TIDMITX
RNS Number : 6470U
Itaconix PLC
13 July 2018
The following replaces the RNS 'Further Details on the
Fundraising and Participation of Directors and Substantial
Shareholders in the Fundraising' announcement released on 12 July
2018 at 16:47 with RNS number 5104U.
The statement 'Eligible Shareholders may subscribe for Open
Offer Shares on the basis of 635 Open Offer Shares for every 1,000
Existing Ordinary Shares held at 6.00 p.m. on 11 July 2016 (the
"Record Date")' should read 'Eligible Shareholders may subscribe
for Open Offer Shares on the basis of 635 Open Offer Shares for
every 1,000 Existing Ordinary Shares held at 6.00 p.m. on 11 July
2018 (the "Record Date")'.
All other information remains unchanged. The full version of the
announcement is below:
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 ITACONIX 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 ITACONIX
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
Itaconix plc
("Itaconix" or "the Company" or the "Group")
Further Details on the Fundraising and Participation of
Directors and
Substantial Shareholders in the Fundraising
Itaconix, a leading designer and manufacturer of specialty
polymers, confirms that, further to the announcement made earlier
today, it has conditionally raised c. GBP3.4 million before fees
and expenses by a Placing of 107,300,000 Placing Shares with
certain existing and new institutional and other investors and by a
Subscription of 61,260,000 Subscription Shares with certain
existing US shareholders and other US investors at the Placing
Price of 2 pence per share. The Placing Price of 2 pence represents
a 70.4 per cent. discount to the Closing Price of 6.75 pence on 28
June 2018, being the last day prior to the suspension of the
Ordinary Shares from trading on AIM.
The Company announces that, as part of the Placing, Woodford
Investment Management, IP2IPO Limited and Janus Henderson Investors
have subscribed for Placing Shares (the "Related Party
Transactions") as detailed further below.
Directors and PDMR's participation in the Fundraising
Certain of the Directors and John Shaw, who is to be appointed
Chief Executive Officer, (the "Proposed Director") have agreed to
subscribe for Placing Shares and Subscription Shares. The number of
Placing Shares and Subscription Shares subscribed for by each of
these Directors and the Proposed Director pursuant to the Placing
and the Subscription, and
their resulting shareholdings on Admission (assuming take-up in
full of the Open Offer by Eligible Shareholders and of the US
Additional Subscription by US Eligible Participants), are set out
below:
Number
Percentage Number of Percentage
Number of existing of Placing Subscription Number of of Enlarged
of Existing issued Shares Shares Ordinary Share
Ordinary share subscribed subscribed Shares held Capital
Directors Shares capital for for on Admission on Admission*
Bryan
Dobson 83,500 0.11% 500,000 - 583,500 0.19%
Kevin
Matthews 20,000 0.03% - - 20,000 0.01%
Robin
Cridland 52,836 0.07% - - 52,836 0.02%
Julian
Heslop 60,000 0.08% 600,000 - 660,000 0.21%
Michael
Townend 64,940 0.08% - - 64,940 0.02%
James Barber 45,000 0.06% 700,000 - 745,000 0.24%
John Shaw
(Proposed
Director) 2,771,597 3.52% - 23,500,000 33,173,097** 10.30%
* Assuming take-up in full of the Open Offer by Eligible
Shareholders and of the US Additional Subscription by US Eligible
Participants.
** Including 6,901,500 Ordinary Shares acquired pursuant to the
Contingent Consideration and Merger Settlement Agreement including
Ordinary Shares held by Kensington Research Holdings LLC, a
corporation in which John Shaw is interested.
Yvon Durant and Laura Denner, persons discharging managerial
responsibilities ("PDMRs"), have agreed to subscribe for 1,250,000
Placing Shares and 1,125,000 Placing Shares, respectively, pursuant
to the Placing.
Each of the above Director's participation, the Proposed
Director's participation and the PDMR'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 3 August 2018 (but in
any event by no later than 8.00 a.m. on 31 August 2018).
Related Party Transactions
The following existing substantial Shareholders will be
participating in the Placing:
No. of Percentage No. of Placing No. of Ordinary Percentage
Existing of existing Shares subscribed Shares held of enlarged
Ordinary issued share for following share capital
Shares capital Admission following
Admission*
Woodford
Investment
Management 26,988,000 34.28% 61,700,000 88,688,000 28.40%
IP2IPO Limited
** 11,899,080 15.12% 21,000,000 32,899,080 10.54%
Janus Henderson
Investors 9,370,500 11.9% 10,000,000 19,370,500 6.20%
* Assuming the issue of the Contingent Consideration Shares and
take-up in full of the Open Offer by Eligible Shareholders and of
the US Additional Subscription by US Eligible Participants
** IP2IPO Limited is a subsidiary of IP Group plc. IP2IPO
Limited and IP Venture Fund will hold 32,899,080 Ordinary Shares in
aggregate upon Admission, representing approximately 10.54 per
cent. of the Company's enlarged issue share capital.
