TIDMRUA
RNS Number : 4367I
RUA Life Sciences PLC
11 December 2020
11 December 2020
RUA Life Sciences plc
Conditional Placing and Subscription to raise GBP6.0m
Open Offer to Qualifying Shareholders to raise up to a further
GBP1.0m
Cenkos Securities plc appointed joint broker
RUA Life Sciences plc (AIM: RUA or the "Company" or the
"Group"), the holding company of a group of medical device
businesses focused on the exploitation of Elast-Eon(TM), a
long-term implantable biostable polymer, is pleased to announce it
has conditionally raised approximately GBP6.0 million by way of a
Placing and Subscription to new and existing investors.
Furthermore, to provide Shareholders with the opportunity to
also subscribe for new Ordinary Shares, the Company is proposing to
raise up to an additional c.GBP1.0 million by way of an Open Offer
made to Qualifying Shareholders.
Key features of the Fundraising
-- Conditional Placing and Subscription to raise GBP6.0 million
through the conditional issue to placees of 4,908,333 New Ordinary
Shares at 120 pence per share, with new and existing institutional
investors, and subscription by certain directors and their family
members for 91,667 New Ordinary Shares on the same terms as the
Placing.
-- Open Offer to raise up to an additional c.GBP1.0 million
through an Open Offer of up to 831,522 New Ordinary Shares at 120
pence per share to Qualifying Shareholders, being 3 Open Offer
Shares for every 59 Existing Ordinary Shares. The latest time and
date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m.
on 29 December 2020.
-- The Fundraising is conditional, inter alia, on the passing of
certain transaction specific resolutions ("Resolutions") by the
Shareholders at a General Meeting, which will be convened for 11.00
a.m. on 30 December 2020 ("General Meeting").
-- If the Resolutions are passed at the General Meeting, the New
Ordinary Shares are expected to be admitted to trading on AIM at
8.00am on 31 December 2020.
-- Cenkos Securities plc has been appointed as joint broker to
the Company and acted as sole bookrunner in connection with the
Placing.
Use of proceeds
The net proceeds of the Placing and Subscription of
approximately GBP5.5 million will be used by the Company primarily
to fund the acceleration of the Group's surgical heart valve
through to human trials, to accelerate development of the Company's
TAVI valve, to scale up the Group's graft manufacture to meet
anticipated demand and to allow further investment in capital
equipment to assist in the scale up of the Group's capacity.
General meeting
The Fundraising is conditional, inter alia, upon Shareholder
approval at the General Meeting, which will be held at 11.00am on
30 December 2020.
In light of the ongoing COVID-19 pandemic and with a view to
taking appropriate measures to safeguard its Shareholders' health
and make the General Meeting as safe and efficient as possible, the
Company is urging Shareholders to exercise their votes by
submitting their Form of Proxy and appointing the Chairman of the
General Meeting as their proxy.
Shareholders will not be allowed to attend the meeting in
person, as to do so would be inconsistent with current government
guidelines relating to COVID-19, in particular the advice for
people to avoid public gatherings, all non-essential travel and
social contact. Any Shareholder seeking to attend the General
Meeting in person will be refused entry.
The Company is actively following developments and will issue
further information through a Regulatory Information Service and/or
on its website (www.rualifesciences.com) if it becomes necessary or
appropriate to make any alternative arrangements for the General
Meeting. The General Meeting will be purely functional in format to
comply with the relevant legal requirements.
Questions related to the business of the General Meeting can be
raised by Shareholders in advance of the General Meeting and, in so
far as is relevant to the business of the General Meeting, will be
taken into account as appropriate at the General Meeting itself. A
summary of the questions received (if any), together with the
answers, will be published on the Company's website shortly after
the General Meeting has concluded. If any Shareholder would like to
ask questions about the business of the General Meeting, they
should contact the Company Secretary at
kate.full@rualifesciences.com in advance of the General
Meeting.
The Company will shortly be posting a Notice of General Meeting
and an accompanying circular (the "Circular") to Shareholders
following the release of this announcement. All relevant documents
will also be available to download from the Company's website at
www.rualifesciences.com/investor-relations/.
Terms defined in the Circular apply throughout this
announcement, unless the context requires otherwise.
Subject to, inter alia, the passing of the Resolutions at the
General Meeting, up to 5,831,522 Ordinary Shares are expected to be
admitted to trading on AIM at 8.00 am on 31 December 2020.
Bill Brown, Chairman of RUA Life Sciences plc, said:
"RUA Life Sciences has seen exciting developments of late, with
the business having recently transformed into a fully formed
medical device manufacturer; the vascular and graft business being
engaged in commercialisation discussions with major corporations;
and the heart valve business returning exceptional testing
results.
