Sch 1 - Oxeco (to be renamed Tissue Regenix Group)
June 10 2010 - 10:39AM
UK Regulatory
TIDMOXE
RNS Number : 4286N
AIM
10 June 2010
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| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION |
| IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM |
| RULES") |
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| |
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| COMPANY NAME: |
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| |
| Oxeco Plc (to be renamed Tissue Regenix Group Plc) |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| The Biocentre |
| Innovation Way |
| Heslington |
| York |
| North Yorkshire |
| YO10 5NY |
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| COUNTRY OF INCORPORATION: |
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| England and Wales |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| www.oxecoplc.com changing to www.tissueregenix.com |
| |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN |
| THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING |
| POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE |
| TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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| |
| Oxeco Plc was admitted to AIM in December 2006 with a strategy |
| of investing in, or acquiring assets, businesses or companies in |
| the technology and science sectors. |
| |
| On 6 June 2007, the Company completed its acquisition of the |
| entire issued share capital of Oxray Limited ("Oxray"), a start |
| up business which had the objective of becoming a provider of |
| molecular structure determination services to both industry and |
| academic institutions. Oxray pursued this objective by |
| developing novel X-ray crystallography structure determination |
| software but, notwithstanding substantial completion of such |
| development, was unable to establish a solid customer base nor |
| had it been able to develop its product service offering by |
| bolt-on acquisitions in the same field as had been envisaged at |
| the time of its acquisition. Further, the Directors were not |
| able to secure a commercial exit from Oxray and thus concluded |
| (as announced on 23 July 2009) to cease any further investment |
| in Oxray. Oxray has since been a dormant subsidiary retaining |
| control of its underlying Intellectual Property Rights and the |
| Company has completed the transfer of an equity stake of 15 per |
| cent. in Oxray to Oxray's former Commercial Manager, Richard |
| Cooper, as an |
| incentive to help potentially realise some future value from |
| such Intellectual Property Rights. |
| |
| In the announcement relating to Oxray on 23 July 2009, the |
| Company confirmed that it would continue with its outline |
| strategy of seeking investments in the general science and |
| technology sector. |
| |
| In line with such strategy, the Directors have indentified |
| Tissue Regenix Limited ("Tissue Regenix") as a suitable |
| acquisition for the Company and believe that its platform |
| technology, the dCELL Technology, has the potential to |
| significantly increase Shareholder value. |
| |
| Tissue Regenix was incorporated in May 2006 to commercialise |
| the academic research of Professor Eileen Ingham and Professor |
| John Fisher of the University of Leeds in the field of tissue |
| decellularisation. |
| |
| The dCELL Technology comprises a patented process which removes |
| cells and other components from animal and human tissue allowing |
| it to be used without anti-rejection drugs to replace worn out |
| or diseased body parts. The potential applications of this |
| process are diverse and address many critical clinical needs |
| such as vascular disease, heart valve replacement and knee |
| repair. Of the range of potential applications, Tissue Regenix |
| is currently focused on delivering its lead product, the dCELL |
| Vascular Patch, onto the market and the current timetable |
| envisages Tissue Regenix making its final submission for a CE |
| Mark shortly. It is the Continuing Board's intention to use the |
| proceeds of the Placing to complete the application process and |
| commence the marketing of the dCELL Vascular Patch and to |
| develop further follow-on products in the vascular, cardiac and |
| orthopaedic areas. |
| |
| Main country of operation - England |
| |
| The Admission is sought as a result of a Reverse Takeover under |
| AIM Rule 14 |
| |
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS |
| AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and |
| type of shares, nominal value and issue price to which it seeks |
| admission and the number and type to be held as treasury |
| shares): |
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| |
| 466,712,800 ordinary shares of 0.5p each |
| |
| Issue price: 5 pence |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND |
| ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| |
| Gross capital to be raised on admission - GBP4.5 million |
| |
| Anticipated market capitalisation on admission - GBP23.3 million |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 77.28 |
| |
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE |
| AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES |
| (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
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| N/A |
| |
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| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS |
| (underlining the first name by which each is known or including |
| any other name by which each is known): |
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| DIRECTORS |
| Michael Anthony Bretherton (Executive Chairman) |
| Gordon James Hall (Non-Executive Director) |
| Professor William Graham Richards (Non-Executive Director) |
| |
| PROPOSED DIRECTORS |
| John Andrew Walter Samuel (Proposed Executive Chairman) |
| Antony Ruben Odell (Proposed Managing Director) |
| Alan Jonathan Richard Miller (Proposed Non-Executive Director) |
| Alexander James Stevenson (Proposed Non-Executive Director) |
| Alan John Aubrey (Proposed Non-Executive Director) |
| |
| Upon Admission the board of the Company will comprise of the |
| Proposed Directors and Michael Anthony Bretherton. |
| |
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| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS |
| A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER |
| ADMISSION (underlining the first name by which each is known or |
| including any other name by which each is known): |
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| |
| Before Admission: |
| ORA (Guernsey) - 45.25% |
| Nora Powel - 19.33% |
| Richard Griffiths - 3.67% |
| |
| After Admission |
| ORA (Guernsey) Limited - 27.73% |
| Techtran Group Limited - 15.36% |
| The Northern Entrepreneurs Fund LLP - 6.54% |
| Nora Powel - 5.80% |
| IP Venture Fund - 5.31% |
| University of Leeds - 5.25% |
| Richard Griffiths* - 5.23% |
| |
| * Includes 20,000,000 New Ordinary Shares in which Richard |
| Griffiths has an economic interest only by way of a derivative |
| financial instrument. |
| |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE |
| 2, PARAGRAPH (H) OF THE AIM RULES: |
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| |
| NONE |
| |
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| (i) ANTICIPATED ACCOUNTING REFERENCE DATE |
| (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE |
| ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by |
| unaudited interim financial information) |
| (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE |
| REPORTS PURSUANT TO AIM RULES 18 AND 19: |
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| (i) 31 January |
| (ii) Audited interims to 31 January 2010 |
| (iii) 31 October 2010 (Interims to 31 July 2010) |
| 31 July 2011 (Finals to 31 January 2011) |
| 31 October 2011 (Interims to 31 July 2011) |
| |
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| EXPECTED ADMISSION DATE: |
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| 29 June 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| ZAI Corporate Finance Ltd |
| 12 Camomile Street |
| London |
| EC3A 7PT |
| |
| |
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| NAME AND ADDRESS OF BROKER: |
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| ZAI Corporate Finance Ltd |
| 12 Camomile Street |
| London |
| EC3A 7PT |
| |
| |
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE |
| (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE |
| AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL |
| DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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| |
| The Admission document will be available from the following |
| website and will contain full details about the applicant and |
| the admission of its securities: www.tissueregenix.com |
| |
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| DATE OF NOTIFICATION: |
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| |
| 10 June 2010 |
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| NEW/ UPDATE: |
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| NEW |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
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