Tissue Regenix Banks $52 Million and Pays $30 Million for Texas' CellRight

Confirmation Of Successful Fundraising Of £40 Million

Leeds, 21 July 2017 - Pursuant to the announcement released on 20 July 2017, Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix" or the "Company") is pleased to announce that it has successfully raised gross proceeds of £40 million through the Placing and Subscription of 400,000,000 new ordinary shares of 0.5 pence each at a price of 10 pence per new ordinary share. The Offer comprises of 395,400,000 Placing Shares and 4,600,000 Subscription Shares (together the "New Ordinary Shares"). Each of John Samuel, Alan Miller, Antony Odell, Jonathan Glenn, Paul Devlin, Steven Couldwell and Shervanthi Homer-Vanniasinkam have participated in the Subscription, further details of which are set out below. The Offer represents approximately 34.5 per cent. of the expected enlarged issued share capital of the Company.

 

The proceeds from the Placing will be used to finance the conditional acquisition of CellRight Technologies, a US regenerative medicine business focused on the development and commercialisation of a range of human tissue products based on proprietary bone processing techniques and soft tissue products for clinical applications in spine, dental, sports medicine and general surgery, for a total consideration of up to $30 million (£23 million)¹. The remaining funds will be used to accelerate the growth of the Enlarged Group and provide working capital to support the on-going commercialisation of the Group's existing programmes. The Acquisition will expand the market opportunity of the Enlarged Group and accelerate it towards its target of achieving profitability in 2020 2.

 

Due to the size of the Offer, the Offer is conditional, inter alia, on the passing of certain resolutions by shareholders of the Company at a general meeting expected to be convened at the offices of DLA Piper UK LLP, Princes Exchange, Leeds LS1 4BY  on Tuesday 8 August 2017 at 9 am  (the "General Meeting"). A Circular containing details of the Offer, the Acquisition and the Rule 9 Waiver and the notice of the General Meeting will be sent to shareholders shortly.

 

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that, subject to, inter alia, the passing of the resolutions at the General Meeting, admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the New Ordinary Shares, on or around 9 August 2017.

 

Further details of the Offer and Acquisition are set out in the announcement released on 20 July 2017.

 

Jefferies International Limited is acting as bookrunner, broker and nominated adviser in connection with the Placing and WG Partners LLP is acting as placement agent.  The Offer is not being underwritten.

 

 

 

Director's Interest

 

Following the completion of the Offer, the directors' holdings will be as set out in the table below:

 

	Number of Ordinary Shares currently held prior to Offer	Number of Subscription Shares subscribed pursuant to Offer	Number of Ordinary Shares following Offer	Percentage of Enlarged Share Capital immediately following Offer
John Samuel	24,276,928	2,000,000	26,276,928	2.26%
Alan Miller	21,886,988	1,000,000	22,886,988	1.97%
Antony Odell	5,572,800	150,000	5,722,800	0.49%
Jonathan Glenn	-	600,000	600,000	0.05%
Paul Devlin	-	300,000	300,000	0.03%
Steven Couldwell	-	300,000	300,000	0.03%
Shervanthi Homer-Vanniasinkam	-	250,000	250,000	0.02%
Randeep Singh Grewal	-	-	-	-

 

 

Total Voting Rights

 

Following the issue of the New Ordinary Shares, the Company's issued share capital will comprise 1,161,068,755 ordinary shares of 0.5 pence each. The total number of voting rights in the Company will be 1,161,068,755. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

 

Related Party Transaction

 

Invesco Asset Management Limited acting as agent for its discretionary managed clients including the Invesco Funds ("IAML"), IP Group plc ("IP Group") and Woodford Investment Management Limited acting as agent for its discretionary managed clients ("Woodford") are related parties of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders of the Company pursuant to the AIM Rules. Invesco Perpetual High Income Fund and Invesco Perpetual Income Fund (affiliates of IAML), IP2IPO Limited (an affiliate of IP Group) and Woodford have agreed to subscribe for 125,381,588, 50,000,000 and 139,000,000 New Ordinary Shares respectively as part of the Offer, conditional on Admission. Taking into account the related party transactions noted above, the Directors consider, having consulted with Jefferies, the Company's nominated adviser, that the terms of the Placing with such related parties are fair and reasonable in so far as its Shareholders are concerned.

 

Unless expressly defined in this announcement, all capitalised terms used in this announcement have the meanings stated in the announcement made on 20 July 2017 entitled "Acquisition of CellRight Technologies, proposed placing and subscription of new Ordinary Shares at a price of 10 pence per share to raise approximately £40 million and approval of waiver of obligations under Rule 9 of the Takeover Code".

 

 

(1)   The rate of exchange used for information in this announcement is US$ 1.3039 to £1.00, as published in the Daily Official List of the London Stock Exchange on 19 July 2017.

 

(2)   This is not a profit forecast and has not been reported on under Rule 28 of the Takeover Code.

 

 

For more Information:

 

Tissue Regenix Group plc                                                                   Tel: 07920 272 441

Caitlin Pearson, Corporate Communications Director

 

 

Jefferies International Limited (Nomad and broker)                           Tel: 020 7029 8000

Simon Hardy

Lee Morton

Christopher Binks

 

WG Partners Claes Sprang / Nigel Barnes	Tel:  020 3705 9321
FTI Consulting Ben Atwell / Brett Pollard / Mo Noonan / Rob Winder	Tel: 020 3727 1000