Guildford, UK, 3 April 2012: ReNeuron is pleased to announce a firm Placing, together with an Open Offer to existing shareholders, to raise up to £9.4 million, before expenses.
In addition, investors in the firm Placing are being issued Warrants to subscribe for Ordinary Shares, which could raise up to £8.1 million for the Company, before expenses.
Completion of the proposed firm Placing and Open Offer is subject inter alia to shareholder approval, which will be sought at a General Meeting of the Company to be held at the offices of Covington & Burling LLP, 265 Strand, London, WC2R 1BH, at 10.30 a.m. on 20 April 2012.
Application will be made to the London Stock Exchange for the Placing Shares and Open Offer Shares to be admitted to trading on AIM. Details of the anticipated dates of admission for new Ordinary Shares issuable under the Placing and Open Offer are detailed below. Warrants issuable in connection with the Placing will not be admitted to trading on AIM.
A Circular providing full details of the Placing and Open Offer will be sent to shareholders later today. Once it has been posted, a copy of the Circular will be available on the Company’s website at www.reneuron.com.
Update on the Company’s therapeutic programmes
A Phase I clinical trial with the Company’s ReN001 stem cell therapy for stroke is currently being conducted in Scotland (the PISCES study), with the treatment being administered in ascending dose cohorts to a total of 12 stroke patients who have been left disabled by an ischaemic stroke, the most common form of the condition. To date, five patients have been treated in the PISCES stroke study – all three in the first dose cohort and two in the second dose cohort. Two patients have reached their 12 month follow-up visits, one patient has reached 9 month follow-up and the remaining two are through their 3 month follow-ups.
No cell-related adverse events or adverse immune-related responses have been reported in any of the patients treated to date. All five patients have shown some measure of improvement in outcomes compared with their stable pre-treatment baseline performance, including some reduction in both neurological impairment and spasticity of the affected limbs as measured by NIHSS and Summated Ashworth scores, respectively. These improvements were sustained in those patients who have reached longer term follow-up points. Interim data from the trial will be presented by the Glasgow clinical team in scientific conference later this year, including longitudinal radiological data (such as functional MRI) to identify potential biomarkers of change in neurological function in the brains of the treated patients.
The final patient in the second dose cohort is scheduled for treatment this month. Eligible patients have already been pre-screened at the Glasgow site for all of the next dose cohort and part of the final dose cohort. Further, to ensure a steady flow of eligible patients for the PISCES study and for a Phase II study in due course, the Company is currently in the process of seeking approval to open the trial to two other clinical sites in England. To this end, the Company is pleased to announce that the PISCES study has recently been adopted by the National Institute for Health Research (NIHR) Stroke Research Network. The NIHR is the UK public body responsible for promoting and enabling clinical research through the NHS infrastructure. Adopted studies benefit from a number of measures to streamline and coordinate the set-up and monitoring of clinical sites and patient recruitment.
Based on the above progress, the Company expects that the remaining high-dose patient cohorts in the PISCES study will have been treated within the next twelve months, leaving the Company on-track to submit an application to commence a Phase II study with ReN001 next year.
The Company’s other therapeutic programmes continue to progress to plan. The Company and its academic collaborators have now completed pre-clinical studies successfully confirming the positive results from earlier pre-clinical efficacy studies with the Company’s ReN009 stem cell treatment for critical limb ischaemia, the end stage of peripheral arterial disease. Long term pre-clinical safety studies with ReN009 have also now been successfully completed. On this basis, the Company remains on track, later this year, to file for approval to commence a substantial multi-centre Phase I/II combined safety and efficacy study with ReN009 in critical limb ischaemia patients.
The Company’s ReN003 collaborative programme for diseases of the retina continues to make progress, with further pre-clinical efficacy studies planned under the Company’s partnership with the US Schepens Eye Research Institute as well as with further academic centres both in the US and UK. Subject to a successful outcome from these pre-clinical efficacy studies, the Company intends to commence GMP cell banking and long-term pre-clinical safety studies with its proprietary hRPC retinal cell product, ahead of an initial clinical trial filing for ReN003 in the latter part of 2013 in patients with the blindness-causing disease, retinitis pigmentosa.
