TIDMFUM
RNS Number : 5424E
Futura Medical PLC
19 October 2018
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 18 OCTOBER 2018.
Futura Medical plc
("Futura" or the "Company")
Further Details on the Fundraising and Participation of
Directors and
Substantial Shareholders 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 yesterday,
it has conditionally raised c. GBP5.6 million in aggregate before
fees and expenses through a successful Placing, Subscription and
PrimaryBid Offer with certain existing and new institutional and
other investors at the Placing Price of 7 pence per share. The
Placing Price of 7 pence represents a 27.5 per cent. discount to
the Closing Price of 9.65 pence on 18 October 2018, being the last
practicable trading day prior to the release of this
announcement.
The Company announces that, as part of the PrimaryBid Offer,
existing institutional investor Lombard Odier has subscribed for
PrimaryBid Shares (the "Related Party Transaction") as detailed
further below.
Directors participation in the Fundraising and related party
transaction
Certain of the Directors have agreed to subscribe for
Subscription Shares. The number of Subscription Shares subscribed
for by each of these Directors pursuant to the Subscription, and
their resulting shareholdings on Admission (assuming take-up in
full of the Offer for Subscription by Eligible Shareholders), are
set out below:
Number Number Percentage
Number Percentage of Subscription of Ordinary of Enlarged
of Existing of existing Shares Shares Share
Ordinary issued share subscribed held Capital
Directors Shares capital for on Admission on Admission*
James Barder 1,528,830 1.26% 357,142 1,885,972 0.88%
Angela Hildreth - -% 142,857 142,857 0.07%
Ken James 14,000 0.01% 285,714 299,714 0.14%
* Assuming take-up in full of the Offer for Subscription by Eligible Shareholders
Each of the above Director's participation is conditional upon
certain matters and events including, amongst other things, the
passing of the Resolutions, the Placing Agreement having become
unconditional and Admission of the Placing Shares becoming
effective on or before 8.00 a.m. on 13 November 2018 (but in any
event by no later than 8.00 a.m. on 30 November 2018).
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion, the transaction is fair and
reasonable in so far as its shareholders are concerned.
James Barder, Angela Hildreth and Ken James (the "Participating
Directors") by virtue of being directors of the Company are
considered to be "related parties" as defined under the AIM Rules.
The Participating Directors participation in the Subscription
constitutes a related party transaction for the purposes of rule 13
of the AIM Rules.
John Clarke and Jonathan Freeman, the independent directors for
the purposes of the Subscription consider, having consulted with
the Company's nominated adviser, N+1 Singer, that the terms of the
Participating Directors participation in the Subscription is fair
and reasonable insofar as the Shareholders are concerned.
Substantial Shareholder participation in the Fundraising and
related party transaction
The following existing substantial Shareholders will be
participating in the Placing:
Number Percentage Number of Number of Percentage
of Existing of existing PrimaryBid Ordinary of enlarged
Ordinary issued share Shares subscribed Shares held share capital
Shares capital for following following
Admission Admission*
Lombard
Odier 19,354,205** 15.99% 35,714,286 55,068,491 25.58%
* Assuming take-up in full of the Offer for Subscription by Eligible Shareholders
** Based on the last published TR1 announcement by Lombard Odier
on 24 September 2018
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion,
the transaction is fair and reasonable in so far as its
shareholders are concerned.
Lombard Odier Asset Management (Europe) Limited ("Lombard
Odier") by virtue of being a substantial shareholder is considered
to be "related party" as defined under the AIM Rules. Lombard
Odier's participation in the PrimaryBid Offer 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, N+1 Singer, that the terms of Lombard Odier's
participation in the PrimaryBid Offer is fair and reasonable
insofar as the Shareholders are concerned.
Open Offer
The Board recognises and is grateful for the continued support
received from Shareholders and the importance of shareholder
pre-emption rights and therefore wishes to provide an opportunity
for all existing Eligible Shareholders to participate in a further
issue of new Ordinary Shares by way of the Open Offer. The Open
Offer is being made so as to enable all Eligible Shareholders to
subscribe for new Ordinary Shares at the Issue Price on a pro rata
basis to their current holdings.
