TIDMFUM
RNS Number : 7442X
Futura Medical PLC
23 December 2019
23 December 2019
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, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
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 FUTURA MEDICAL 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 FUTURA
MEDICAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX TO THE ANNOUNCEMENT MADE BY THE
COMPANY ON 20 DECEMBER 2019.
Futura Medical plc
("Futura" or the "Company")
Result of Fundraising and Participation of a
Director and Substantial Shareholder in the Fundraising
Futura, a pharmaceutical company developing a portfolio of
innovative products based on its proprietary, transdermal
Dermasys(R) drug delivery technology and focused on sexual health
and pain confirms that, further to the announcement made on Friday,
it has conditionally raised GBP3.25 million in aggregate before
fees and expenses through a successful Subscription and PrimaryBid
Offer at the Issue Price of 8 pence per share.
The GBP1.5 million PrimaryBid Offer was fully taken up. Due to
high demand, the PrimaryBid Offer was oversubscribed and closed
early.
The Company announces that existing institutional investor
Lombard Odier has subscribed for a total of 21,875,000 Investor
Subscription Shares (representing an aggregate investment of
GBP1.75 million) and that the 18,750,000 PrimaryBid Shares which
Lombard Odier had agreed to subscribe for, were clawed back in full
to meet accepted applications under the PrimaryBid Offer.
Director participation in the Fundraising and related party
transaction
James Barder, Chief Executive Offer, has agreed to subscribe for
PrimaryBid Shares. The number of PrimaryBid Shares subscribed for
by him pursuant to the PrimaryBid Offer, and his resulting
shareholding on Admission, are set out below:
Number of Percentage Number Number Percentage
Existing of existing of PrimaryBid of Ordinary of Enlarged
Ordinary issued share Shares Shares Share
Shares capital subscribed held Capital
Directors for on Admission on Admission
James Barder 1,085,972* 0.53% 125,000 1,210,972 0.49%
* beneficial and non-beneficial holding. James Barder also holds options over 1,750,000 Ordinary
Shares.
James Barder, by virtue of being a director of the Company, is
considered to be a "related party" as defined under the AIM Rules.
James Barder's participation in the PrimaryBid Offer constitutes a
related party transaction for the purposes of rule 13 of the AIM
Rules.
The Independent Directors (being all the Directors with the
exception of James Barder, who is participating in the PrimaryBid
Offer) consider, having consulted with the Company's nominated
adviser, Liberum, that the terms of James Barder's participation in
the PrimaryBid Offer is fair and reasonable insofar as the
Shareholders are concerned.
Substantial Shareholder participation in the Fundraising and
related party transaction
The following existing substantial Shareholder has agreed to
participate in the Fundraising:
Number of Percentage Number Number of Percentage
Existing Ordinary of existing of Subscription Ordinary of enlarged
Shares issued and Primary Shares held share
share capital Bid Shares following capital
subscribed Admission following
for Admission
Lombard Odier 25,489,477 12.45% 21,875,000 47,364,477 19.31%
Lombard Odier by virtue of being a substantial shareholder is
considered to be a "related party" as defined under the AIM Rules.
Lombard Odier's participation in the Subscription constitutes a
related party transaction for the purposes of rule 13 of the AIM
Rules.
The Directors consider, having consulted with the Company's
nominated adviser, Liberum, that the terms of Lombard Odier's
participation in the Subscription is fair and reasonable insofar as
the Shareholders are concerned.
Lombard Odier will receive a total of 10,937,500 warrants to
subscribe for further new Ordinary Shares at a price of 40 pence
per share, exercisable until the fifth anniversary of their issue,
in respect of its participation in the Subscription.
Both James Barder's and Lombard Odier's participation in the
Fundraising is conditional upon certain matters and events
including, amongst other things, the passing of the Resolutions,
the Subscription Agreement having become unconditional and
Admission of the Subscription Shares becoming effective on or
before 8 a.m. on 31 January 2020.
Posting of Circular & Notice of General Meeting
Completion of the Fundraising is conditional upon, amongst other
things, approval by existing Shareholders at a General Meeting of
the Company, expected to be held at the offices of Futura Medical
plc at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey
GU2 7YG at 11.00 a.m. on 17 January 2020. The Circular, containing
background information to the Fundraising, together with a notice
of the General Meeting, will be posted to Shareholders shortly.
For further information please contact:
+44 (0) 1483 685
Futura Medical plc 670
James Barder, Chief Executive Officer www.Futuramedical.com
Angela Hildreth, Finance Director & Chief
Operating Officer
Liberum
Nominated Adviser and Broker +44 (0) 20 3100 2000
Bidhi Bhoma/ Euan Brown/ Kane Collings
For media enquiries please contact
Optimum Strategic Communications +44 (0) 20 3950 9144
Mary Clark/ Eva Haas/ Hollie Vile
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 20 December 2019 to announce
the launch of the Fundraising.
Important Notice
Liberum is acting as nominated adviser and broker for and on
behalf of the Company for the Fundraising. Liberum is authorised
and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom. Liberum is not acting for the Company in relation
to the PrimaryBid Offer. Liberum is acting exclusively for the
Company and no one else in connection with the Fundraising and
Liberum will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for
providing advice in relation to the Fundraising 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 Liberum 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.
