AIM Schedule One Update - Renalytix AI plc (9250E)
24 October 2018 - 12:00AM
UK Regulatory
TIDMEKF
RNS Number : 9250E
AIM
23 October 2018
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Renalytix AI plc ("RenalytixAI" or the "Company")(AIM: RENX)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Avon House
19 Stanwell Road
Penarth
Cardiff
United Kingdom
CF64 2EZ
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://renalytixai.com/
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:
Renalytix AI is a developer of artificial intelligence ("AI")
decision support and clinical management tools for improving
early diagnosis, continual monitoring and drug development
for kidney disease.
The Company was incorporated in March 2018 as a wholly-owned
subsidiary of EKF Diagnostics Holdings plc ("EKF"), the AIM-quoted
point-of-care diagnostics business. The Company's creation
was the first step in EKF's announced strategy to spin-out
certain biomarker and AI technology to facilitate its further
development and commercialisation.
RenalytixAI is currently working in collaboration with world-leading
medical institutions to secure development and commercial launch
of two artificial intelligence guided products, KidneyIntelX(TM)
and KidneyIntelX(TM) APOL1, which the Company intends to submit
for FDA review. Subject to funding, the Company is also expecting
to develop further products throughout the kidney disease lifecycle,
including tools to more accurately assess the type and amount
of immunosuppression drugs needed by patients who have undergone
kidney transplant surgery (FractalDx).
The Company's main country of operation is the United States.
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):
Ordinary shares of 0.25 pence each.
Admission price of 121 pence per share.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Equity fund-raise via a placing and subscription of not less
than GBP21 million and up to GBP3.5 million by way of a restricted
offer, with the total fundraising in the range GBP21 - 25 million.
Estimated market capitalisation on Admission - c. GBP67.5-
GBP71.0 million (assuming take-up in full of the restricted
offer).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
TBC %
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
Not applicable.
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):
Julian Huw Baines - Non-executive Chairman
James Renwick McCullough - Chief Executive Officer
Fergus Fleming - Chief Technical Officer
Barbara Therese Murphy - Non-executive Director
Erik Kristian Lium - Non-executive Director
Christopher Harwood Mills - Non-executive Director
Richard Anthony Evans - Non-executive Director
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):
Shareholder % of issued % of issued
share capital share capital
before admission following admission(3)
Icahn School of Medicine at Mount 19.0% TBC
Sinai
------------------ ------------------------
EKF Diagnostics Holdings Plc(1) Nil TBC
------------------ ------------------------
Cooley (UK) LLP/ for relevant EKF 59.2% [37.4 - 39.7%]
Shareholders(2)
------------------ ------------------------
James McCullough 8.1% TBC
------------------ ------------------------
O. James Sterling 5.4% TBC
------------------ ------------------------
Julian Baines 3.2% TBC
------------------ ------------------------
Christopher Mills Nil TBC
------------------ ------------------------
Lombard Odier & Co Ltd Nil TBC
------------------ ------------------------
Legal & General Investment Management Nil TBC
------------------ ------------------------
Polar Capital LLP Nil TBC
------------------ ------------------------
(1) Arising from purchase of new shares at IPO
(2) Arising from distribution of pre-existing EKF interest
to be held in escrow for EKF shareholders; post admission %
range reflects fundraising size in the range GBP21-25 million
(3) Based on indicative orders, range reflects fundraising
size in the range of GBP21-25 million
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
Renwick Capital LLC (James McCullough and O. James Sterling)
Fergus Fleming
Steven G. Coca
Girish N. Nadkarni
Michael J. Donovan
Bowden Consulting Group Inc.
(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:
(i) 30 June
(ii) Audited results for the period ended 30 June 2018
(iii) (1) Interim results (6-month period ended 31 December
2018): by 31 March 2019
(2) Annual results (year ended 30 June 2019): by 31 December
2018
(3) Interim results (6-month period ended 31 December 2019):
by 31 March 2020
EXPECTED ADMISSION DATE:
2 November 2018
NAME AND ADDRESS OF NOMINATED ADVISER:
Nplus1 Singer Advisory LLP (together with its associates, "N+1
Singer"
One Bartholomew Lane
London
EC2N 2AX
NAME AND ADDRESS OF BROKER:
N+1 Singer
One Bartholomew Lane
London
EC2N 2AX
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:
www.renalytixai.com
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Company has decided to apply the Quoted Companies Alliance
(QCA) Corporate Governance Code.
DATE OF NOTIFICATION:
23 October 2018
NEW/ UPDATE:
UPDATE
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END
AIMUOSURWNARUAA
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