Guildford, UK, 22 July 2013: ReNeuron is pleased to announce that it has raised a total of £33 million in a financing package that transforms the Company’s prospects and helps position it as a global leader in stem cell development.
Highlights
• £25.35 million (before expenses) of firm commitments to be raised through an oversubscribed placing of 1,014,000,000 Placing Shares at an Issue Price of 2.5p to fund its therapeutic programmes through Phase II trials and consequent value inflection.
• £7.8 million to be provided through a grant package from the Welsh Government to establish a cell manufacturing and development facility in South Wales for late stage clinical and commercial product requirements. The Company will move its principal operations to this facility as it is phased in over the next two years.
• Shareholder register transformed with participation of major new life science and generalist investors, including Invesco, Abingworth and the Wales Life Sciences Investment Fund LP, alongside existing holders.
• Issue Price represents a 17.4 per cent discount to the closing mid-market price of an Ordinary Share on 19 July 2013, being the last Business Day prior to this announcement. Issue Price represents a 3.1 per cent discount to the average mid-market price for the last 20 Business Days prior to this announcement.
• The Directors have each agreed to subscribe for shares in the Placing, amounting to a subscription of £110,000 in aggregate.
• Renowned Welsh life sciences entrepreneur, Sir Chris Evans, to be appointed as a non-executive director of the Company upon closing of the Placing.
Completion of the proposed firm Placing 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 7 August 2013. Dealings in the New Ordinary Shares issued in the firm Placing are expected to commence shortly thereafter.
A circular providing further details of the Placing 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
The Company has today announced its preliminary results for the year ended 31 March 2013, within which the Company has given an update on its therapeutic programmes and other activities.
Edwina Hart, the Welsh Government’s Minister for Economy, Science and Transport, said:
“I am delighted to be welcoming ReNeuron to Wales. Cardiff University has always been one of the leading centres in the UK for both stem cell and neuroscience research, which was recently strengthened by the appointment of Professor Yves Barde to the Research Chair in Neurobiology as part of our Sêr Cymru initiative.
“This is the second investment made by the Wales Life Sciences Investment Fund, a key component in our strategy to support the growth of the life sciences sector in Wales – one of our priority sectors with the potential to make a significant contribution to the Welsh economy.”
Michael Hunt, Chief Executive Officer of ReNeuron, said:
“We are delighted with the support provided to us in this fundraising, both by the participating institutional investors, including specialists in the life sciences sector, and the Welsh Government. The overall funding package will transform the financial position of our business and its future prospects, and should allow us to take all of our therapeutic programmes through a Phase II proof-of-concept clinical study and to value inflection through commercial deals over the next three years.
“The Welsh grant package also enables us to take control over the manufacture of our stem cell therapy candidates as they get closer to market. We look forward to working with the Welsh Government to become part of a larger advanced-therapy manufacturing initiative to be established in South Wales over the coming years.”
Analyst meeting and webcast
A meeting for analysts will be held at 10.30am today at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN. For a webcast of the analyst presentation, please log on to the following web address about 10 minutes before 10.30am: http://mediaserve.buchanan.uk.com/2013/reneuron220713/registration.asp
For further details please contact Buchanan on 020 7466 5000.
A recording of the webcast will be made available on ReNeuron’s and Buchanan’s websites, www.reneuron.com and www.buchanan.uk.com.
Enquiries:
- ReNeuron +44 (0) 1483 302560
Michael Hunt, Chief Executive Officer
Pat Huggins, Head of Finance & Company Secretary
Welsh Government + 44 (0) 2920 898099
Matt Pritchard
Matthew.Pritchard@wales.gsi.gov.uk
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, Fiona Henson, Sophie Cowles
Placing and Notice of General Meeting
1. Introduction
The Company today announces that it proposes to raise up to £25.35 million (before expenses) by means of a Placing, with new and existing investors and Directors, of up to 1,014,000,000 Placing Shares at a price of 2.5 pence per new Ordinary Share. The Issue Price represents a discount of approximately 17.4 per cent to the price of 3.025 pence per share, being the Closing Price of the Company’s Ordinary Shares on 19 July 2013. The Issue Price represents a discount of 3.1 per cent to the average mid-market price for the last 20 Business Days prior to the date of this announcement, being approximately 2.58 pence per share.
The Placing is conditional, inter alia, on the passing of certain Resolutions at the General Meeting.
