TIDMITX
RNS Number : 9768Q
Itaconix PLC
24 June 2020
THIS 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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ITACONIX PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ITACONIX
PLC.
24 June 2020
Itaconix plc
("Itaconix" or the "Company")
Result of Fundraise
Itaconix plc (AIM: ITX) is pleased to announce that it has
conditionally raised gross proceeds of GBP1.76 million ($2.20
million) via an oversubscribed placing and subscription (together
the "Fundraising") from existing and new investors at the Issue
Price of 1.1 pence ($0.01375) per share.
A total of 149,815,909 new Ordinary Shares have been placed by
N+1 Singer and Allenby Capital at the Issue Price, raising gross
proceeds of GBP1.65 million ($2.06 million). In addition,
10,184,091 new Ordinary Shares have been placed with certain US
investors by way of the Subscription at the Issue Price raising
gross proceeds of GBP0.11 million ($0.14 million) . The Placing
Shares and Subscription Shares represent approximately 59 per cent.
of the existing issued share capital of the Company .
The net proceeds of the increased Placing and Subscription are
expected to provide sufficient funding for the Company until at
least the end of 2021 during which the Company expects to make
significant progress towards its medium term plan to achieve
break-even profitability.
The Company also intends (acting in its absolute discretion) to
make an invitation to certain US Eligible Participants to
participate, pursuant to applicable exemptions to the US Securities
Act, in a further issue of new equity in the Company by way of the
US Additional Subscription of new Ordinary Shares at the Issue
Price.
The US Additional Subscription will be for up to 3, 640,000 new
Ordinary Shares in aggregate at the Issue Price. Assuming full
take-up by US Eligible Participants under the US Additional
Subscription, the issue of the Additional Subscription Shares will
raise further gross proceeds of up to GBP40,000 ($50,000) for the
Company.
The First Placing is conditional upon, amongst other things,
First Admission becoming effective. The Second Placing,
Subscription and US Additional Subscription are conditional upon,
amongst other things, Resolution 1 and 2 being passed and Second
Admission becoming effective. The Placing is also conditional on
the Placing Agreement not being terminated in accordance with its
terms.
N+1 Singer is acting as Nominated Adviser and Joint Broker to
the Company and Allenby Capital is acting as Joint Broker to the
Company in connection with the Placing.
Participation by Directors in the Placing
Certain of the Directors have agreed to subscribe for Second
Placing Shares . The number of Second Placing Shares subscribed for
by each of these Directors pursuant to the Second Placing, and
their resulting shareholdings on Second Admission (assuming no
take-up of the US Additional Subscription by US Eligible
Participants), are set out below:
Number Number
of Second of Ordinary Percentage
Number of Percentage Placing Shares of Enlarged
Existing of existing Shares held Share Capital
Ordinary issued share subscribed on Second on Second
Name Shares capital for Admission Admission
--------------- ----------- -------------- ------------ ------------- ---------------
James Barber 1,466,818 0.54% 1,090,909 2,557,727 0.6%
----------- -------------- ------------ ------------- ---------------
John R. Shaw 33,894,915 12.59% 10,181,818 44,076,733 10.3%
----------- -------------- ------------ ------------- ---------------
Bryan Dobson 583,500 0.22% 454,545 1,038,045 0.2%
----------- -------------- ------------ ------------- ---------------
John Snow III 1,849,568 0.69% 727,273 2,576,841 0.6%
----------- -------------- ------------ ------------- ---------------
Each of the above Director's participation is conditional upon
certain matters and events including, amongst other things, the
passing of Resolutions 1 and 2, the Placing Agreement having become
unconditional and Second Admission of the Second Placing Shares,
Subscription Shares and Additional Subscription Shares becoming
effective on or before 8.00 a.m. on 15 July 2020 (but in any event
by no later than 8.00 a.m. on 31 July 2020).
Related Party Transaction
IP Group have subscribed for 18,165,793 Second Placing Shares.
As at the date of this announcement, IP Group holds 30,125,730
Existing Ordinary Shares 11.2% of the Existing Ordinary Shares . As
a Substantial Shareholder (as defined in the AIM Rules), the
participation of IP Group in the Placing constitutes a related
party transaction pursuant to Rule 13 of the AIM Rules.
The Directors (all of which are regarded to be independent of IP
Group), having consulted with N+1 Singer, the Company's nominated
adviser, consider that the respective participations by IP Group in
the Placing is fair and reasonable in so far as the Shareholders
are concerned.