The Investor Subscription Shares and the PrimaryBid 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 may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Terms of the Subscription and the PrimaryBid Offer
The Company has conditionally raised approximately GBP3.25
million before expenses pursuant to the Subscription and PrimaryBid
Offer. The Issue Price represents a discount of approximately 25.58
per cent. to the Closing Price of 10.75 pence on 19 December 2019,
being the latest practicable date prior to the announcement of the
Subscription and the PrimaryBid Offer.
Subject to the satisfaction of the conditions under the
Subscription and PrimaryBid Offer including, inter alia, the
passing of the Resolutions, the Company will issue 40,625,000 new
Ordinary Shares in aggregate at the Issue Price, thereby raising
approximately GBP3.25 million, before expenses, and GBP3.0 million,
after the expenses of the Subscription and PrimaryBid Offer. The
Investor Subscription Shares and PrimaryBid Shares issued pursuant
to the Fundraising will represent approximately 16.6 per cent. of
the Enlarged Share Capital on Admission.
No element of the Fundraising has been underwritten by Liberum.
The Company has agreed to pay certain advisory fees to Liberum in
connection with the Fundraising, to Lombard Odier in connection
with its participation in the Subscription and PrimaryBid Offer,
and to PrimaryBid in connection with the PrimaryBid Offer.
The Subscription and the PimaryBid Offer are conditional, inter
alia, upon:
-- the Resolutions being passed at the General Meeting or any
adjournment thereof by no later than 11 a.m. on or around 17
January 2020;
-- each of the warranties contained in the Subscription
Agreement being and remaining accurate and not misleading until
Admission;
-- the Company having complied in all material respects with its
obligations and having satisfied the conditions herein which are to
be performed or satisfied prior to Admission; and
-- Admission taking place by no later than 8 a.m. on 20 January
2020 (or such later date as the Company may agree with
Liberum).
If any of the conditions are not satisfied, the Investor
Subscription Shares and the PrimaryBid Shares will not be issued
and any monies received from the subscribers will be returned to
them (at the subscribers' risk and without interest) as soon as
possible thereafter. In relation to the PrimaryBid Offer only in
the event of any conflict between the incorporated contractual
conditions which apply to the Subscription and the further
conditions of PrimaryBid, the contractual conditions which apply to
the Subscription will prevail.
Admission and dealings
Application will be made to the London Stock Exchange for the
Investor Subscription Shares and the PrimaryBid Shares to be
admitted to trading on AIM. Subject to passing of the Resolutions,
it is expected that Admission will become effective and that
dealings in the Investor Subscription Shares and the PrimaryBid
Shares will commence on or around 8 a.m. on 20 January 2020. The
Investor Subscription Shares and the PrimaryBid Shares will, when
issued, be credited as fully paid and will rank equally in all
respects with the Existing Ordinary Shares already in issue,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after the date of issue of the Investor Subscription Shares and the
PrimaryBid Shares.
General Meeting
The Circular and a form of proxy in relation to the General
Meeting to be convened in connection with the Fundraising will be
posted to shareholders shortly. The Circular contains notice of the
General Meeting which is to be held at the offices of Futura
Medical plc, at Surrey Technology Centre, 40 Occam Road, Guildford,
Surrey GU2 7YG at 11.00 a.m. on 17 January 2020.
Expected Timetable of Principal Events
Launch of the Fundraising 4:30 p.m. on 20 December
2019
PrimaryBid Offer open from 4:31 p.m. on 20 December
2019
PrimaryBid Offer closed at 5 p.m. on 22 December
2019
Announcement of the result of the Fundraising 23 December 2019
Publication and posting of the this 24 December 2019
document and Notice of General Meeting
and Form of Proxy
Latest time and date for receipt of Forms 11:00 a.m. on 15 January
of Proxy 2020
General Meeting 11:00 a.m. on 17 January
2020
Results of the General Meeting announced 17 January 2020
Admission of Subscription Shares and PrimaryBid 8 a.m. on 20 January
Shares to trading on AIM and commencement 2020
of dealings
CREST accounts to be credited for Subscription 8 a.m. on 20 January
Shares to be held in uncertificated form 2020
Dispatch of definitive share certificates by 27 January 2020
for Subscription Shares and PrimaryBid
Shares to be held in certificated form
All references to time in this document are to London time,
unless otherwise stated
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name James Barder
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2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Chief Executive Officer
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b) Initial notification/Amendment Initial notification
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3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name Futura Medical plc
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b) LEI 21380053QLT46UNV2303
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4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been conducted
-------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 0.2 pence each
instrument, type of instrument
Identification code GB0033278473
---------------------------------- -------------------------------------
b) Nature of the transaction Subscription for ordinary shares
through conditional fundraising.
Subscription is conditional on
passing of the certain resolutions
at the Company's general meeting
to be held on 17 January 2020.
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c) Price(s) and volume(s) Price(s) Volume(s)
8p 125,000
----------
---------------------------------- -------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
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e) Date of the transaction 23 December 2019
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f) Place of the transaction London Stock Exchange AIM Market
(XLON)
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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
DSHTTBBTMBMTTFL
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December 23, 2019 02:00 ET (07:00 GMT)
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