The Board believes that the Placing 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 to be held at 10.30 a.m. on 7 August 2013 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 critical limb ischaemia, 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 Welsh grant package and the Company’s existing cash resources will, in the opinion of the Directors, provide the Company with sufficient working capital to fund all of its core therapeutic programmes through Phase II studies and to consequent value inflection through commercial development deals or a broader strategic transaction. It will also enable the Company to secure manufacturing capability, and margin, as its therapeutic candidates move closer to market.
4. Details of the Placing and the Placing Agreement
The Company has conditionally placed up to 1,014,000,000 new Ordinary Shares at 2.5 pence per share with existing and new investors and Directors to raise £25.35 million (before expenses).
The Placing Shares 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.
The Placing is to be effected on behalf of the Company by the Placing Agent on the terms of the Placing Agreement. Pursuant to the Placing Agreement, the Placing Agent has agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not underwritten.
The Placing Agreement contains warranties and an indemnity from the Company in favour of the Placing Agent together with provisions that enable the Placing Agent to terminate the Placing Agreement in certain circumstances prior to Admission, including where any warranties are found to be untrue, inaccurate or misleading in any material respect and also in the event of a material adverse change in the financial position or prospects of the Company or in national or international financial, market, economic or political conditions.
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, it is expected that the Admissions will become effective and dealings in the Placing Shares will commence as follows:
First Placing Shares 8.00 a.m. on 8 August 2013; and
Second Placing Shares 8.00 a.m. on 9 August 2013.
5. 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; and
(2) a special resolution, to disapply pre-emption rights granted to Shareholders pursuant to the Act, in respect of the allotment of the Placing Shares.
The authorities set out in the Resolutions are in addition to the Existing Authorities conferred on the Directors by Shareholders at the 2012 Annual General Meeting of the Company which are due to expire at the conclusion of the next Annual General Meeting of the Company.
6. 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 7 August 2013 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.
7. Intentions of the Directors in relation to the Placing
The following Directors have agreed to subscribe for Placing Shares as follows:
Directors: Number of Placing Shares
Bryan Morton 800,000
Michael Hunt 800,000
Dr. John Sinden 600,000
John Berriman 600,000
Simon Cartmell 600,000
Mark Docherty 600,000
Dr. Paul Harper 200,000
Dr. Tim Corn 200,000
8. Recommendation
The Directors consider the Placing 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.
9. Appointment of Non-Executive Director
The Company intends to appoint, with effect from completion of the Placing, Sir Christopher Thomas Evans, 55, as a non-executive director of the Company. Sir Chris has a proven track record of establishing successful science companies. He built Merlin Biosciences in just six years into one of the largest European biomedical focused venture capital firms with over $600 million investment funds under management. He also established Excalibur Group, is a senior Adviser to the Welsh Government and is Chairman of Arthurian Life Sciences Limited, which manages the £100 million Wales Life Sciences Investment Fund LP.
Save as disclosed below there are no additional disclosures to be made in accordance with paragraph (g) of Schedule 2 of the AIM Rules in relation to Sir Chris Evans.
Sir Chris Evans has held the following directorships in the past five years:
AV22 Limited*
Axellis Limited
Belmont Investments Limited
Celsis International Limited
Celsis Limited
Columbine Finance Co. Limited
Decon Sciences Limited*
Destination Skin Limited
Destination Skin Group Limited
DS Realisation 2010 Limited
Energist Limited
Excalibur Fund Managers Limited*
Excalibur Group Holdings Limited*
Excalibur Healthcare Services Limited*
Glebe Corporate LLP*
Glebe Facilities Limited*
Lab 21 Diagnostic Services Limited*
Lab 21 Limited*
Merchant Ventures Investments Limited
Merlin (Scotland) GP Limited*
Merlin Asset Management Limited*
Merlin General Partner III Limited*
Merlin Limited*
Merlin Scientific Consulting Limited*
Merlin Scientific LLP*
Merlin Ventures Ltd
MS Therapeutics Limited*
Mzima Medical Limited*
Newmarket Capital Limited
Orbis Capital Limited
Simbec Holdings Limited*
Simbec Research Limited*
Sultan Scientific Limited*
The Bushcraft Group Limited*
The Centre for Nutritional Medicine Limited
Virgin Health Bank Limited*
Viogen Limited
Vivomedica (UK) Limited
Vivomedica PLC
*current directorships
Through his investment in Merlin Biosciences Fund LP II, Sir Chris Evans holds interest in 47,844 Ordinary Shares in the Company, representing approximately 0.006% of ReNeuron’s Existing Ordinary Shares.
