortly thereafter.

Website

With effect from 16 September 2020, the Company's website will be changed to www.deepverge.com , although the www.integumen.com website will remain in operation . All information required by AIM Rule 26 will be located on the new site.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the announcements of 28 August 2020 and 29 July 2020 (as applicable).

Enquiries:

Integumen plc	Gerard Brandon, CEO	[phone]
SPARK Advisory Partners Limited (Nominated Adviser)	Neil Baldwin/Andrew Emmott	[phone]
Turner Pope Investments (TPI) Limited (Broker)	Andy Thacker	[phone]

About Integumen

Integumen is a scientific research and AI-as-a-Service company focused on production and analysis of bacteria, virus and toxins utilising artificial intelligent data analytics in regulatory technology, from scientifically proving the impact of skincare product claims on skin microbiome for top 10 global cosmetic company clients to remotely detecting water contamination in real-time.

 

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