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.
Woodford Investment Management, Janus Henderson Investors and
IP2IPO Limited, by virtue of being
substantial shareholders (as de ned by the AIM Rules), and
IP2IPO Limited, by virtue of having a representative,
Mike Townend, on the Board, are considered to be "related
parties" as de ned under the AIM Rules. Woodford
Investment Management, Janus Henderson Investors and IP2IPO
Limited's participations in the Placing constitute related party
transactions 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 each of Woodford
Investment
Management's participation and Janus Henderson Investors'
participation in the Placing is fair and reasonable insofar as the
Shareholders are concerned.
The Directors, excluding Mike Townend, who is not considered
independent by virtue of his directorships of IP2IPO Limited and IP
Group plc consider, having consulted with the
Company's nominated adviser, N+1 Singer, that the terms of
IP2IPO Limited's participation in the Placing is fair and
reasonable insofar as the
Shareholders are concerned.
Update on Suspension
The Company's shares remain suspended from trading. A further
announcement will be made in due course as appropriate.
Open Offer and US Additional Subscription
The Company wishes to offer all Eligible Shareholders the
opportunity to participate in a further issue of new equity in the
Company by way of the Open Offer of new Ordinary Shares to Eligible
Shareholders at a price of 2 pence per Open Offer Share. Eligible
Shareholders may subscribe for Open Offer Shares on the basis of
635 Open Offer Shares for every 1,000 Existing Ordinary Shares held
at 6.00 p.m. on 11 July 2018 (the "Record Date"). Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the arrangement
described below (the "Excess Application Facility") pursuant to
which Eligible Shareholders may apply for an amount of Open Offer
Shares in excess of the entitlements allocated to them to subscribe
for Open Offer Shares pursuant to the Open Offer ("Basic
Entitlements"). The proposed open offer price of 2 pence per Open
Offer Share (the "Issue Price") is the same as the Placing Price
for the Placing and Subscription.
The Company also intends (acting in in its absolute discretion)
to make an invitation to certain US Eligible Participants to
participate, pursuant to applicable exemptions to the US Securities
Act, in a further issue of new equity in the Company by way of the
US Additional Subscription of new Ordinary Shares at the Issue
Price.
The Open Offer and the US Additional Subscription will be for up
to 50,000,000 new Ordinary Shares in aggregate.
Assuming a full take-up by Eligible Shareholders under the Open
Offer, the issue of the Open Offer Shares and the Additional
Subscription 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 Fieldfisher LLP
at Riverbank House, 9th Floor, 2 Swan Lane, London EC4R 3TT at
11.00 a.m. on 2 August 2018. The Circular, containing background
information to the Fundraising, together with a notice of the
General Meeting, will be posted to Shareholders tomorrow.
Dr. Kevin Matthews, Chief Executive Officer of Itaconix,
said:
"We are delighted to close this financing to allow Itaconix to
continue to commercialise its core products especially in the auto
dishwash market. I am particularly pleased to see significant
interest from US shareholders, in addition to Itaconix's major
institutional holders, reflecting the increased operational focus
of the business in the USA. I look forward to shareholder support
at the upcoming general meeting".
For further information please contact:
+44 (0) 1244 283
Itaconix 500
Kevin Matthews / Rob Cridland
N+1 Singer +44 (0) 207 496 3000
Richard Lindley / Jen Boorer (Corporate
Finance)
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 12 July 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 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 therefor 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 and the Subscription
The Open Offer
Introduction
The Board recognises and is grateful for the continued support
received from Shareholders 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 and with the
option for increasing their allocation pursuant to an Excess
Application Facility.