Conditions
The First Placing is conditional, inter alia, upon:
-- each of the warranties provided by the Company to the Joint
Brokers in the Placing Agreement being and remaining accurate and
not misleading on First Admission;
-- the Company having complied in all material respects with its
obligations and having satisfied the conditions under the Placing
Agreement which are to be performed or satisfied prior to First
Admission;
-- the Placing Agreement having become unconditional in all
respects (save for the condition relating to First Admission) and
not having been terminated by either of the Joint Brokers in
accordance with its terms; and
-- First Admission of the First Placing Shares taking place by
no later than 8.00 a.m. on or around 8 July 2020 (or such later
date as the Company may agree with the Joint Brokers).
The Second Placing and the Subscription are conditional, inter alia, upon:
-- Resolutions 1 and 2 being passed (without amendment) at the
General Meeting or any adjournment thereof;
-- each of the warranties provided by the Company to the Joint
Brokers in the Placing Agreement being and remaining accurate and
not misleading on First Admission and Second Admission;
-- the Company having complied in all material respects with its
obligations and having satisfied the conditions under the Placing
Agreement which are to be performed or satisfied prior to Second
Admission;
-- the Placing Agreement having become unconditional in all
respects (save for the condition relating to Second Admission) and
not having been terminated by either of the Joint Brokers in
accordance with its terms; and
-- Second Admission of the Second Placing Shares, the
Subscription Shares, and the Additional Subscription Shares taking
place by no later than 8.00 a.m. on or around 15 July 2020 (or such
later date as the Company may agree with the Joint Brokers).
If any of the relevant conditions are not satisfied, the First
Placing Shares and/or the Second Placing Shares and the
Subscription Shares (as the case may be) will not be issued and any
monies received from the placees and subscribers will be returned
to them (at the placees' and subscribers' risk and without
interest) as soon as possible thereafter.
Admission and dealings
Application will be made for the admission of 11,549,134 First
Placing Shares to trading on AIM and dealings in the First Placing
Shares are expected to occur at 8.00 a.m. on or around 8 July 2020.
Immediately following First Admission, the Enlarged Share Capital
is expected to comprise 280,679,205 Ordinary Shares (assuming that
no Ordinary Shares other than the First Placing Shares are issued
between the date of this announcement and First Admission) .
Application will be made for the admission of 148,450,866 Second
Placing Shares and Subscription Shares to trading on AIM and,
subject to, inter alia, Shareholder approval, dealings in the
Second Placing Shares are expected to occur at 8.00 a.m. on or
around 15 July 2020. Immediately following Second Admission, the
Enlarged Share Capital is expected to comprise 429,130,071 Ordinary
Shares (assuming that no Ordinary Shares other than the First
Placing Shares, the Second Placing Shares and the Subscription
Shares are issued between the date of this announcement and Second
Admission) .
Itaconix Plc +1 (603) 775 4400
John Shaw, Chief Executive Officer
Laura Denner, Chief Financial Officer and
Company Secretary
www.Itaconix.com
N+1 Singer (Nominated Adviser and Joint
Broker) +44 (0) 207 496 3000
Peter Steel / James Moat
Tom Salvesen
Allenby Capital Limited (Joint Broker -
Placing) +44 (0) 203 328 5656
Amrit Nahal (Broking)
Nick Athanas / Liz Kirchner (Corporate
Finance)
Definitions
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company on 23 June 2020 to announce the
launch of the Placing.
Important Notice
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN ITACONIX PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, N+1
Singer or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and N+1 Singer to inform themselves about
and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the EEA will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
N+1 Singer is acting as nominated adviser and joint broker to
the Company in connection with the Placing and the proposed
admission of the Placing Shares to trading on AIM and the proposals
described in the Circular. N+1 Singer is authorised and regulated
by the Financial Conduct Authority (the "FCA") in the United
Kingdom. N+1 Singer is acting exclusively for the Company and no
one else in connection with the Placing and N+1 Singer will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by N+1 Singer or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
Allenby Capital Limited is acting as financial advisor and as
agent for and on behalf of the Company for the Placing. Allenby is
authorised and regulated by the FCA in the United Kingdom. Allenby
is acting exclusively for the Company and no one else in connection
with the Placing and N+1 Singer will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Allenby or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser. No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Basis on which information is presented
In this document, references to "GBP", "pence" and "p" are to
the lawful currency of the United Kingdom. All times referred to in
this document are, unless otherwise stated, references to London
time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIUSOSRRAUNUAR
(END) Dow Jones Newswires
June 24, 2020 10:33 ET (14:33 GMT)
Itaconix (LSE:ITX)
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