NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN OR INTO ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Renalytix
plc
("Renalytix" or the "Company")
Successful completion of
upsized $12 million equity placing
NEW
YORK and SALT LAKE CITY, March
12,
2024 - Renalytix plc (NASDAQ: RNLX) (LSE: RENX) is pleased to announce that
following its announcement earlier today regarding a proposed
Placing of Ordinary Shares (the "Launch
Announcement"), it has successfully
placed 46,801,872 Ordinary Shares (the "Placing
Shares") with both UK and US
institutional investors, at a price of 20 pence per Ordinary Share, raising
aggregate gross proceeds of approximately $12 million for the
Company.
It is expected that the net proceeds
of the Placing will extend the cash runway of the Company into
calendar Q4 2024.
Further details of the Placing are
set out in the Launch Announcement. Capitalised terms used but not
defined in this announcement have the meanings given to them in the
Launch Announcement, unless the context provides
otherwise.
Proxy statement, General Meeting, First Closing and Total
Voting Rights
Completion of the allotment and
issue of the First Tranche Placing Shares will take place on or
around March 14, 2024. An application will be made to London Stock
Exchange plc for the admission of the First Tranche Placing Shares
to be admitted to trading on AIM following the First Resale
Registration Statement having been filed with the SEC (which is
expected to be within 45 days of First Closing) and become
effective.
The Placing Shares, when issued,
will be credited as fully paid and will rank pari passu in all respects with the
Company's then existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of
issue.
Following First Closing, the
Company's enlarged issued ordinary share capital will be
119,916,187. 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 in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
The allotment and issue of the
Second Tranche Placing Shares is conditional upon, among other
things, shareholder approval to enable the issue of additional new
Ordinary Shares at the Issue Price beyond current allotment
authorities and in satisfaction of Nasdaq requirements, which is
due to be sought at a General Meeting of the Company to be held at
such date and time to be fixed and announced by the Company in due
course. A Proxy statement is expected to be filed with the SEC and
made available to the shareholders of the Company setting out
details of the General Meeting. Further details of the General
Meeting will be announced in due course. Application will be made to London Stock Exchange plc for
admission of the Second Tranche Placing Shares to trading on AIM
following the Second Resale Registration Statement having been
filed with the SEC (which is expected to be within 45 days of
Second Closing) and become effective.
Stifel Nicolaus Europe Limited
("Stifel") acted as
Nominated Adviser, Sole Financial Adviser and Sole Bookrunner in
connection with the Fundraise.
Related Party Transaction
Christopher Mills and/or certain
investment vehicles connected with him have subscribed for certain
Placing Shares. Mount Sinai has also subscribed for certain Placing
Shares. The number of Placing Shares conditionally subscribed for
by Christopher Mills and Mount Sinai, and their resulting
shareholding on Second Admission, are set out below:
Related party
|
Existing Ordinary Shares
held
|
Number of Existing Ordinary
Shares held as a percentage of all Existing Ordinary
Shares
|
Number of New Ordinary
Shares subscribed for
|
Ordinary Shares held
post-Second Closing
|
Percentage of Enlarged Share
Capital held post-Second Closing
|
Christopher Mills*
|
10,072,500
|
10.1%
|
4,000,000
|
14,072,500
|
9.6%
|
Icahn School of Medicine at Mount
Sinai
|
14,619,352
|
14.6%
|
9,360,374
|
23,979,726
|
16.3%
|
*Christopher Mills is partner and
Chief Investment Officer of Harwood Capital LLP. Harwood Capital
LLP is Investment Manager to North Atlantic Smaller Companies
Investment Trust plc and investment adviser to Oryx International
Growth Fund Limited. Christopher Mills' interest is held by North
Atlantic Smaller Companies Investment Trust PLC, Oryx International
Growth Fund Limited and Harwood Capital LLP.
The participation by those listed in
the above table amounts to a related party transaction within the
meaning of the AIM Rules for Companies (the "AIM Rules"). Accordingly, the Directors
who are independent of the related party transaction, (being
Catherine Coste, James McCullough, Fergus Fleming, and Daniel J.
Levangie), having consulted with Stifel, the Company's nominated
adviser for the purposes of the AIM Rules, consider the terms of
the participation of those related parties to be fair and
reasonable insofar as Shareholders are concerned.
For further information,
please contact:
Renalytix plc
|
www.renalytix.com
|
James McCullough, CEO
|
Via
Walbrook PR
|
|
|
Stifel (Nominated Adviser, Sole
Financial Adviser and Sole Bookrunner)
|
Tel: 020
7710 7600
|
Nicholas Moore / Alex Price / Nick
Harland / Samira Essebiyea / Harry Billen
|
|
|
|
|
|
Walbrook PR Limited
|
Tel: 020
7933 8780 or renalytix@walbrookpr.com
|
Paul McManus / Alice
Woodings
|
Mob: 07980
541 893 / 07407 804 654
|
|
|
CapComm Partners
|
Tel:
415-389-6400 or investors@renalytix.com
|
Peter DeNardo
|
|
|
|
| |
The person responsible for arranging
for the release of this Announcement on behalf of Renalytix is
James McCullough, CEO.
About Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX)
is an in-vitro diagnostics and laboratory services company that is
the global founder and leader in the new field of bioprognosis™ for
kidney health. The leadership team, with a combined 200+ years of
healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment
for rapid progressive decline in kidney function in adult patients
with T2D and early CKD (stages 1-3). We believe that by
understanding how disease will progress, patients and providers can
take action early to improve outcomes and reduce overall health
system costs. For more information, visit www.renalytix.com.
Forward Looking Statements
Statements contained in this
Announcement regarding matters that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended. Examples of
these forward-looking statements include statements concerning: the
anticipated timing of the admission of the Placing Shares, the
results of the General Meeting, the admission of the second
tranche, the expected closing of the Placing discussed in this
press release, the expected cash runway and the expected use of
proceeds of the Placing. Words such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "seeks," and similar
expressions are intended to identify forward-looking statements. We
may not actually achieve the plans and objectives disclosed in the
forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Any forward-looking statements
are based on management's current views and assumptions and involve
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in such statements. These risks and uncertainties include,
among others: the uncertainties related to market conditions; the
completion of the Placing on the anticipated terms or at all; that
kidneyintelX.dkd and KidneyIntelX are based on novel artificial
intelligence technologies that are rapidly evolving and potential
acceptance, utility and clinical practice remains uncertain; we
have only recently commercially launched KidneyIntelX; and risks
relating to the impact on our business of the COVID-19 pandemic or
similar public health crises. These and other risks are described
more fully in our filings with the Securities and Exchange
Commission (SEC), including our most recent Quarterly Report on
Form 10-Q and the "Risk Factors" section of our Annual Report on
Form 10-K filed with the SEC on 28 September 2023, and other
filings we make with the SEC from time to time. All information in
this press release is as of the date of the release, and we
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events,
or otherwise, except as required by law.
The Placing Shares have not been
registered under the Securities Act, or any state or other
applicable jurisdiction's securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state or other jurisdictions' securities
laws.
UK Product Governance
Requirements
Solely for the purposes of the
product governance requirements contained within Chapter 3 of the
FCA Handbook Product Intervention and Product Sourcebook (the
"UK Product Governance
Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in the FCA Handbook Conduct of Business
Sourcebook); 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 Ordinary Shares may
decline and investors could lose all or part of their investment;
the 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. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer. In all circumstances the Bookrunner will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of the FCA Handbook
Conduct of Business Sourcebook; 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 the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.