Summarised details of the Placing and Open Offer
• Firm Placing of up to 134,037,500 new ordinary shares, through Cenkos Securities plc, to raise approximately £5.4 million from certain new and existing investors and Directors at a price of 4 pence per ordinary share
• Each participant in the Placing will receive one Warrant to subscribe one Ordinary Share (exercisable at a price of 6 pence per share) for each new Ordinary Share subscribed by that participant in the Placing
• The Directors have each agreed to subscribe for new Ordinary Shares in the Placing, amounting to a subscription of £35,500 in aggregate
• Open Offer of 99,744,494 new Ordinary Shares to raise up to approximately £4.0 million at a subscription price of 4 pence per Ordinary Share
• The Open Offer has not been pre-placed
• The record date for the determination of the entitlement of qualifying shareholders to participate in the Open Offer will be 5.00 p.m. on 11 April 2012
• The issue price of 4 pence per new Ordinary Share under the Placing and the Open Offer represents a 21.2 per cent. Discount to the price of 5.075 pence per share, being the mid-market closing price of the Company’s Ordinary Shares on 2 April 2012
• The proceeds from the Placing and Open Offer will be used to fund the pre-clinical and clinical development costs of the Company’s core therapeutic programmes and other general business costs, including anticipated completion of the PISCES stroke clinical trial and commencement of a Phase I/II clinical trial with the Company’s ReN009 therapy for critical limb ischaemia
Michael Hunt, Chief Executive Officer of ReNeuron, said:
“We remain greatly encouraged by ongoing progress with the PISCES stroke clinical trial and with our other therapeutic programmes. We are grateful for the support of the institutional investors who have participated in the Placing and we are pleased to be able to offer participation in this fundraising to other shareholders through the Open Offer.”
Enquiries:
ReNeuron +44 (0) 1483 302560
Michael Hunt, Chief Executive Officer
Pat Huggins, Head of Finance & Company Secretary
Cenkos Securities +44 (0) 20 7397 8900
Stephen Keys, Adrian Hargrave (NOMAD and Broker)
Andy Roberts (Sales)
Buchanan +44 (0) 20 7466 5000
Mark Court, Sophie Cowles
1. Introduction
The Company today announces that it proposes to raise up to approximately £9.4 million (before expenses) by means of a Placing, with new and existing investors and Directors, of up to 134,037,500 new Ordinary Shares at a price of 4 pence per new Ordinary Share and up to a further 99,744,494 new Ordinary Shares to be issued through an Open Offer at a price of 4 pence per new Ordinary Share. The issue price represents a discount of approximately 21.2 per cent. to the price of 5.075 pence per share, being the mid-market closing price of the Company’s Ordinary Shares on 2 April 2012.
The Placing and the Open Offer (together the “Fundraising”) are conditional, inter alia, on the passing of certain resolutions in the General Meeting to be held at 10.30 a.m. on 20 April 2012. Summary details of the resolutions are set out at paragraph 6 below.
The Board believes that the Fundraising is in the best interests of the Company and the Shareholders as a whole, and unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the General Meeting as the Directors intend to do in respect of their own holdings of Ordinary Shares.
2. ReNeuron
ReNeuron is a leading, clinical-stage stem cell business. Its primary objective is the development of novel stem cell therapies targeting areas of significant unmet or poorly met medical need. ReNeuron’s Ordinary Shares are traded on AIM under the symbol RENE.L.
ReNeuron’s lead candidate is its ReN001 stem cell therapy for the treatment of patients left disabled by the effects of a stroke. This therapy is currently in clinical development. The Company is also developing stem cell therapies for other conditions such as peripheral arterial disease, a serious and common side-effect of diabetes, and blindness-causing diseases of the retina.
3. Reasons for the Fundraising
Subject to the completion of the Placing in respect of all Placing Shares, the net proceeds of the Placing together with the Company’s existing cash resources will, in the opinion of the Directors, provide the Company with sufficient working capital to fund the pre-clinical and clinical development costs of the Company’s core therapeutic programmes and other general business costs for at least the next 12 months. Within this time period, the Company expects to have completed the PISCES stroke study and to have commenced a Phase I/II clinical trial with its ReN009 therapy for critical limb ischaemia.
Additional proceeds derived from the Open Offer and from the exercise of the Warrants will provide further funding to support the Company’s strategy which seeks to take its core therapeutic programmes to clinical proof-of-concept and high value out-license deals over the next two to three years. The Company will continue to evaluate other sources of funding during this period so as to seek to ensure that its core therapeutic programmes are appropriately financed as they move into larger scale clinical development.