Eligible Shareholders may subscribe for Open Offer Shares on the
basis of 10 Open Offer Shares for every 85 Existing Ordinary Shares
held at 6.00 p.m. on 18 October 2018 (the "Record Date"). The
proposed price of 7 pence per Open Offer Share (the "Issue Price")
is the same as the Placing Price for the Placing, Subscription and
PrimaryBid Offer.
The Open Offer will be for up to 14,236,000 new Ordinary Shares
in aggregate.
Assuming a full take-up by Eligible Shareholders under the Open
Offer, the issue of the Open Offer Shares will raise further gross
proceeds of up to approximately GBP1.0 million for the Company.
Further information on the Open Offer will be set out in a
circular to be sent to Shareholders (the "Circular").
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 1.00 p.m. on 12 November 2018. The Circular, containing
background information to the Fundraising, together with a notice
of the General Meeting, will be posted to Shareholders shortly.
James Barder, Chief Executive Officer of Futura, said:
Today's Fundraising provides us with a new foundation to deliver
additional value by progressing the development of MED2002, a
breakthrough topical erectile dysfunction ("ED") gel through Phase
3 studies.
We are grateful for the long-term support from our shareholders
and new investors which have participated in the Placing, and we
are pleased to be able to offer participation in this Fundraising
to all other shareholders through the Open Offer."
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
N+1 Singer +44 (0) 207 496 3000
Aubrey Powell / Jen Boorer (Corporate Finance)
Tom Salvesen (Corporate Broking)
For media enquiries please contact
Optimum Strategic Communications +44 (0) 20 3950 9144
Mary Clark / Hollie Vile /Ellie Blackwell
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 18 October 2018 to announce the
launch of the Fundraising.
Important Notice
N+1 Singer is acting as nominated adviser and broker and as
agent for and on behalf of the Company for the Placing. N+1 Singer
is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom. N+1 Singer is not acting for the
Company in relation to the PrimaryBid Offer. N+1 Singer is acting
exclusively for the Company and no one else in connection with the
Placing and N+1 Singer will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing 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 N+1 Singer 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 therefore 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 Placing Shares and the Open Offer Shares 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 Placing, the Subscription and the PrimaryBid
Offer
The Company has conditionally raised approximately GBP5.6
million before expenses pursuant to the Placing, Subscription and
PrimaryBid Offer. The Issue Price represents a discount of
approximately 27.5 per cent. to the Closing Price on 18 October
2018, being the latest practicable date prior to the announcement
of the Placing, the Subscription and the PrimaryBid Offer.
The PrimaryBid Offer, was partially underwritten for GBP0.5
million by PrimaryBid, and took place between 5.04 p.m. on 18
October 2018 and 9.00 p.m. on 18 October 2018 and was made in
accordance with an available exemption against the requirement to
produce an FCA approved prospectus.
Subject to the satisfaction of the conditions under the Placing,
Subscription and PrimaryBid Offer including, inter alia, the
passing of the Resolutions, the Company will issue 80,000,000 new
Ordinary Shares in aggregate at the Issue Price, thereby raising
approximately GBP5.6 million, before expenses, and GBP5.2 million,
after the expenses of the Placing and PrimaryBid Offer. The Placing
Shares have been conditionally placed by N+1 Singer, as agent for
the Company, with institutional and other investors. The Company
has conditional commitments with certain other investors including
the Directors named above for the issue of the Subscription Shares.
The Placing Shares, Subscription Shares and PrimaryBid Shares
issued pursuant to the Fundraising will represent approximately
37.2 per cent. of the Enlarged Share Capital on Admission.
No element of the Fundraising has been underwritten by N+1
Singer. The Company has agreed to pay certain fees and commissions
to N+1 Singer in connection with the Fundraising and to PrimaryBid
in connection with the PrimaryBid Offer.