The Open Offer has been structured so that it is not available
to Non-Eligible Shareholders, being Shareholders resident or
located in Australia, Canada, Japan, New Zealand, the Republic of
Ireland, the Republic of South Africa and the United States and any
other jurisdiction where the extension or availability of the Open
Offer would breach any applicable law or regulations (a "Restricted
Jurisdiction"), although the Company is also undertaking the US
Additional Subscription to certain US Eligible Participants. The
Open Offer is being conducted concurrently with the US Additional
Subscription. The Open Offer and the US Additional Subscription are
conditional on the Placing and the Subscription 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
Shareholders resident outside of the United Kingdom including those
in a Restricted Jurisdiction ("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 with the
option for subscribing for more Ordinary Shares pursuant to the
Excess Application Facility. The Issue Price for the Open Offer is
the same as the Issue Price in the Placing. Once subscriptions by
Eligible Shareholders under their respective Basic Entitlements
have been satis ed, the Company shall, in its absolute discretion,
determine whether to meet any excess applications in full or in
part and no assurance can be given that applications by Eligible
Shareholders under the Excess Application Facility will be met in
full, in part or at all.
(b) 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 3 August 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 31 August 2018).
Accordingly, if any of such conditions are not satis ed, 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 ful lment of the conditions referred to above and
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:
635 Open Offer Shares for every 1,000 Existing Ordinary
Shares
Eligible Shareholders are also being given the opportunity,
provided that they take up their Basic Entitlement in full, to
apply for Excess Entitlements through the Excess Application
Facility. Assuming full take-up under the Open Offer and the US
Additional Subscription, the issue of the Open Offer Shares and the
Additional Subscription Shares will raise gross proceeds of GBP1.0
million for the Company. The Open Offer is not underwritten. 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. Fractions will be aggregated and made
available under the Excess Application Facility. Eligible
Shareholders with holdings of Existing Ordinary Shares in both
certi cated and uncerti cated form will be treated as having
separate holdings for the purpose of calculating the Basic
Entitlements.
Eligible Shareholders with a holding of one Existing Ordinary
Share will not receive a Basic Entitlement and will also not be
able to apply under the Excess Application Facility.
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.
(c) Excess Application Facility
The Excess Application Facility will enable Eligible
Shareholders, provided that they take up their Basic Entitlement in
full, to apply for an amount of Open Offer Shares in excess of
their Basic Entitlement, but not in excess of the total number of
Open Offer Shares ("Excess Entitlements").
Applications for Excess Entitlements will be satis ed only and
to the extent that corresponding applications by other Eligible
Shareholders are not made or are made for less than their Basic
Entitlements. Once subscriptions by Eligible Shareholders under
their respective Basic Entitlements have been satis ed, the Company
shall, in its absolute discretion, determine whether to meet any
excess applications in full or in part and no assurance can be
given that applications by Eligible Shareholders under the Excess
Application Facility will be met in full, in part or at all.
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 Open Offer Shares and
the Additional Subscription 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 3 August 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 31 August 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 tomorrow. The Circular contains notice of
the General Meeting which is to be held at the offices of
Fieldfisher LLP at Riverbank House, 9th Floor, 2 Swan Lane, London
EC4R 3TT at 11.00 a.m. on 2 August 2018.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement under the 6.00 p.m. on 11 July
Open Offer 2018
Announcement of the Fundraising 12 July 2018
Ex-entitlement date of the Open Offer 7.00 a.m. on 13 July
2018
Posting of the Circular, Notice of 13 July 2018
General Meeting, Form of Proxy and
Application Form (where applicable)
Basic Entitlements and Excess Entitlements 16 July 2018
credited to stock accounts in
CREST for Eligible Shareholders
Latest recommended time and date for 4.30 p.m. on 25 July
requested withdrawal of Basic 2018
Entitlements and Excess Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 26 July
Basic Entitlements and Excess 2018
Entitlements in CREST
Latest time and date for splitting 3.00 p.m. on 27 July
of Application Forms (to satisfy bona 2018
fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 31 July
Forms of Proxy 2018
Latest time and date for receipt of 11.00 a.m. on 31 July
Application Forms and payment in full 2018
under the Open Offer and settlement
of relevant CREST instructions
General Meeting 11.00 a.m. on 2 August
2018
Results of the General Meeting and 2 August 2018
the Open Offer announced
Admission of Placing Shares, Subscription 8.00 a.m. on 3 August
Shares, Open Offer Shares and Additional 2018
Subscription Shares to trading on AIM
and commencement of dealings
CREST accounts to be credited for Placing 8.00 a.m. on 3 August
Shares and the Open Offer Shares to 2018
be held in uncertificated form
Dispatch of definitive share certificates by 10 August 2018
for Placing Shares, Subscription Shares,
Open Offer Shares and Additional
Subscription 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 31 July 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
MSCFKNDQQBKDAOD
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