Guildford, UK, 12 March 2009: ReNeuron Group plc (LSE: RENE.L) announces that it proposes to raise up to £3 million via a placing of up to 100,000,000 new ordinary shares of 1 pence each (“Ordinary Shares”) credited as fully paid up at a price of 3 pence per Ordinary Share (the “Placing”). Commitments from placees have already been received in respect of 92,766,667 Placing Shares, representing gross proceeds of £2.78 million.
The Placing is conditional, inter alia, on shareholder approval. A circular convening an Extraordinary General Meeting on 3 April 2009 (the “EGM”) has been posted to shareholders. At the EGM, shareholder approval will be sought, inter alia, for the allotment and issue of securities as part of the Placing.
To enable certain placees to take advantage of UK Enterprise Investment Scheme (“EIS”) tax treatment it is proposed that the Placing comprise four closings. The first closing is expected to occur following the shareholder meeting on 3 April 2009, the second closing is expected to occur on or prior to 28 May 2009, the third is expected to occur on or prior to 29 May 2009 and the fourth closing is expected to occur on or prior to 1 June 2009.
The net proceeds of the fundraising will, in the opinion of the Directors, provide the Company with sufficient working capital to satisfy its requirements for at least the next 12 months. The net proceeds of the Placing will fund initial ReN001 Phase I trial costs and ongoing development work on ReNeuron’s CTX cell line products, in addition to providing finance for the Company’s other therapeutic programmes and for general working capital expenditure.
Details of the Placing
The Placing is to be effected on behalf of the Company by Collins Stewart Europe Limited (“Collins Stewart”), Daniel Stewart & Company plc (“Daniel Stewart”) and Matrix Corporate Capital LLP (“Matrix”) (together the “Placing Agents”) pursuant to a placing agreement (the “Placing Agreement”). Pursuant to the Placing Agreement, Matrix, Daniel Stewart and Collins Stewart have agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for up to 100,000,000 Placing Shares in aggregate.
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, save that the Placing Agreement may not be terminated by the Placing Agents following the first closing. In addition to commissions payable to the Placing Agents, up to 3,333,333 warrants to subscribe Ordinary Shares at a price of 3p per share will be issued to Matrix. Such warrants will be exercisable for a period of 3 years.
Conversion of Loan Notes
On 24 June 2008, the Company announced that it had agreed £2.5 million in secured loan note financing from Awal Bank and Merlin Biosciences Fund (the “Loan Notes”). The Company has fully drawn down the Loan Notes, on which interest accrues at LIBOR plus 2%. The Company and the Loan Note holders have entered into a conversion agreement which varies the price of conversion under the Loan Notes, whereby, to the extent that such a conversion would not give rise to an obligation to make an offer under Rule 9 of the UK Takeover Code, the outstanding Loan Notes plus accrued interest (totalling approximately £2.57 million in aggregate) will be capitalised into Ordinary Shares at a price of 3 pence per share, conditional on completion of the Placing. The Company expects that the Loan Notes will be fully converted, and on this basis e xpects to issue approximately 86 million further Ordinary Shares no later than 1 June 2009. A further announcement will be made once the Loan Notes have been converted. The Directors of the Company consider, having consulted with the Company’s nominated adviser, Collins Stewart, that the terms of conversion are fair and reasonable in so far as the Company’s shareholders are concerned.
Details of the EGM
The EGM will be held at the offices of Morrison & Foerster, 7th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW, at 10.00 a.m. on 3 April 2009. A form of proxy for use at the EGM is 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, PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 3FA, in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 1 April 2009. Completion and return of a form of proxy will not preclude shareholders from attending and voting in person at the EGM should they so wish.
The authorities to be sought at the EGM are additional to the existing authorities conferred on the Directors at the Company’s Annual General Meeting held on 19 September 2008, as included a general authority in respect of the allotment of securities having a nominal value of £308,335.06 (equivalent to 30,833,506 Ordinary Shares).
The Directors consider the proposed Placing 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 resolution to be proposed at the EGM.
Notes to editors
ReNeuron is a leading, UK-based stem cell company. Its primary objective is the development of stem cell therapies targeting areas of significant unmet or poorly met medical need.
On 19 January, Reneuron announced that it had received approval from the UK Medicines and Healthcare Products Regulatory Agency (MHRA) to commence a first-in-man clinical trial for the treatment of patients who have been left disabled by an ischaemic stroke, the most common form of the condition. Stroke is the third largest cause of death and the single largest cause of adult disability in the developed world. In this Phase I trial, the first of its kind using expanded neural stem cells, stroke patients will be treated with ReNeuron’s ReN001 stem cell therapy. The trial is designed primarily to test the safety profile of ReN001 in ischaemic stroke patients at a range of cell doses, but a number of efficacy measures will also be evaluated over the course of the trial. The Company continues to progress its ethics approval process for the trial. Following successful completion of this process, patient recruitment is expected to commence in the second quarter of this year.
In addition to its stroke programme, ReNeuron is developing stem cell therapies for a number of other conditions, including peripheral ischaemia, Type 1 diabetes and 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.
Data source: UK Stroke Association.
Michael Hunt, Chief Executive Officer
Tel: +44 (0) 1483 302560
David Yates, Susan Quigley
Tel: +44 (0) 20 7831 3113
Stewart Wallace, Adam Cowen
Tel: +44 (0) 20 7523 8350
Simon Leathers, Simon Starr
Tel: +44 (0) 20 7776 6550
Alastair Stratton, Tim Graham
Tel: +44 (0) 20 3206 7000
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.
Collins Stewart Europe Limited, Daniel Stewart & Company plc and Matrix Corporate Capital LLP, 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. None of Collins Stewart Europe Limited, Daniel Stewart & Company plc and Matrix Corporate Capital LLP accepts any liability whatsoever for the accuracy or opinions contained in this document (or for the omission of any material information) and none of Collins Stewart Europe Limited, Daniel Stewart & Company plc and Matrix Corporate Capital LLP shall not be responsible for the contents of this document.