Confirmation of successful fundraising

RNS Number : 7333N

Tissue Regenix Group PLC

22 May 2020

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

22 May 2020

Tissue Regenix Group plc

("Tissue Regenix", the "Group" or the "Company")

Confirmation of successful fundraising of £ 14.6   million¹

Tissue Regenix announces that the Fundraise, further details of which are contained in the Company's announcement on 21 May 2020 (the "Fundraise Launch Announcement"), has now closed. Following significant excess demand, the Company has increased the overall size of the Fundraise. The Company has therefore conditionally raised gross proceeds of £14.6 million¹ through the successful placing and subscription of 5,848,026,212 Ordinary Shares¹ (the "New Ordinary Shares") with certain existing and new investors at a price of 0.25 pence per New Ordinary Share (the "Issue Price"). A total of 4,800,026,212 New Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Stifel Nicolaus Europe Limited ("Stifel") and Allenby Capital Limited (acting as Stifel's sub-placing agent) at the Issue Price.

Concurrent with the Placing, certain retail and other investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 800,000,000 New Ordinary Shares (the "Retail Shares") at the Issue Price (the "Retail Offer"). The additional funds raised as a result of the increase in the size of the Fundraise will be used for general working capital purposes.

As announced in the Fundraise Launch Announcement, the Company is currently in a close period under MAR pending announcement of its annual results to 31 December 2019. In consequence of that, whilst certain members of the Board are keen to participate in the Fundraise, they are not currently permitted to under the MAR framework. However, the Board recognise the importance of Director participation for Shareholders and, as such, certain members of the Board intend to subscribe for the Subscription Shares at the first available opportunity following the publication of the annual results to 31 December 2019. This subscription is expected to total £ 620,000 in respect of 248,000,000 New Ordinary Shares and will be carried out at the Issue Price on identical terms as those of the Placing.

The Fundraise is conditional on, amongst other things, the passing of the Placing Resolutions to be proposed at a general meeting expected to be held at the offices of of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 12 p.m. on 9 June 2020 (the "General Meeting"). A circular which will provide further details of the Fundraising and will include a notice convening the General Meeting (the "Circular"), is expected to be sent to shareholders and be available on the Company's website in the coming few days.

Gareth Jones interim CEO of Tissue Regenix commented: "We are extremely pleased with the support shown by both new and existing investors as part of this Fundraise. We continue to experience strong demand for our products. This injection of additional capital will allow for the commencement of the planned manufacturing capacity expansion in the US enabling us to increase the output of our San Antonio facility, unlock additional revenues and realise new partnership opportunities we foresee potentially emerging. Not only do we expect this investment to provide the capacity required to scale our business and drive our commercial success, it will also increase the number of patients who can benefit from our broadened product portfolio."

Expected timetable

Posting of the Circular and Form of Proxy	22 May 2020
Latest time and date for receipt of Forms of Proxy for the General Meeting	12.00 p.m. on 9 June 2020
Time and date of General Meeting	12.00 p.m. on 9 June 2020
Admission and commencement of dealings in the New Shares	8.00 a.m. on 10 June 2020

Shareholder interests

IP Group holding, as at the date of this Announcement, directly or indirectly, 10 per cent. or more of the Existing Ordinary Shares is participating in the Fundraising at the Issue Price as follows:

	Before Admission		After Admission
	Number of Existing Ordinary Shares	Percentage of existing issued share capital	Number of Ordinary Shares*	Percentage of Enlarged Share Capital*
IP Group	160,837,567	13.72%	960,837,567	13.69%

^* Assuming completion of the director subscription referred to above and that no further shares are issued between this Announcement and Admission

The participation by IP Group in the Fundraising constitutes a related party transaction for the purposes of the AIM Rules. The Directors, 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.

Total voting rights

Following admission of the New Ordinary Shares the number of Ordinary Shares in issue and number of voting rights will be   7,019,997,534 . The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Fundraise Launch Announcement.

¹ Assumes the completion of the subscription by the Directors as referred to above

Enquiries

Tissue Regenix Group plc Caitlin Pearson, Head of Communications	Tel: [phone]
Stifel Nicolaus Europe Limited (Nominated Adviser and Bookrunner) Jonathan Senior  / Ben Maddison / Alex Price	Tel:  [phone]
FTI Consulting  Simon Conway / Victoria Foster Mitchell / Mary Whittow	Tel: [phone]
Allenby Capital Limited (Sub-placing agent) James Reeve / Tim Sohal	Tel: [phone]

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.' and 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 specialises 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.

IMPORTANT NOTICES

Stifel is acting as nominated adviser, broker and bookrunner to the Fundraise, as agent for and on behalf of the Company. Stifel is regulated in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Stifel for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it. Stifel is not acting for the Company in relation to the PrimaryBid Offer. The responsibilities of Stifel, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or any director of the Company or to any other person in respect of their decision to subscribe for or purchase Placing Shares, PrimaryBid Shares or Subscription Shares.

Forward‐looking statements

Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements are of a forward looking nature.

By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward‐looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward‐looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward‐looking statements.

These forward looking statements speak only as of the date of this announcement. The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless 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 and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

No representation or warranty, express or implied, is made by the Company or Stifel as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing, the PrimaryBid Offer, the Subscription and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statu tory rights of any person to whom this announcement is issued). Stifel does not accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

 

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