The Company is now entering a pivotal point in the
commercialisation of its products, and with the new funds to help
accelerate these exciting pathways, this inflection point is
evidenced by new institutional shareholders joining the register
via the Placing."
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
For more information please contact:
RUA Life Sciences plc
Bill Brown, Chairman Tel: +44 (0) 77 3071
David Richmond, CEO 8296
Tel: +44 (0) 78 9999
6400
Shore Capital (Nomad and Joint Broker)
Tom Griffiths/David Coaten Tel: +44 (0)20 7408
Cenkos Securities plc (Joint Broker) 4080
Tel: +44 (0) 20 7397
8900
Russell Cook/Max Gould (Corporate Finance)
Michael Johnson (Sales)
About RUA Life Sciences plc
The RUA Life Sciences group was created in April 2020 when RUA
Life Sciences Plc (formerly known as AorTech International Plc)
acquired RUA Medical Devices Limited to create a fully formed
medical device business. RUA Life Sciences is the holding company
of the Group's four trading businesses, each exploiting the Group's
patented polymer technology.
Our vision is to improve the lives of millions of patients by
improving and enabling medical devices with Elast-Eon(TM), widely
accepted as being the most biostable of all long-term implantable
polyurethanes.
Whether it is licensing Elast-Eon(TM), manufacturing a device or
component or developing next generation medical devices, a RUA Life
Sciences business is pursuing our vision.
Elast-Eon(TM)'s biostability is comparable to silicone while
exhibiting excellent mechanical, blood contacting and flex-fatigue
properties. These polymers can be processed using conventional
thermoplastic extrusion and moulding techniques. With over 7
million implants and over 14 years of successful clinical use, the
Group's polymers are proven in long-term life enabling
applications.
The Group's four business units are:
RUA Medical : End-to-end contract developer and manufacturer
of medical devices and implantable fabric specialist.
RUA Biomaterials Licensor of Elast-Eon (TM) polymers to the medical
: device industry.
RUA Vascular Commercialisation of large bore polymer sealed
: grafts and soft tissue patches.
RUA Structural Development of tri leaflet polymeric heart valves.
Heart :
The following is extracted from the Circular:
1. Introduction
The Company has today announced that it has conditionally raised
GBP6.0 million (before expenses), pursuant to a Placing of GBP5.89
million and, in addition, certain Directors and their families
intend to subscribe approximately GBP0.11 million for the
Subscription Shares. The Company is undertaking an Open Offer to
raise up to an additional GBP1.0 million. The Open Offer provides
Qualifying Shareholders with an opportunity to participate in the
proposed issue of New Ordinary Shares on the same terms as the
Placees.
The issue price of 120 pence per New Ordinary Share represents a
25 per cent. discount to the closing middle market price of 160
pence per Existing Ordinary Share on 10 December 2020, the last
Business Day before the announcement of the Proposals.
The Fundraising is conditional, inter alia, on the passing of
Resolutions 1 and 2 by Shareholders at the General Meeting, which
has been convened for 11:00 a.m. on 30 December 2020. If the
Resolutions are passed, the New Ordinary Shares are expected to be
allotted immediately after the General Meeting, conditional on
Admission, which is expected to occur at 8:00 a.m. on 31 December
2020. Should Shareholder approval not be obtained at the General
Meeting, the Fundraising will not proceed. The Fundraising has not
been underwritten.
The purpose of this document is to explain the background to the
Fundraising, to set out the reasons why the Board believes that the
Proposals are in the best interests of the Company and its
Shareholders and to seek Shareholder approval of the Resolutions at
the forthcoming General Meeting, which will be held at the offices
of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ
at 11:00 a.m. on 30 December 2020.
As at the date of this Document, the UK and Scottish Governments
have implemented various restrictions as a result of the COVID-19
pandemic, including restrictions on public gatherings and
non-essential travel, (generally referred to as "COVID related
restrictions"). The Board have accordingly decided on special
arrangements to apply for the holding of the General Meeting which
will be run as a "closed meeting". Shareholders must not attend the
General Meeting in person and anyone seeking to attend will be
denied entry. Further details are set out in Section 9 below.
2. Background to and reasons for the Fundraising
Background
The RUA Life Sciences Group, owns patents for the novel
bio-compatible polymer, Elast-Eon(TM), provides third-party medical
device development and manufacturing services and is internally
developing Elast-Eon(TM) based medical devices to treat
cardiovascular conditions. Through its licensees, RUA has been
producing and selling the Elast-Eon(TM) polymer which has been used
in long term implantable devices for over 14 years. Devices
incorporating Elast-Eon(TM) are used in circulatory support,
urology, vascular and cardiac rhythm management.