4. Details of the Placing
The Company has conditionally placed up to 134,037,500 new Ordinary Shares at 4 pence per share with existing and new investors and Directors to raise up to £5.4 million before expenses. The Placing Shares are not subject to clawback and are not part of the Open Offer.
The Company will grant to each participant in the Placing one Warrant to subscribe for one Ordinary Share (exercisable at 6 pence per share) for each new Ordinary Share subscribed by that participant as part of the Placing. Further details of the Warrants are set out in the Circular.
To enable certain investors to take advantage of VCT/EIS tax treatment in respect of investments made in the current and subsequent tax year, the Placing will comprise three Admissions.
The Placing Shares to be issued as part of the Placing and the Open Offer will, when issued, rank in full for all dividends declared, made or paid after the date of their Admission and otherwise pari passu with the then existing Ordinary Shares.
In connection with the Fundraising, the Company and Cenkos Securities plc (“Cenkos”) have entered into a Placing And Open Offer Agreement pursuant to which, subject to certain conditions, Cenkos has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Fundraising is not underwritten. Further details of the terms of the Placing And Open Offer Agreement are set out in Part V of this Document.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Assuming that the resolutions are passed at the General Meeting, it is expected that such admissions will become effective and dealings in the Placing Shares will commence as follows:
First issue of Placing Shares 8.00 a.m. on 23 April 2012;
Second issue of Placing Shares 8.00 a.m. on 24 April 2012; and
Third issue of Placing Shares 8.00 a.m. on 25 April 2012.
5. Details of the Open Offer
ReNeuron is proposing to raise up to approximately £4.0 million (before expenses) pursuant to the Open Offer. The proposed issue price of 4 pence per Open Offer Share is the same price as the price at which the Placing Shares are being issued. Warrants will not be issued to persons subscribing for Ordinary Shares under the Open Offer.
The Open Offer will be made by the dispatch of Application Forms to Qualifying non-CREST Shareholders (as defined in the Circular) and the credit to the stock accounts of Qualifying CREST Shareholders (as defined in the Circular) of Open Offer entitlements admitted to CREST. It is anticipated that the Open Offer will be made on 13 April 2012. Not all shareholders may be entitled to participate in the Open Offer. Details of the basis of exclusion of overseas shareholders from the Open Offer are set out in the Circular. The Open Offer will not be underwritten. The Fundraising is not conditional upon the level of applications made to subscribe for new Ordinary Shares 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 approximately £5.4 million (before expenses). The Open Offer will provide qualifying shareholders with the opportunity to apply to subscribe for Open Offer Shares at the issue price of 4 pence per new Ordinary Share pro rata to their holdings of existing Ordinary Shares as at the record date (being 5.00 p.m. on 11 April 2012) on the following basis:
4 Open Offer Shares for every 25 Existing Ordinary Shares
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating entitlements under the Open Offer.
The Open Offer is subject to the satisfaction of the following conditions on or before 8.00 a.m. on 3 May 2012 (or such later date being not later than 8.00 a.m. on 11 May 2012, as the Company and Cenkos may agree):
(i) the passing of the resolutions at the General Meeting;
(ii) the admission to trading on AIM of the Placing Shares having occurred; and
(iii) admission to trading on AIM of the Open Offer Shares becoming effective by 8.00 a.m. on 3 May 2012 (or such later date being not later than 8.00 a.m. on 11 May 2012, as the Company and Cenkos may agree).
If these conditions are not satisfied by such date the Open Offer will lapse and all application monies will be returned (at the applicant’s risk) without interest by cheque or CREST payment as soon as is practicable after that date. Interest earned on monies held will be retained for the benefit of the Company. The Company shall have no other liability or obligation to any person applying for new Ordinary Shares in the event that the Open Offer lapses.
6. Resolutions
The resolutions to be proposed at the General Meeting are, in summary, as follows:
(1) an ordinary resolution, to grant the Directors authority to allot the Placing Shares, Open Offer Shares and Warrants; and
(2) a special resolution, to disapply pre-emption rights granted to Shareholders pursuant to the Companies Act 2006, in respect of the allotment of the Placing Shares, Open Offer Shares and Warrants.
The authorities set out in the resolutions are in addition to the existing authorities conferred on the Directors by shareholders at the 2011 Annual General Meeting and which are due to expire at the conclusion of the next Annual General meeting of the Company.