The Placing, the Subscription and the PrimaryBid Offer are
conditional, inter alia, upon:
-- the Resolutions being passed (without amendment) at the
General Meeting or any adjournment thereof;
-- each of the warranties contained in the Placing 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 under the Placing
Agreement which are to be performed or satisfied prior to
Admission;
-- the Placing Agreement having become unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated by N+1 Singer in accordance with its
terms;
-- Admission of the Placing Shares, the Subscription Shares and
the PrimaryBid Shares taking place by no later than 8.00 a.m. on or
around 13 November 2018 (or such later date as the Company may
agree with N+1 Singer).
If any of the conditions are not satisfied, the Placing Shares,
the Subscription Shares and the PrimaryBid Shares will not be
issued and any monies received from the placees and subscribers
will be returned to them (at the placees' and 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 Placing and
the further conditions of PrimaryBid, the contractual conditions
which apply to the Placing will prevail.
The Placing Agreement contains customary warranties given by the
Company to N+1 Singer as to matters relating to the Company and its
business and as to matters relevant to the Company and an indemnity
to N+1 Singer in respect of liabilities arising out of or in
connection with the Placing. The Placing Agreement also contains
customary rights of termination which could enable N+1 Singer to
terminate the Placing in certain limited circumstances.
Application will be made to the London Stock Exchange for the
Placing Shares, the 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 Placing Shares, the Subscription Shares
and the PrimaryBid Shares will commence on or around 13 November
2018. The Placing Shares, the 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 Placing Shares, the
Subscription Shares and the PrimaryBid Shares.
The Open Offer
Introduction
The Board recognises and is grateful for the continued support
received from Shareholders and the importance of shareholder
pre-emption rights and therefore wishes to provide an opportunity
for all existing Eligible Shareholders to participate in a further
issue of new Ordinary Shares also at the Issue Price by way of the
Open Offer.
The Open Offer is being made so as to enable all Eligible
Shareholders to subscribe for new Ordinary Shares at the Issue
Price on a pro rata basis to their current holdings.
The Open Offer has been structured so that it is not available
to Non-Eligible Shareholders, being Shareholders resident or
located in any Restricted Jurisdiction. The Open Offer is
conditional on the Placing, Subscription and PrimaryBid Offer being
approved.
Details of the Open Offer
(a) Structure
The Directors have considered the best way to structure the Open
Offer, having regard to, inter alia, the importance of pre-emption
rights to all Shareholders, the extent to which there are Overseas
Shareholders, the regulatory requirements applicable to companies
listed on AIM, cost implications and market risks. After
considering these factors, the Directors have concluded that the
most suitable structure for the Open Offer, for both the Company
and its Shareholders as a whole, is that the Open Offer be made
only to Eligible Shareholders who are not resident or located in
any Restricted Jurisdiction.
The Open Offer provides an opportunity for all Eligible
Shareholders to acquire Open Offer Shares pro rata to their current
holdings of Existing Ordinary Shares as at the Record Date. The
Issue Price for the Open Offer is the same as the Issue Price in
the Placing. Eligible Shareholders shall not be able to apply for
subscriptions in excess of their respective Basic Entitlements.
Principal Terms of the Open Offer
The Open Offer is conditional on:
-- the passing of the Resolutions to be proposed at the General Meeting; and
-- Admission of the Open Offer Shares having occurred not later
than 8.00 a.m. on 13 November 2018 (or such later time and/or date
as N+1 Singer and the Company may agree, being not later than 8.00
a.m. on 30 November 2018).
Accordingly, if any of such conditions are not satisfied, the
Open Offer will not proceed. It is a condition of the Open Offer
that the Placing also proceeds. Further terms and conditions of the
Open Offer are set out in the Circular to be sent to Shareholders.
Subject to the fulfilment of the conditions referred to above and
set out below and also set out in the Circular, Eligible
Shareholders are being given the opportunity to subscribe for the
Open Offer Shares at the Issue Price per Open Offer Share, pro rata
to their holdings of Existing Ordinary Shares on the Record Date on
the basis of:
10 Open Offer Shares for every 85 Existing Ordinary Shares
Eligible Shareholders are not being given the opportunity to
apply for subscription of any New Ordinary Shares in excess of
their Basic Entitlement. Assuming full take-up under the Open Offer
the issue of the Open Offer Shares will raise gross proceeds of
approximately GBP1.0 million for the Company. The Open Offer is not
underwritten. The Fundraising is not conditional upon the level of
applications made to subscribe under the Open Offer. Accordingly,
if no applications to subscribe under the Open Offer are received,
the total amount that the Company would raise via the Fundraising
would be GBP5.6 million (before expenses).