Following the acquisition of RUA Medical Devices Limited in
April 2020 the Group is now able to design, develop and manufacture
its own products to exploit the potential of the Elast-Eon(TM)
technology. The Group's vascular products under development include
a range of vascular grafts and soft tissue patches. The Group is
also developing a disruptive synthetic leaflet system for
incorporation into both surgical and trans catheter implantable
heart valves. The leaflet system is designed to have multiple
advantages over existing heart valve products, both mechanical
valves and animal-based implants.
Elast-Eon(TM)
The Elast-Eon(TM) family of polymers combine the advantageous
properties of both polyurethanes and silicone rubbers into a single
material. These polymers exhibit the physical and mechanical
performance of polyurethanes and a biological stability that
surpasses rigid biostable polyurethanes. Elast-Eon(TM) polymers are
widely accepted as being the most biostable of all polyurethane
materials and, as such, are being used in long-term implantation.
The materials are ideal for use in implantable medical devices such
as cardiac pacing leads, neuromodulation leads, stent coating, and
interventional cardiac devices. There is currently a wide range of
Elast-Eon(TM) polymer compounds available to the medical market.
Main competing products in this area are CarboSil (R) and PurSil
(R) by DSM Biomedical BV, and Tecothane (R) and Carbothane (R) by
Lubrizol.
Elast-Eon(TM) displays beneficial properties such as being
biocompatible, durable and abrasion resistant, non-calcific, bio
stable, non-inflammatory and shows good wear properties. The
current COVID-19 pandemic has highlighted the benefits of using a
highly biocompatible polymer over the traditional animal-sourced
alternatives, such as collagen and gelatine. Cases of disease
transmission from animal to human and then back to the animals are
strong drivers for the use of stable polymer-based alternatives
such as Elast-Eon(TM).
Vascular Business
The Group's vascular business aims to participate in the
vascular graft market, valued at approximately US $2 billion in
2018, and the cardiovascular and soft tissue patches market, valued
at approximately US $3 billion in 2018. The Group has developed and
manufactured a range of large bore vascular grafts which are
currently undertaking regulatory testing with the objective of
seeking regulatory approval to commence marketing them. These
grafts combine the sealing properties of the Elast Eon(TM) bio
compatible polymer with an improved graft construction utilising
the Group's implantable textile expertise. The grafts fully
eliminate the use of animal by products such as collagen and
gelatine.
Structural Heart
The Group is aiming to disrupt the surgical and TAVI heart valve
market projected to reach US $8 billion in 2022, in the global
treatment of heart disease. The Group aims to achieve this by
delivering a synthetic heart valve that will be durable, so
reducing the need for future replacement, and should not require
lifelong drug treatment. As well as these clinical advantages, the
manufacturing costs of a synthetic valve are expected to be
considerably less than those of current valve technology making
this a potentially disruptive advance in heart valve surgery.
Reasons for the Fundraising
Vascular Business
The Group continues to develop its key products in both the
vascular and heart value businesses and has seen recent continued
success in their development.
Vascular graft and patch commercial discussions have been
progressing well and include the Group currently being under
non-disclosure agreements with major corporations. Indicative
demand from OEM customers would mean the Group requires a scale up
in production capacity to meet potential demand, which would
require investment in equipment, tooling and people. The Group is
also pursuing commercial deals for its own portfolio of medical
devices to be brought to market through experienced distributors of
cardio vascular devices.
Heart Valve
Recent testing of the Group's surgical heart valve, as announced
on 23 November 2020, returned excellent results and indicates that
the valve would work in humans. Recent transactions in developing
heart valve technologies indicate that a competitor company with a
polymeric surgical valve may, the Directors believe, be worth
around GBP120 million at the point of early stage feasibility
trials in man ("First in Man").
Additional capital investment should shorten the FDA submission
timeline for surgical values by approximately two years and should
accelerate the development of the Group's TAVI valve to "First in
Man" status by approximately three years. The Group thus sees an
opportunity to accelerate the commercialisation of its surgical
heart value and increase value for shareholders.
3. Use of Proceeds
The Company has conditionally raised gross proceeds of
approximately GBP6.0 million by way of the Placing and the
Subscription. The Open Offer will be in addition to this amount.
The primary purposes of the Fundraising are to fund the
acceleration of the Group's surgical heart valve through to human
trials, to accelerate development of the Group's TAVI valve, to
scale up the Group's graft manufacture to meet anticipated demand
and to allow further investment in capital equipment to assist in
the scale up of the Group's capacity.
4. Details of the Fundraising
The Company has conditionally raised up to approximately GBP 6.0
million (before expenses), comprising: i) the Placing to raise GBP
5.89 million (before expenses) through a placing of 4,908,333 New
Ordinary Shares at 120 pence per share with institutional and other
investors; ii) the Subscription to raise GBP0.11 million through a
subscription for 91,667 New Ordinary Shares at 120 pence per share
by certain Directors and their families; and iii) the Open Offer to
raise up to an additional GBP1.0 million (before expenses) through
an Open Offer of up to
831,522 New Ordinary Shares at 120 pence per share with Qualifying Shareholders.
