Renalytix
plc
("Renalytix" or the
"Company")
Issue of Shares and Rule 2.9
Announcement
LONDON and SALT LAKE CITY - 22
April 2024 - Further to the
announcements on 8 April 2024 and 15 April 2024,
Renalytix
plc (NASDAQ: RNLX) (LSE: RENX)
announces that the sale of 1,333,334 Ordinary
Shares (the "Subsequent Tranche
Shares") priced at $0.75 per NASDAQ ADS ($0.375 per Ordinary
Share) to DB Capital Partners Healthcare, L.P. (the "Purchaser") has completed today,
raising $0.5 million additional capital to the Company. The
Purchaser is a specialty healthcare institutional investor focused
on innovative medical technology that fundamentally changes
critical global diseases care.
Capitalised terms used but not
defined in this announcement have the meanings given to them in the
announcement dated 8 April 2024, unless the context provides
otherwise.
An application has been made to the
London Stock Exchange plc for the Subsequent Tranche Shares to be
admitted to trading on AIM ("Admission"). It is expected that
Admission will become effective on, or around, 8 a.m. UK time on 25
April 2024. The Subsequent Tranche Shares will rank pari passu with the existing Ordinary
Shares of the Company.
As disclosed in the announcements
dated 8 April 2024 and 15 April 2024, the Purchaser had purchased
Initial Tranche Shares of 2,666,667 Ordinary Shares for $1.0
million. In addition, the Purchaser had an option to purchase up to
7,811,696 additional Ordinary Shares at the offering price of
$0.375 per Ordinary Share, with such option exercisable until 17
April 2024 which was extended to 19 April 2024 as agreed between
the Company and the Purchaser. The Purchaser partially exercised
the option to subscribe for the Subsequent Tranche Shares and the
completion took place today. As of the date of this
announcement following the issue of the Subsequent Tranche Shares,
the Purchaser holds 4,000,001 Ordinary Shares which is
approximately 3.14% of the Company's existing issued share
capital.
Rule 2.9
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers (the "Takeover Code"), the Company confirms that
following the allotment and issue of the Subsequent Tranche Shares
today, the Company has 127,552,350 Ordinary Shares in issue with
each Ordinary Share carrying the right to one vote. The Company has
no Ordinary Shares held in treasury. The Company also has a
sponsored Level III ADR programme. The ADSs are traded on
the Nasdaq Global Market and Citibank N.A. acts as
the depositary for the programme. Each ADS represents two Ordinary
Shares. The total number of voting rights in the Company is
therefore 127,552,350.
The International Securities
Identification Number for the Ordinary Shares is
GB00BYWL4Y04.
The International Securities
Identification Number for the ADSs is US75973T1016.
For further information,
please contact:
Renalytix plc
|
www.renalytix.com
|
James McCullough, CEO
|
Via Walbrook
PR
|
|
|
Stifel (Nominated Adviser, Joint Broker)
|
Tel: 020 7710
7600
|
Alex Price / Nicholas Moore / Nick
Harland / Samira Essebiyea
|
|
|
|
Investec Bank plc (Joint Broker)
|
Tel: 020 7597
4000
|
Gary Clarence / Shalin
Bhamra
|
|
|
|
Walbrook PR Limited
Paul McManus / Alice Woodings /
Charlotte Edgar
|
Tel: 020 7933 8780 or
renalytix@walbrookpr.com
Mob: 07980 541 893 / 07407 804 654 /
07884 664 686
|
|
|
CapComm Partners
|
|
Peter DeNardo
|
Tel:
415-389-6400 or investors@renalytix.com
|
About Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX)
is an in-vitro diagnostics and laboratory services company that is
the global founder and leader in the new field of bioprognosis™ for
kidney health. The leadership team, with a combined 200+ years of
healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment
for rapid progressive decline in kidney function in adult patients
with T2D and early CKD (stages 1-3). We believe that by
understanding how disease will progress, patients and providers can
take action early to improve outcomes and reduce overall health
system costs. For more information, visit
www.renalytix.com.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in one per cent. or more of any
class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30
p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30
p.m. (London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover
Code, any person who is, or becomes, interested in one per cent. or
more of any class of relevant securities of the offeree company or
of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.