The Open Offer Shares will, upon issue, rank pari passu with the
Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted. The terms
of the Open Offer provide that each Eligible Shareholder's
entitlement under the Open Offer will be rounded down to the
nearest whole number. Eligible Shareholders with holdings of
Existing Ordinary Shares in both certificated and uncertificated
form will be treated as having separate holdings for the purpose of
calculating the Basic Entitlements.
It should be noted that the Open Offer is not a rights issue.
Accordingly, the Application Form is not a document of title and
cannot be traded.
Further information on the Open Offer and the terms and
conditions on which it is made will be set out in the Circular to
be sent to Shareholders.
Admission and dealings
Application will be made to the London Stock Exchange for the
Placing Shares, the Subscription Shares, the PrimaryBid Shares and
the Open Offer Shares to be admitted to trading on AIM. It is
expected that, subject to the passing of the Resolutions at the
General Meeting, Admission will occur and dealings will commence in
such shares on 13 November 2018 at 8.00 a.m. (or such later date as
N+1 Singer and the Company may agree, being not later than 8.00
a.m. on 30 November 2018).
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 1.00 p.m. on 12 November 2018.
Expected Timetable of Principal Events
Record Date for entitlement under 6.00 p.m. on 18 October2018
the Open Offer
Launch of the Fundraising 5.04 p.m. on 18 October2018
PrimaryBid Offer open from 5.04 p.m. on 18 October
2018
PrimaryBid Offer closed at 9.00 p.m. on 18 October
2018
Announcement of the result of the 19 October 2018
Fundraising
Ex-entitlement date of the Open Offer 8.00 a.m. on 22 October
2018
Publication and posting of the Circular 24 October 2018
and Notice of General Meeting, Form
of Proxy and Application Form (where
applicable)
Basic Entitlements credited to stock 25 October 2018
accounts in CREST for Eligible Shareholders
Latest recommended time and date for 4.30 p.m. on 5 November
requested withdrawal of Basic Entitlements 2018
from CREST
Latest time and date for depositing 3.00 p.m. on 6 November
Basic Entitlements in CREST 2018
Latest time and date for splitting 3.00 p.m. on 7 November
of Application Forms (to satisfy bona 2018
fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 9 November
Application Forms and payment in full 2018
under the Open Offer and settlement
of relevant CREST instructions
Latest time and date for receipt of 1.00 p.m. on 10 November
Forms of Proxy 2018
General Meeting 1.00p.m. on 12 November
2018
Results of the General Meeting and 12 November 2018
the Open Offer announced
Admission of Placing Shares, Subscription 8.00 a.m. on 13 November
Shares, PrimaryBid Shares and Open 2018
Offer Shares to trading on AIM and
commencement of dealings
CREST accounts to be credited for 8.00 a.m. on 13 November
Placing Shares and Open Offer Shares 2018
to be held in uncertificated form
Dispatch of definitive share certificates by 20 November 2018
for Placing Shares, Subscription Shares,
PrimaryBid Shares and Open Offer Shares
to be held in certificated form
The Company reserves the right to alter the dates and times
referred to above and to accept applications under the
Open Offer at any time prior to 5.00 p.m. on 10 November
2018. If any of the dates and times referred to above are
altered by the Company, the revised dates and times will
be announced through a Regulatory Information Service without
delay.
All references to time are to London time, unless otherwise
stated.
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
MSCFFEEFAFASELS
(END) Dow Jones Newswires
October 19, 2018 02:00 ET (06:00 GMT)
Futura Medical (LSE:FUM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Futura Medical (LSE:FUM)
Historical Stock Chart
From Apr 2023 to Apr 2024