The Fundraising has not been underwritten and is conditional,
inter alia, upon:
a) the passing of Resolutions 1 and 2 by Shareholders at the General Meeting;
b) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
c) Admission occurring by not later than 8:00 a.m. on 31
December 2020 (or such later time and/or date as the Company
,Cenkos Securities and Shore Capital may agree, not being later
than 8:00 a.m. on 31 January 2021).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of waiver), the Fundraising will not proceed,
the New Ordinary Shares will not be issued and all monies received
by Cenkos Securities, the Company or the Receiving Agents (as the
case may be) will be returned to the applicants (at the applicants'
risk and without interest) as soon as possible thereafter.
The Directors believe that the Placing Shares will meet the
requirements of section 173 ITA for the purposes of the EIS and the
Company is a Qualifying Holding and the Placing Shares are eligible
shares for the purposes of investment by VCTs. EIS/VCT relief will
not be available in respect of the Open Offer Shares.
Details of the Placing
Under the terms of the Placing Agreement, Cenkos Securities has
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price. The Placing Agreement
contains certain warranties and indemnities from the Company in
favour of Shore Capital and Cenkos Securities and Shore Capital or
Cenkos Securities may terminate the Placing Agreement in certain
customary circumstances.
Details of the Open Offer
In recognition of their continued support to the Company, the
Board believes that the Open Offer provides the Company's
longstanding and supportive Shareholders with an opportunity to
participate in the Fundraising.
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe, at the Issue Price, for an aggregate of
831,522 Open Offer Shares, raising gross proceeds of up to
approximately GBP1.0 million.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
3 Open Offer Shares for every 59 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Ordinary Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be made available under the Excess
Application Facility.
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their Open Offer
Entitlement.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Qualifying
Shareholders can apply for less or more than their Open Offer
Entitlements but the Company cannot guarantee that any application
for Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares in whole or in part but reserves the right at its
sole discretion not to satisfy, or to scale back, applications made
in excess of Open Offer Entitlements.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements for Qualifying CREST
Shareholders to be admitted to CREST. It is expected that the Open
Offer Entitlements and the Excess CREST Open Offer Entitlements
will be admitted to CREST on 14 December 2020. Applications through
the CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim.
The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or
CREST applications and payment in respect of the Open Offer is
11:00 a.m. on 29 December 2020.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to paragraph 5 below.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part III of this document and on the
accompanying Application Form.
Rights of the New Ordinary Shares and application for
Admission
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Articles of Association
and rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application will be made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission of the New Ordinary Shares will occur on or
around 8:00 a.m. on 31 December 2020 (or such later time and/or
date as Cenkos Securities or Shore Capital may agree with the
Company, being not later than 8:00 a.m. on 31 January 2021 ).
5. Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is
drawn to the information which appears in paragraph 6 of Part III
of this document.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
6. Risk factors and additional information
The attention of Shareholders is drawn to the Risk Factors set
out in Part II and the information contained in Parts III and IV of
this document, which include additional information on the Open
Offer.
7. Directors' participation in the Fundraising
As part of the Fundraising, certain Directors (or their family
members) intend to subscribe for an aggregate of 91,667
Subscription Shares at the Issue Price. Details of the Subscription
Shares for which the Directors (or their family members) intend to
subscribe (either personally or through a nominee) are:
Director (or family Number of Subscription Value of Subscription
member) intending to Shares Shares
subscribe for Subscription
Shares
William Brown* 62,500 GBP75,000
----------------------- ----------------------
David Richmond - -
----------------------- ----------------------
John McKenna* 16,667 GBP20,000
----------------------- ----------------------
John Ely 4,167 GBP5,000
----------------------- ----------------------
Geoffrey Berg 8,333 GBP10,000
----------------------- ----------------------
*in the case of this Director, it is intended that the
Subscription will be made by adult, non-dependent children.
The Directors' interests in the Enlarged Share Capital, assuming
full subscription under the Open Offer, will be:
Director Number of Ordinary Shares Percentage of Enlarged
Share Capital
William Brown 473,315 2.1%
-------------------------- -----------------------
David Richmond 1,533,334 6.9%
-------------------------- -----------------------
John McKenna 18,785 0.1%
-------------------------- -----------------------
John Ely 4,167 0.0%
-------------------------- -----------------------
Geoffrey Berg 25,000 0.1%
-------------------------- -----------------------
8. General Meeting
T he General Meeting is being called to seek Shareholders'
approval to grant new authorities to enable the Directors, inter
alia, to allot the New Ordinary Shares.