7. General Meeting and action to be taken
A notice convening the General Meeting to be held at the offices of Covington & Burling LLP, 265 Strand, London, WC2R 1BH at 10.30 a.m. on 20 April 2012 is set out in the Circular. A Form of Proxy for use by shareholders in connection with the General Meeting will be enclosed with the Circular.
8. Intentions of the Directors in relation to the Placing and Open Offer
The following Directors have agreed to subscribe for Placing Shares as follows:
Directors: Number of Placing Shares
Bryan Morton 125,000
Michael Hunt 125,000
Dr. John Sinden 125,000
John Berriman 125,000
Simon Cartmell 187,500
Mark Docherty 125,000
Dr. Paul Harper 50,000
Professor Trevor Jones 25,000
Each of the Directors will also receive a Warrant to subscribe for one Ordinary Share (exercisable at a price of 6 pence per share) for each new Ordinary Share subscribed by that Director as part of the Placing. The Directors do not intend to subscribe further new Ordinary Shares under the Open Offer.
9. Recommendation
The Directors consider the Fundraising to be in the best interests of the Company and the shareholders as a whole and, accordingly, unanimously recommend that shareholders vote in favour of the resolutions to be proposed at the General Meeting as they intend to do in respect or their own holdings of Ordinary Shares.
Expected Timetable of Principal Events
2012
Announcement of the Fundraising and posting of the Circular and 3 April
Form of Proxy
Record date and time for entitlements under the Open Offer 5.00 p.m. on 11 April
Existing Ordinary Shares marked ‘ex’ by the London Stock Exchange 8.00 a.m. on 12 April
Application Forms sent to Qualifying non-CREST Shareholders 13 April
Open Offer Entitlements credited to stock accounts in CREST of
Qualifying CREST Shareholders 8.00 a.m. on 13 April
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 18 April
General Meeting 10.30 a.m. on 20 April
Results of General Meeting announced through RNS 20 April
Recommended latest time for requesting withdrawal of Open
Offer Entitlements from CREST 3.00 p.m. on 20 April
First Admission and commencement of dealings in First Placing Shares 23 April
Allotment of Warrants issued in respect of First Placing Shares 23 April
First Placing Shares to be held in uncertificated form credited to CREST stock accounts 23 April
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 23 April
Second Admission and commencement of dealings in Second Placing Shares 24 April
Allotment of Warrants issued in respect of Second Placing Shares 24 April
Second Placing Shares to be held in uncertificated form
credited to CREST stock accounts 24 April
Latest time and date for splitting of Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on 24 April
Third Admission and commencement of dealings in Third Placing Shares 25 April
Allotment of Warrants issued in respect of Third Placing Shares 25 April
Third Placing Shares to be held in uncertificated form credited to
CREST stock accounts 25 April
Latest time and date for receipt of completed Application Forms
and payment in full under the Open Offer or settlement of
relevant CREST instruction (as appropriate) 11.00 a.m. on 26 April
Results of Open Offer announced through RNS 27 April
Open Offer Admission and commencement of dealings in Open Offer Shares 3 May
Open Offer Shares to be held in uncertificated form credited to CREST stock accounts 3 May
Note:
All New Ordinary Shares to be held in uncertificated form will be credited to CREST accounts on the date of relevant Admission and the dispatch of definitive share certificates for new Ordinary Shares to be held in certificated form will occur within 14 days of relevant Admission.
(1) References to times are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable and in the rest of this Announcement are indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through an RNS.
(4) In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part II of the Circular and, where relevant, complete the Application Form to be sent to Qualifying non-CREST Shareholders .If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Computershare Investor Services PLC on 08707071272 or if calling from outside the UK on +44(0)8707071272. Calls to the Registrar’s 08707071272 number are charged from landlines within the UK at approximately 10 pence per minute (including VAT) plus any of your service provider’s network extras. Calls to the Registrar’s +44(0)8707071272 number from outside the UK are charged at applicable international rates.
Fundraising Statistics
Market price per existing Ordinary Share 5.075 pence
Discount to existing Ordinary Shares 21.2 per cent.
