Guildford, UK, 13 December 2010: ReNeuron Group plc (LSE: RENE.L) today announces that it has raised £10 million, before expenses (the “Fundraising”), by means of:
· a placing (the “Placing”), with new and existing investors, of 181,318,182 new Ordinary Shares of 1 pence each (the “Ordinary Shares”) (the “Placing Shares”) at a price of 5.5 pence per new Ordinary Share; and
· a subscription (the “Subscription”), by the Directors, for 500,000 new Ordinary Shares of 1 pence each (the “Subscription Shares”) also at a price of 5.5 pence per new Ordinary Share.
The Placing was over-subscribed. A total of £4,745,657.62, representing the issue of 85,784,684 Placing Shares and 500,000 Subscription Shares, has been raised pursuant to the authorities granted to the Directors to allot new Ordinary Shares on a non-pre emptive basis pursuant to certain of the resolutions passed at the 2010 Annual General Meeting (the “Existing Authorities”). A total of £5,254,342.39, representing the issue of 95,533,498 Placing Shares, is conditional on, inter alia, shareholder approval through the passing of certain resolutions.
A circular convening a General Meeting to be held at 10:00am on 29 December 2010 (the “General Meeting”) will today be posted to shareholders. At the General Meeting, shareholder approval will be sought, inter alia, for the allotment and issue of 95,533,498 Placing Shares. Shareholder approval will also be sought to refresh the authorities granted at the 2010 Annual General Meeting in order that the Company is able to maintain a level of flexibility in respect of its current and future commercial arrangements.
To enable the Company to take advantage of the Existing Authorities and for certain placees to take advantage of Venture Capital Trust and Enterprise Investment Scheme tax treatment in respect of investments made in the current and subsequent tax years, the Fundraising will comprise three Admissions:
· First Admission will comprise (i) 6,702,362 Placing Shares and (ii) 500,000 Subscription Shares;
· Second Admission will comprise 79,082,322 Placing Shares; and
· Third Admission will comprise 95,533,498 Placing Shares.
First Admission is not conditional on Second Admission or Third Admission occurring. Second Admission, while conditional on First Admission having occurred, is not conditional on Third Admission occurring. Third Admission is conditional on both First Admission and Second Admission having occurred.
Application will be made to the London Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AIM. It is expected that admission will become effective and dealings will commence at 8.00am on:
· 17 December 2010 (for the Placing Shares the subject of First Admission and the Subscription Shares);
· 20 December 2010 (for the Placing Shares the subject of Second Admission); and
· 30 December 2010 (for the Placing Shares the subject of Third Admission, subject to shareholder approval at the General Meeting).
Assuming First Admission, Second Admission and Third Admission occur, the net proceeds of the Fundraising of £9.3 million, 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 the next two years, beyond which the Directors believe that out-license deals with commercial development partners will be possible for these programmes. The Company will also use the proceeds of the Fundraising to complete man ufacturing optimisation and scale-up of CTXcryoTM, the Company’s long shelf-life variant of its lead CTX cell product. Further proceeds from the Fundraising will be utilised to build out the Company’s capabilities in clinical, manufacturing and business development, at both executive and non-executive level.
The Company will also announce today its interim results for the six months ended 30 September 2010 which include an update on the Company’s activities. The interim results and further information on ReNeuron and its products can be found on the Company’s website at www.reneuron.com.
Details of the Fundraising
The Placing is being conducted on behalf of the Company by Daniel Stewart & Company plc and Matrix Corporate Capital LLP (”Matrix”) (together the “Placing Agents”) pursuant to the terms of a placing agreement (the “Placing Agreement”). Pursuant to the Placing Agreement, the Placing Agents have procured subscribers for 181,318,182 Ordinary Shares, in aggregate, at a price of 5.5 pence per Ordinary Share.
The Placing Agreement contains warranties in favour of the Placing Agents given by the Company with respect to its business and certain matters connected with the Placing. In addition, the Company has given customary indemnities to the Placing Agents in connection with the Placing and their performance of services in relation to the Placing. The Placing Agents have certain rights to terminate the Placing Agreement in specified circumstances.
The Directors have subscribed for Subscription Shares pursuant to subscription letters dated 13 December 2010 between each Director and the Company. Pursuant to the terms of the subscriptions letters, each Director has subscribed for Subscription Shares at a price of 5.5 pence per Subscription Share as set out below. The Subscription Shares will be admitted to trading on AIM subject to and conditional upon First Admission.