Sir Chris Evans was an officer of Decon Sciences Limited, a company which was placed into voluntary liquidation in July 2010.
Expected Timetable of Principal Events
2013
Announcement of the Placing and posting of the Circular and 22 July
Form of Proxy
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 5 August
General Meeting 10.30 a.m. on 7 August
Results of General Meeting announced through RNS 7 August
First Admission and commencement of dealings in First Placing Shares 8.00 a.m. on 8 August
First Placing Shares to be held in uncertificated form credited to CREST stock accounts 8 August
Second Admission and commencement of dealings in Second
Placing Shares 8.00 a.m. on 9 August
Second Placing Shares to be held in uncertificated form
credited to CREST stock accounts 9 August
Note:
All Placing 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 Placing Shares to be held in certificated form will occur within 14 days of relevant Admission.
Placing Statistics
Market price per Existing Ordinary Share 3.025 pence
Discount to Existing Ordinary Shares 17.4 per cent.
20 day average discount to Existing Ordinary Shares 3.1 per cent.
Number of Existing Ordinary Shares in issue 774,827,700
Issue Price of each Placing Share 2.5 pence
Number of Placing Shares to be offered by the Company 1,014,000,000
Maximum proceeds of the Placing (before expenses) £25,350,000
Maximum Enlarged Share Capital following First Admission and
Second Admission 1,788,827,700
Maximum percentage of Enlarged Share Capital represented by
the Placing Shares 57 per cent.
Definitions
“Act” the Companies Act 2006, as amended;
“Admission” an admission of relevant Placing Shares to trading on AIM;
“AIM” AIM, a market of the London Stock Exchange;
“AIM Rules” the AIM rules for companies and their nominated advisers, published by the London Stock Exchange (as amended from time to time);
“Board” or “Directors” the directors of ReNeuron;
“Business Day” a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
“Cenkos” Cenkos Securities plc;
“certificated form” not in an uncertificated form;
“Closing Price” the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
“Company” or “ReNeuron” ReNeuron Group plc;
“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
“EIS” enterprise investment scheme;
“Enlarged Share Capital” the issued ordinary share capital of ReNeuron immediately following completion of the Placing;
“Existing Ordinary Shares” the Ordinary Shares in issue as at 5:00 p.m. on 19 July 2013;
“First Admission” the admission of the First Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
“First Placing Shares” The up to 29,033,000 Placing Shares placed pursuant to the Placing conditional on, inter alia, the passing of the Resolutions, with certain investors who are able to benefit from VCT/EIS tax treatment and which are to be admitted to trading on AIM at First Admission;
“Form of Proxy” the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting;
“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 7 August 2013 at the offices of Covington & Burling LLP, 265 Strand, London, WC2R 1BH;
“Group” the Company and its subsidiaries;
“ISIN” International Securities Identification Number;
“Issue Price” 2.5 pence per Placing Share;
“London Stock Exchange” London Stock Exchange plc;
“Notice of General Meeting” the notice of the General Meeting, which is set out in the Circular;
“Ordinary Shares” the ordinary shares of 1 penny each in the capital of the Company;
“Placees” persons subscribing for Placing Shares as part of the Placing;
“Placing” the placing of the Placing Shares on behalf of the Company as described in the Circular;
“Placing Agent” Cenkos Securities plc;
“Placing Agreement” the placing agreement between the Company and Cenkos dated 22 July 2013 concerning the Placing;
“Placing Shares” the up to 1,014,000,000 new Ordinary Shares to be issued pursuant to the Placing;
“Resolutions” the resolutions to be proposed at the General Meeting, as set out in the notice of General Meeting included in the Circular;
“RNS” a regulatory information service operated by the London Stock Exchange as defined by the AIM Rules;
“Second Admission” the admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
“Second Placing Shares” the up to 985,167,000 Placing Shares placed pursuant to the Placing conditional on, inter alia, the passing of the Resolutions, which are to be admitted to trading on AIM at Second Admission;
“Shareholders” holders of Ordinary Shares whose names appear on the register of members of ReNeuron;
“Sterling” of “£” the lawful currency of the United Kingdom;
“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;
“uncertificated form” Ordinary Shares recorded on the share register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred within the CREST settlement system; and
“VCT” venture capital trust.