You will find set out at the end of this Document a notice
convening the General Meeting to be held at the offices of Davidson
Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ at 11.00 a.m.
on 30 December 2020 at which the following resolutions will be
proposed:
Resolution 1 - Authority to allot shares (Ordinary
Resolution)
This resolution seeks the approval of Shareholders to authorise
the Directors to allot the New Ordinary Shares for the purposes of
the Fundraising.
Resolution 2 - Powers to disapply pre-emption rights (Special
Resolution)
This resolution seeks the approval of Shareholders to authorise
the Directors to disapply pre-emption rights in connection with the
allotment of New Ordinary Shares for the purposes of the
Fundraising.
Resolution 3 - Authority to allot shares (Ordinary
Resolution)
A resolution was approved at the Company's annual general
meeting held on 11 August 2020 which gave the Directors a general
authority to allot new shares in the Company and to grant rights to
subscribe for, or convert any securities into, shares. As the
issued share capital of the Company will be increased by the issue
of the New Ordinary Shares, the Board would like to renew this
authority to take account of the Enlarged Share Capital and to
provide the Directors with flexibility to allot new Ordinary Shares
and grant rights up until the Company's next annual general meeting
within the limits prescribed by the Investment Association.
The Investment Association's guidelines on Directors' allotment
authority state that the Association's members will regard as
routine any proposal at a general meeting to seek a general
authority to allot an amount up to two-thirds of the existing share
capital, provided that any amount in excess of one-third of the
existing share capital is applied to fully pre-emptive rights
issues only.
This resolution would authorise the Directors to allot (or grant
rights over) new Ordinary Shares in the Company (i) under an open
offer or in any situation other than a rights issue up to an
aggregate nominal amount of GBP366,049 (representing approximately
33 per cent. of the Enlarged Share Capital) and (ii) under a rights
issue up to an aggregate nominal amount of GBP732,098 (representing
approximately 66 per cent. of the Enlarged Share Capital).
Resolutions 4 and 5 - Powers to disapply pre-emption rights
(Special Resolutions)
These resolutions will replace the authorities and powers
granted by resolutions passed at the Company's annual general
meeting on 11 August 2020 and would give the Directors powers to
allot Ordinary Shares for cash without first offering those shares
to existing shareholders in proportion to their existing
holdings.
The resolutions seek powers which reflect the Statement of
Principles published by the Pre-Emption Group in March 2015 (and
endorsed by the Investment Association) which provide that a
company may seek power to issue on a non-pre-emptive basis for cash
shares in any one year representing: (i) no more than 5 per cent.
of the company's issued ordinary share capital; and (ii) no more
than an additional five per cent. of the company's issued ordinary
share capital provided that such additional power is only used in
connection with an acquisition or specified capital investment.
Accordingly, and in line with best practice, the Board is
seeking two separate powers to disapply pre-emption rights.
Resolution 4 would permit the Board to allot Ordinary Shares for
cash on a non-pre-emptive basis both in connection with a rights
issue or similar pre-emptive issue and, otherwise than in
connection with any such issue, up to a maximum nominal amount of
GBP55,462. This amount represents approximately 5 per cent. of the
Enlarged Share Capital. This resolution will permit the Board to
allot Ordinary Shares for cash, up to the specified level, in any
circumstances (whether or not in connection with an acquisition or
specified capital investment).
Resolution 5 would give the Board an additional power to allot
Ordinary Shares for cash on a non-pre-emptive basis up to a further
maximum nominal amount of GBP55,462 (again representing
approximately 5 per cent. of the Enlarged Share Capital). In
compliance with the Pre-Emption Group's Statement of Principles,
the Directors confirm that they will not allot shares for cash on a
non-pre-emptive basis pursuant to the power conferred by Resolution
5 other than in connection with an acquisition or specified capital
investment which is announced contemporaneously with the issue or
which has taken place in the preceding six-month period and is
disclosed in the announcement of the allotment.
The authorities to allot and to waive pre-emption rights in
terms of Resolutions 1 and 2 are in addition to existing powers and
authorities and are specific to the Fundraising.
The authorities to allot and to waive pre-emption rights in
terms of Resolutions 3, 4 and 5 are in substitution for the
authorities given to the Directors at the 2020 annual general
meeting of the Company and will fall to be renewed at the 2021
annual general meeting of the Company.
9. Arrangements for the General Meeting
At the date of this Document, the UK and Scottish Governments
have implemented various restrictions as a result of the COVID-19
pandemic, including restrictions on public gatherings and
non-essential travel. The Board have accordingly decided on special
arrangements to apply for the holding of the General Meeting. If
there are any changes to these arrangements, they will be
communicated to Shareholders via the Company's website at
https://rualifesciences.com/investor-relations/.