Number of existing Ordinary Shares in issue 623,403,084
Entitlement of Qualifying Shareholders under the Open Offer 4 Ordinary Shares for every
25 Existing Ordinary Shares
Issue Price of each new Ordinary Share 4 pence
Number of Warrants to be issued in respect of the Placing up to 134,037,500
Number of Placing Shares to be offered by the Company up to 134,037,500
Number of Open Offer Shares to be offered by the Company 99,744,494
Proceeds of the Placing (before expenses) £5,361,500
Maximum proceeds of the Open Offer (before expenses) £3,989,780
Maximum Enlarged Share Capital following Admission of the Placing Shares and Open Offer Shares
Third Admission and the Open Offer Admission 857,350,078
Maximum percentage of Enlarged Share Capital represented
by the New Ordinary Shares approximately 27 per cent.
Maximum proceeds of the Fundraising £9.4 million
Notes:
(1) Closing Price on AIM on 2 April 2012, being the last business day prior to the announcement of the Fundraising.
(2) Being the percentage discount which the Placing Price represents to the mid-market closing price on AIM on 2 April 2012.
(3) As at 2 April 2012, being the last business day prior to the announcement of the Fundraising.
(4) Assuming full take up of the Placing Offer and disregarding exercise of Warrants.
(5) Assuming full take up of the Open Offer.
Definitions
“Admission” an admission of relevant new Ordinary Shares to trading on AIM;
“AIM” AIM, a market of the London Stock Exchange;
“Board” or “Directors” the directors of ReNeuron Group plc;
“Enlarged Share Capital” the issued ordinary share capital of ReNeuron immediately following completion of the Placing and the Open Offer;
“Fundraising” together the Placing and Open Offer;
“General Meeting” the general meeting of ReNeuron convened by the notice set out in the Circular to be held at 10.30 a.m. on 20 April 2012 at the offices of Covington & Burling LLP, 265 Strand, London, WC2R 1BH;
“Group” the Company and its subsidiaries;
“Open Offer” the conditional offer to be made by the Company to Qualifying Shareholders of 99,744,494 new Ordinary Shares on the terms and conditions set out in the Circular and, where relevant, in the application form;
“Open Offer Shares” new Ordinary Shares the subject of the Open Offer
“Ordinary Shares” the ordinary shares of 1 penny each in the capital of the Company;
“overseas shareholders” shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK;
“Placing” the placing of up to 134,037,500 new Ordinary Shares on behalf of the Company as described in the Circular;
“Placing Shares” new Ordinary Shares the subject of the Placing;
“Qualifying CREST Shareholders” Qualifying Shareholders holding existing Ordinary Shares as at the Record Date in uncertificated form;
“Qualifying Shareholders” Shareholders whose names appear on the register of members of ReNeuron on the Record Date as holders of existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with, and subject to the further provisions of, the terms and conditions set out in the Circular;
“Qualifying non-CREST Shareholders” Qualifying Shareholders holding existing Ordinary Shares as at the Record Date in certificated form;
“Record Date” the record date for the Open Offer, being 5.00 p.m. on 11 April 2012;
“Restricted Jurisdictions” the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa;
“RNS” a regulatory information service operated by the London Stock Exchange;
“Securities Act” the US Securities Act 1933, as amended;
“United States” or “US” the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
“Warrants” warrants to subscribe for Ordinary Shares, the particulars of which are described in the Circular;
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.
Neither this Announcement nor any copy of it may be taken, transmitted or distributed into the United States or any other Restricted Jurisdiction, or to any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or to any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of such Restricted Jurisdiction. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.
New Ordinary Shares and Warrants, as discussed in this Announcement, have not been and will not be registered under the Securities Actor under the applicable securities laws of any state or other jurisdiction of the United States or any other Restricted Jurisdiction. New Ordinary Shares and Warrants may not be offered. sold, take up, resold, transferred or delivered, directly or indirectly, within, into or in the United States, or any Restricted Jurisdiction, or to any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or to any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of any Restricted Jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States or any other Restricted Jurisdiction.
There will be no public offer of the securities in the United States. The new Ordinary Shares, Warrants, the Circular, the form of proxy in respect of the General Meeting, the application form in respect of the Open Offer, this Announcement and any other documentation related to the Fundraising have not been and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the U.S. or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of an offering of the new Ordinary Shares, the Warrants or the accuracy or adequacy of any of the relevant documentation in relation to the Fundraising. Any representation to the contrary is a criminal offence.
The attention of overseas shareholders is drawn to paragraph 6 (Overseas Shareholders) of the Circular.
This Announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for, any new Ordinary Shares, any Warrants or any other securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment therefor. In particular, this Announcement does not form part of an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States.