Number of Ordinary Shares held on 10 December 2010 (being the latest practicable date prior to the publication of this document) Number of Subscription Shares Number of Ordinary Shares held following Third Admission (1) Percentage holding following Third Admission
Trevor Jones 111,200 90,909 202,109 0.03%
Michael Hunt 237,113 90,910 328,023 0.05%
John Sinden 1,395,993 90,909 1,486,902 0.24%
Mark Docherty 174,400 45,454 219,854 0.04%
Paul Harper 110,800 90,909 201,709 0.03%
Bryan Morton – 90,909 90,909 0.01%
1Assuming the Subscription Shares are the only Ordinary Shares acquired prior to Third Admission.
Details of the General Meeting
The General Meeting will be held at the offices of Morrison & Foerster, 7th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW, at 10 a.m. on 29 December 2010. A form of proxy for use at the General Meeting will be enclosed with the circular sent to shareholders. The form of proxy should be completed and returned to the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 10 a.m. on 23 December 2010. Completion and return of a form of proxy will not preclude shareholders from attending and voting in person at the General Meeting should they so wish.
The authorities to be sought at the General Meeting are addit ional to the existing authorities conferred on the Directors at the Company’s Annual General Meeting held on 8 September 2010.
The Directors consider the Fundraising to be in the best interests of the Company and its 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 of their own holdings of Ordinary Shares.
Michael Hunt, Chief Executive Officer – ReNeuron +44 (0) 1483 302560
Mark Court, Isabel Podda
Buchanan Communications +44 (0) 20 7466 5000
Emma Earl, Oliver Rigby
Daniel Stewart & Company plc +44 (0) 20 7776 6550
Alastair Stratton, Tim Graham
Matrix Corporate Capital LLP +44 (0) 20 3206 7000
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 has used its unique stem cell technologies to develop cell-based therapies for significant disease conditions where the cells can be readily administered “off-the-shelf” to any eligible patient without the need for additional immunosuppressive drug treatments. 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 early clinical development. ReNeuron’s ReN009 stem cell therapy is being developed as a treatment for peripheral arterial disease, a serious and common side-effect of diabetes. The Company is also developing stem cell therapies for other conditions such as blindness-causing diseases of the retina.
ReNeuron has also developed a range of stem cell lines for non-therapeutic applications – its ReNcell® products for use in academic and commercial research. The Company’s ReNcell®CX and ReNcell®VM neural cell lines are marketed worldwide under license by USA-based Millipore Corporation.
ReNeuron’s shares are traded on the London AIM market under the symbol RENE.L. Further information on ReNeuron and its products can be found at www.reneuron.com.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia, the Republic of South Africa or Japan or into any other jurisdiction where to do so would or might constitute a violation of local applicable laws or regulations.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
The Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (the “Securit ies Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from, or in a transaction subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Ordinary Shares in the United States. The Ordinary Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of the this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement contains forward-looking statements with respect to the financial condition, results of operations and business achievements/performance of ReNeuron and certain of the plans and objectives of management of ReNeuron with respect thereto. These statements may generally, but not always, be identified by the use of words such as “should”, “expects”, “estimates”, “believes” or similar expressions. This announcement also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the growth of markets and demand for products. By their nature, forward-looking statements involve risk and uncertainty because they reflect ReNeuron’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of factors could cause ReNeuron’s actual financial condition, results of operations and business achievements/performance to differ materially from the estimates made or implied in such forward-looking statements and, accordingly, reliance should not be placed on such statements.
The Placing Agents are each authorised and regulated by the Financial Services Authority, and are each acting for the Company and for no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for affording advice in relation to the matters referred to herein. This announcement has been issued by, and is the sole responsibility of, the Company. Neither of the Placing Agents accepts any liability whatsoever for the accuracy or opinions contained in this announcement (or for the omission of any material information) and neither of the Placing Agents shall be responsible for the contents of this announcement.
This announcement and the information contained in it is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States, Canada, Australia, the Republic of South Africa or Japan and should not be distributed in, forwarded to or transmitted into any jurisdiction where to do so would or might constitute a violation of local applicable laws or regulations.