-- The General Meeting will be run as a "closed meeting".
Shareholders must not attend the General Meeting in person and
anyone seeking to attend will be denied entry. Similarly, only the
Chairman of the General Meeting should be appointed as a proxy or
corporate representative of a Shareholder.
-- The Company will make arrangements for a quorum to be present
(expected to be two Directors, who are Shareholders) to transact
the business of the meeting as set out in the Notice of the General
Meeting.
-- All the Resolutions will be voted on by way of a poll vote,
so that all valid proxies appointing the Chairman of the General
Meeting submitted by Shareholders will be included in the
voting.
-- The Directors strongly recommend you to complete and return
the Form of Proxy, with your voting instructions, in accordance
with the instructions on the Form. The deadline for the receipt of
a Proxy Form by the Registrars is 11.00 a.m. on 24 December
2020.
-- Questions related to the business of the General Meeting can
be raised by Shareholders in advance of the General Meeting and, in
so far as is relevant to the business of the General Meeting, will
be taken into account as appropriate at the General Meeting itself.
A summary of the questions received, together with the answers,
will be published on the Company's website shortly after the
General Meeting has concluded. If any Shareholder would like to ask
questions about the business of the General Meeting, they should
contact the Company Secretary at kate.full@rualifesciences.com in
advance of the General Meeting.
-- The results of the General Meeting will be announced as soon
as practicable after it has taken place.
Whilst submission of a proxy would not ordinarily preclude
Shareholders from attending and voting in person at the General
Meeting or any adjournment thereof, in line with the Covid related
restrictions, any Shareholder attempting to attend the General
Meeting will be denied entry.
Shareholders will find accompanying this Document a Form of
Proxy for use in connection with the General Meeting. The Directors
strongly recommend Shareholders to complete the Form of Proxy in
accordance with the instructions thereon and return it so as to be
received by the Registrar as soon as possible and in any event not
later 11.00 a.m. on 24 December 2020.
10. Action to be taken by Shareholders
General Meeting
Qualifying Non-CREST Shareholders should check that they have
received the following with this document:
-- an Application Form to enable participation in the Open Offer;
-- a Form of Proxy for use in relation to the General Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
so as to be received, by post to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible but
in any event so as to arrive by not later than 11:00 a.m. on 24
December 2020 (or, in the case of an adjournment of the General
Meeting, not later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any part of a day that
is not a Business Day)).
Open Offer
The latest time for application under the Open Offer to be
received is 11.00 a.m. on 29 December 2020. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your Open Offer Entitlements or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement. The procedures for application and payment are
set out in Part III of this document.
If you are a Qualifying Non-CREST Shareholder you will have
received an Application Form which gives details of your
entitlement under the Open Offer (as shown by the number of Open
Offer Entitlements allocated to you). If you wish to apply for Open
Offer Shares under the Open Offer (whether in respect of your Open
Offer Entitlement or both your Open Offer Entitlement and any
Excess Shares), you should complete the accompanying Application
Form in accordance with the procedure for application set out in
Part III of this document. Shareholders are advised to return the
Application Form using the enclosed reply-paid envelope, which can
also be used for return of completed Forms of Proxy.
If you are a Qualifying CREST Shareholder and do not hold any
Existing Ordinary Shares in certificated form, no Application Form
is enclosed with this document and you will receive a credit to
your appropriate stock account in CREST in respect of the Open
Offer Entitlements representing your entitlement under the Open
Offer except (subject to certain conditions) if you are an Overseas
Shareholder who has a registered address in, or is a resident in or
a citizen of a Restricted Jurisdiction. Applications by Qualifying
CREST Shareholders for Excess Shares in excess of their Open Offer
Entitlements should be made in accordance with the procedures set
out in Part III of this document, unless you are an Overseas
Shareholder, in which event applications should be made in
accordance with the procedures set out in paragraph 6 of Part III
of this document. Qualifying CREST Shareholders who are CREST
sponsored members should refer to their CREST sponsors regarding
the action to be taken in connection with this document and the
Open Offer.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the FSMA if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
11. Additional information
Your attention is drawn to the risk factors set out in Part II
of this Document. Shareholders are advised to read the whole of
this Document and not rely solely on the summary information
presented in this letter.
Details of the actions to be taken if you wish to subscribe for
Open Offer Shares are provided in Part III of this Document.
12. Recommendation
The Directors believe that the Fundraising is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions as they intend so to do in
respect of their beneficial shareholdings amounting to 2,042,101
Existing Ordinary Shares, representing approximately 12.5 per cent.
of the Company's issued Ordinary Share capital.
