NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN
OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
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 FOR THE PURPOSES OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
Renalytix
plc
("Renalytix" or the "Company")
Completion of Financing and
Total Voting Rights
LONDON and SALT LAKE CITY, 15 April
2024 - Further to the
announcement on
8 April 2024,
Renalytix plc (NASDAQ:
RNLX) (LSE: RENX) announces that the sale and purchase of 2,666,667
ordinary shares of £0.0025 each ("Ordinary
Shares") to DB Capital Partners Healthcare,
L.P. ("DB Capital")
for an amount of $1.0 million (the "Initial Tranche Shares") is expected to
complete tomorrow.
DB Capital has the option to
purchase a subsequent tranche of Ordinary Shares at its discretion.
Both tranches are priced at $0.75 per NASDAQ American
Depositary Shares ("ADSs")
($0.375 per Ordinary Share). The aggregate total amount for
both tranches, if the option is fully exercised, is expected to be
up to $4 million in total financing.
An application has been made
to London Stock Exchange plc for admission of the Initial Tranche Shares to trading
on AIM. It is expected that admission of the Initial Tranche Shares
to trading on AIM will become effective on, or
around, 8 a.m. UK time on 16
April 2024 ("Admission"). The
Initial Tranche Shares will rank pari passu with the existing
Ordinary Shares of the Company.
Total Voting Rights
Following allotment and issue of the
Initial Tranche Shares, the Company's enlarged issued ordinary
share capital will be 126,219,016. 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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Capitalised terms used but not
defined in this announcement have the meanings given to them in the
announcement dated 8 April 2024, unless the context provides
otherwise.
The person responsible for arranging
for the release of this Announcement on behalf of Renalytix
is James McCullough, CEO.
For further information,
please contact:
Renalytix plc
|
www.renalytix.com
|
James McCullough, CEO
|
Via Walbrook
PR
|
|
|
Stifel (Nominated Adviser, Joint Broker)
|
Tel: 020 7710
7600
|
Alex Price / Nicholas Moore / Nick
Harland / Samira Essebiyea
|
|
|
|
Investec Bank plc (Joint Broker)
|
Tel: 020 7597
4000
|
Gary Clarence / Shalin
Bhamra
|
|
|
|
Walbrook PR Limited
Paul McManus / Alice Woodings /
Charlotte Edgar
|
Tel: 020 7933
8780 or renalytix@walbrookpr.com
Mob: 07980 541 893 / 07407 804 654 /
07884 664 686
|
|
|
CapComm Partners
|
|
Peter DeNardo
|
Tel:
415-389-6400 or
investors@renalytix.com
|
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.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the City Code
on Takeovers and Mergers ("Takeover
Code"), any person who is interested in one per
cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30
p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30
p.m. (London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover
Code, any person who is, or becomes, interested in one per cent. or
more of any class of relevant securities of the offeree company or
of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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
expected size of the total financing and the exercise of the
option. 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
exercise of the option 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 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 announcement 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.