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Thursday 10 June, 2010

AIM

Sch 1 - Oxeco (to be renamed

RNS Number : 4286N
AIM
10 June 2010
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Oxeco Plc (to be renamed Tissue Regenix Group Plc)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

The Biocentre

Innovation Way

Heslington

York

North Yorkshire

YO10 5NY

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.oxecoplc.com  changing to www.tissueregenix.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Oxeco Plc was admitted to AIM in December 2006 with a strategy of investing in, or acquiring assets, businesses or companies in the technology and science sectors.

 

On 6 June 2007, the Company completed its acquisition of the entire issued share capital of Oxray Limited ("Oxray"), a start up business which had the objective of becoming a provider of molecular structure determination services to both industry and academic institutions. Oxray pursued this objective by developing novel X-ray crystallography structure determination software but, notwithstanding substantial completion of such development, was unable to establish a solid customer base nor had it been able to develop its product service offering by bolt-on acquisitions in the same field as had been envisaged at the time of its acquisition. Further, the Directors were not able to secure a commercial exit from Oxray and thus concluded (as announced on 23 July 2009) to cease any further investment in Oxray. Oxray has since been a dormant subsidiary retaining control of its underlying Intellectual Property Rights and the Company has completed the transfer of an equity stake of 15 per cent. in Oxray to Oxray's former Commercial Manager, Richard Cooper, as an

incentive to help potentially realise some future value from such Intellectual Property Rights.

 

In the announcement relating to Oxray on 23 July 2009, the Company confirmed that it would continue with its outline strategy of seeking investments in the general science and technology sector.

 

In line with such strategy, the Directors have indentified Tissue Regenix Limited ("Tissue Regenix") as a suitable acquisition for the Company and believe that its platform technology, the dCELL® Technology, has the potential to significantly increase Shareholder value.

 

Tissue Regenix  was incorporated in May 2006 to commercialise the academic research of Professor Eileen Ingham and Professor John Fisher of the University of Leeds in the field of tissue decellularisation.

 

The dCELL® Technology comprises a patented process which removes cells and other components from animal and human tissue allowing it to be used without anti-rejection drugs to replace worn out or diseased body parts. The potential applications of this process are diverse and address many critical clinical needs such as vascular disease, heart valve replacement and knee repair. Of the range of potential applications, Tissue Regenix is currently focused on delivering its lead product, the dCELL® Vascular Patch, onto the market and the current timetable envisages Tissue Regenix making its final submission for a CE Mark shortly. It is the Continuing Board's intention to use the proceeds of the Placing to complete the application process and commence the marketing of the dCELL® Vascular Patch and to develop further follow-on products in the vascular, cardiac and orthopaedic areas.

 

Main country of operation - England

 

The Admission is sought as a result of a Reverse Takeover under AIM Rule 14

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

466,712,800 ordinary shares of 0.5p each

 

Issue price: 5 pence

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Gross capital to be raised on admission - £4.5 million

 

Anticipated market capitalisation on admission - £23.3 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

77.28

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

DIRECTORS

Michael Anthony Bretherton (Executive Chairman)

Gordon James Hall (Non-Executive Director)

Professor William Graham Richards (Non-Executive Director)

 

PROPOSED DIRECTORS

John Andrew Walter Samuel (Proposed Executive Chairman)

Antony Ruben Odell (Proposed Managing Director)

Alan Jonathan Richard Miller (Proposed Non-Executive Director)

Alexander James Stevenson (Proposed Non-Executive Director)

Alan John Aubrey (Proposed Non-Executive Director)

 

Upon Admission the board of the Company will comprise of the Proposed Directors and Michael Anthony Bretherton.

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before Admission:

ORA (Guernsey) - 45.25%        

Nora Powel - 19.33%

Richard Griffiths - 3.67%

 

After Admission

ORA (Guernsey) Limited - 27.73%

Techtran Group Limited - 15.36%

The Northern Entrepreneurs Fund LLP -  6.54%

Nora Powel -  5.80%

IP Venture Fund - 5.31%

University of Leeds - 5.25%

Richard Griffiths* - 5.23%

 

* Includes 20,000,000 New Ordinary Shares in which Richard Griffiths has an economic interest only by way of a derivative

financial instrument.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

NONE

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 January

(ii)        Audited interims to 31 January 2010

(iii)       31 October 2010 (Interims to 31 July 2010)

                  31 July 2011 (Finals to 31 January 2011)

                  31 October 2011 (Interims to 31 July 2011)

 

EXPECTED ADMISSION DATE:

29 June 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

ZAI Corporate Finance Ltd

12 Camomile Street

London

EC3A 7PT

 

 

NAME AND ADDRESS OF BROKER:

ZAI Corporate Finance Ltd

12 Camomile Street

London

EC3A 7PT

 

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The Admission document will be available from the following website and will contain full details about the applicant and the admission of its securities: www.tissueregenix.com

 

DATE OF NOTIFICATION:

 

10 June 2010

NEW/ UPDATE:

NEW

 

 


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