Yours faithfully
William Brown
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Record Date for the Open Offer 6.00 p.m. on 9 December
Announcement of details of the Fundraising 11 December
Publication and posting of this Document, 11 December
Form of Proxy and Application Form
Ex-entitlement Date for the Open Offer 7.00 a.m. on 14 December
Open Offer Entitlements and Excess CREST As soon as practical
Open Offer Entitlements credited to stock after 8:00 a.m. on 14
accounts of Qualifying CREST Shareholders December
in CREST
Latest recommended time and date for requesting 4.30 p.m. on 21 December
withdrawal of Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 22 December
Offer Entitlements into CREST
Latest time and date for splitting of Application 3.00 p.m. on 23 December
Forms (to satisfy bona fide market claims
only)
Latest time and date for receipt of completed 11.00 a.m. on 24 December
Forms of Proxy and receipt of electronic
proxy appointments via the CREST system
Latest time and date for receipt of the 11.00 a.m. on 29 December
completed Application Form and appropriate
payment in respect of Open Offer Shares
or settlement of relevant CREST instruction
General Meeting 11.00 a.m. on 30 December
Announcement of result of General Meeting 30 December
and Placing and Open Offer
Admission of and commencement of dealings 8.00 a.m. on 31 December
in the New Ordinary Shares on AIM
New Ordinary Shares credited to CREST stock 31 December
accounts
Despatch of definitive share certificates Within 10 days of Admission
for New Ordinary Shares
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service.
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting.
All references to time and dates in this document are to time
and dates in London.
KEY STATISTICS
Number of Existing Ordinary Shares 16,353,275
Number of Placing Shares 4,908,333
Number of Subscription Shares 91,667
Maximum number of Open Offer Shares 831,522
Issue Price 120 pence
Percentage of the Enlarged Share Capital represented 26.3 per cent.
by the New Ordinary Shares*
Gross proceeds of the Placing and Subscription GBP6 million
Maximum gross proceeds of the Open Offer approximately GBP1
million
Estimated net proceeds of the Fundraising up to approximately
GBP6.44 million
Number of Ordinary Shares in issue immediately
following the Fundraising* 22,184,797
*Assuming full take up under the Open Offer
DEFINITIONS
The following de nitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules for Companies" the AIM Rules for Companies, as published
and amended from time to time by the London
Stock Exchange;
"Application Form" the application form enclosed with this
document on which Qualifying Non-CREST
Shareholders may apply for Open Offer
Shares under the Open Offer;
"Articles of Association" the Company's articles of association
as at the date of this document;
"Board" or "Directors" the directors of the Company as at the
date of this document, whose names are
set out on page 11 of the Circular;
"Business Day" any day (excluding Saturdays and Sundays)
on which banks are open in London for
normal banking business and the London
Stock Exchange is open for trading;
" Cenkos Securities " Cenkos Securities plc, a public limited
company incorporated in England and Wales
under registered number 05210733 and having
its registered office at 6.7.8 Tokenhouse
Yard, London, EC2R 7AS, the Company's
broker for the purposes of the Fundraising;
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not in CREST);
"Chairman" the chairman of the Board;
"Company" or "RUA" or RUA Life Sciences plc, a company registered
'RUA Life Sciences" in Scotland with registered number SC170071;
"CREST" the relevant system for the paperless
settlement of trades and the holding of
uncerti cated securities operated by Euroclear
UK & Ireland Limited in accordance with
the CREST Regulations;
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available
at www.euroclear.com;
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Regulations);
"CREST member account the identification code or number attached
ID" to a member account in CREST;
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
CREST Regulations);
"CREST participant ID" shall have the meaning given in the CREST
Manual;
"CREST payment" shall have the meaning given in the CREST
Manual;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate legislation
for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a
CREST sponsored member;
"EIS" the Enterprise Investment Scheme under
the provisions of Part 5 of the ITA and
sections 150 and 150A, B and C and Schedule
5B of the Taxation of Chargeable Gains
Act 1992 (as amended);
"Enlarged Share Capital" the entire issued Ordinary Share capital
of the Company on Admission following
completion of the Fundraising, assuming
full take up under the Open Offer;
"Euroclear" Euroclear UK & Ireland Limited;
" Excess Application the arrangement pursuant to which Qualifying
Facility " Shareholders may apply for additional
Open Offer Shares in excess of their Open
Offer Entitlement in accordance with the
terms and conditions of the Open Offer;
" Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlement " their entitlement (in addition to their
Open Offer Entitlement) to apply for Open
Offer Shares pursuant to the Excess Application
Facility, which is conditional on them
taking up their Open Offer Entitlement
in full;
" Excess Shares " Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 14 December
2020;
"Existing Ordinary Shares" the 16,353,275 Ordinary Shares in issue
at the date of this document;
"FCA" the Financial Conduct Authority of the
United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the General Meeting, enclosed
with this document;
"FSMA" the Financial Services and Markets Act
2000 (as amended);
"Fundraising" the Placing, the Subscription and the
Open Offer;
"General Meeting" or the General Meeting of the Company convened
"GM" for 11:00 a.m. on 30 December 2020 or
any adjournment thereof, notice of which
is set out at the end of this document;
"Group" the Company and its subsidiaries (as defined
in the Act);
"Issue Price" 120 pence per New Ordinary Share;
"ITA" UK Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"Money Laundering Regulations" the money laundering and terrorist financing
provisions of the Criminal Justice Act
1993, the Terrorism Act 2000, the Proceeds
of Crime Act 2002, the Terrorism Act 2006
and the Money Laundering Regulations 2007,
the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017;
"New Ordinary Shares" the Placing Shares and/or the Subscription
Shares and/or the Open Offer Shares (as
the context permits);
"Notice of General Meeting" the notice convening the General Meeting
as set out at the end of this document;
"Open Offer Shares" up to 831,522 new Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer;
" Open Offer " the conditional invitation made to Qualifying
Shareholders to apply to subscribe for
Open Offer Shares at the Issue Price on
the terms and subject to the conditions
set out in Part III of this document and,
where relevant, in the Application Form;
"Open Offer Entitlement" the pro rata entitlement of a Qualifying
Shareholder, pursuant to the Open Offer,
to subscribe for 3 Open Offer Share for
every 59 Existing Ordinary Shares registered
in their name as at the Record Date;
" Official List " the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 5 pence each in
the capital of the Company in issue from
time to time;
"Overseas Shareholder" a Shareholder with a registered address
outside the United Kingdom;
"Placees" subscribers for the Placing Shares;
"Placing" the proposed placing by Cenkos Securities
(as agent for the Company) of the Placing
Shares with certain institutional investors
and existing Shareholders, otherwise than
on a pre-emptive basis, at the Issue Price
on the terms of the Placing Agreement;
"Placing Agreement" the conditional placing agreement entered
into between the Company, Shore Capital
and Cenkos Securities in respect of the
Placing, dated 11 December 2020 , as described
in this document;
"Placing Shares" 4,908,333 new Ordinary Shares the subject
of the Placing;
"Proposals" the Fundraising;
"Prospectus Regulation" EU Prospectus Regulation 2107/1129;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account;
"Qualifying Holding" means a qualifying holding for the purposes
of Chapter 4 of Part 6 of ITA;
"Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in certificated form;
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date (but excluding any
Overseas Shareholder who has a registered
address in the United States of America
or any other Restricted Jurisdiction);
"Receiving Agents" or Equiniti Limited, the Company's registrar
"Registrar" and receiving agent;
"Record Date" 6:00pm on 9 December 2020 being the latest
time by which transfers of Existing Ordinary
Shares must be received for registration
by the Company in order to allow transferees
to be recognised as Qualifying Shareholders;
"Regulatory Information has the meaning given to it in the AIM
Service" Rules;
"Resolutions" the resolutions to be proposed at the
General Meeting, the full text of which
are set out in the Notice of General Meeting;
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, New Zealand and the Republic of
South Africa and any other jurisdiction
where the extension or availability of
the Fundraising would breach any applicable
law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares,
and the term "Shareholder" shall be construed
accordingly;
"Shore Capital" Shore Capital and Corporate Limited, a
company incorporated in England and Wales
under registered number 02083042 and having
its registered office at Cassini House,
57 St James's Street, London SW1A 1LD,
the Company's nominated adviser;
"stock account" an account within a member account in
CREST to which a holding of a particular
share or other security in CREST is credited;
"Subscription" the conditional subscription by certain
Directors and members of their families
for the Subscription Shares at the Issue
Price as described in section 7 of Part
1 of this document;
"Subscription Shares" 91,667 new Ordinary Shares, the subject
of the Subscription;
"uncerti cated" or "uncerti means recorded on the relevant register
cated form" or other record of the share or other
security concerned as being held in uncerti
cated form in CREST, and title to which,
by virtue of the CREST Regulations, may
be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"USE" Unmatched Stock Event instructions;
"VCT" a company which is, or which is seeking
to become, approved as a venture capital
trust under the provisions of Part 6 of
the ITA ; and
"GBP" or "Pounds" UK pounds sterling, being the lawful currency
of the United Kingdom.
GLOSSARY
The following glossary terms apply throughout this Document,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"FDA" The U.S. Food and Drug Administration;
"in vivo" processes performed or taking place in a
living organism;
"in vitro" processes performed with microorganisms,
cells, or biological molecules outside their
normal biological context;
"TAVI" Transcatheter aortic valve implantation.
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