REG - Futura Medical PLC - Result of Fundraising

Futura MedicalAnnouncement

23/12/2019 07:05

RNS Number : 7442X
Futura Medical PLC
23 December 2019
 


23 December 2019
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FUTURA MEDICAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF FUTURA MEDICAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPENDIX TO THE ANNOUNCEMENT MADE BY THE COMPANY ON 20 DECEMBER 2019.
 
 
Futura Medical plc
 
("Futura" or the "Company")
 
Result of Fundraising and Participation of a
Director and Substantial Shareholder in the Fundraising
 
Futura, a pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal Dermasys® drug delivery technology and focused on sexual health and pain confirms that, further to the announcement made on Friday, it has conditionally raised £3.25 million in aggregate before fees and expenses through a successful Subscription and PrimaryBid Offer at the Issue Price of 8 pence per share.
 
The £1.5 million PrimaryBid Offer was fully taken up.  Due to high demand, the PrimaryBid Offer was oversubscribed and closed early.
 
The Company announces that existing institutional investor Lombard Odier has subscribed for a total of 21,875,000 Investor Subscription Shares (representing an aggregate investment of £1.75 million) and that the 18,750,000 PrimaryBid Shares which Lombard Odier had agreed to subscribe for, were clawed back in full to meet accepted applications under the PrimaryBid Offer.
 
Director participation in the Fundraising and related party transaction
 
James Barder, Chief Executive Offer, has agreed to subscribe for PrimaryBid Shares. The number of PrimaryBid Shares subscribed for by him pursuant to the PrimaryBid Offer, and his resulting shareholding on Admission, are set out below:




 


 


 


 


 


 




Directors


Number of Existing Ordinary Shares


Percentage of existing issued share capital


Number of PrimaryBid Shares subscribed for


Number of Ordinary Shares held

on Admission


Percentage of Enlarged

Share Capital on Admission




James Barder


1,085,972*


0.53%


125,000


1,210,972


 0.49%




 * beneficial and non-beneficial holding. James Barder also holds options over 1,750,000 Ordinary Shares.



 
 
 
 
 
 
 
 
 
 



James Barder, by virtue of being a director of the Company, is considered to be a "related party" as defined under the AIM Rules. James Barder's participation in the PrimaryBid Offer constitutes a related party transaction for the purposes of rule 13 of the AIM Rules. 
The Independent Directors (being all the Directors with the exception of James Barder, who is participating in the PrimaryBid Offer) consider, having consulted with the Company's nominated adviser, Liberum, that the terms of James Barder's participation in the PrimaryBid Offer is fair and reasonable insofar as the Shareholders are concerned.
Substantial Shareholder participation in the Fundraising and related party transaction
The following existing substantial Shareholder has agreed to participate in the Fundraising:




 


Number of Existing Ordinary Shares


Percentage of existing issued share capital


Number of Subscription and Primary Bid Shares subscribed for


Number of Ordinary Shares held following Admission


Percentage  of enlarged share capital following Admission




Lombard Odier


25,489,477


12.45%




21,875,000




47,364,477


19.31%




 
Lombard Odier by virtue of being a substantial shareholder is considered to be a "related party" as defined under the AIM Rules. Lombard Odier's participation in the Subscription constitutes a related party transaction for the purposes of rule 13 of the AIM Rules.
The Directors consider, having consulted with the Company's nominated adviser, Liberum, that the terms of Lombard Odier's participation in the Subscription is fair and reasonable insofar as the Shareholders are concerned.
 
Lombard Odier will receive a total of 10,937,500 warrants to subscribe for further new Ordinary Shares at a price of 40 pence per share, exercisable until the fifth anniversary of their issue, in respect of its participation in the Subscription.
 
Both James Barder's and Lombard Odier's participation in the Fundraising is conditional upon certain matters and events including, amongst other things, the passing of the Resolutions, the Subscription Agreement having become unconditional and Admission of the Subscription Shares becoming effective on or before 8 a.m. on 31 January 2020.
 
Posting of Circular & Notice of General Meeting
 
Completion of the Fundraising is conditional upon, amongst other things, approval by existing Shareholders at a General Meeting of the Company, expected to be held at the offices of Futura Medical plc at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey GU2 7YG at 11.00 a.m. on 17 January 2020.  The Circular, containing background information to the Fundraising, together with a notice of the General Meeting, will be posted to Shareholders shortly.
For further information please contact:




Futura Medical plc


+44 (0) 1483 685 670




James Barder, Chief Executive Officer
Angela Hildreth, Finance Director & Chief Operating Officer


  www.Futuramedical.com




Liberum
Nominated Adviser and Broker


+44 (0) 20 3100 2000




Bidhi Bhoma/ Euan Brown/ Kane Collings


 




For media enquiries please contact
Optimum Strategic Communications


+44 (0) 20 3950 9144




Mary Clark/ Eva Haas/ Hollie Vile


 




Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 20 December 2019 to announce the launch of the Fundraising.
 
Important Notice
 
Liberum is acting as nominated adviser and broker for and on behalf of the Company for the Fundraising. Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. Liberum is not acting for the Company in relation to the PrimaryBid Offer. Liberum is acting exclusively for the Company and no one else in connection with the Fundraising and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Investor Subscription Shares and the PrimaryBid will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. 
This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Terms of the Subscription and the PrimaryBid Offer
 
The Company has conditionally raised approximately £3.25 million before expenses pursuant to the Subscription and PrimaryBid Offer. The Issue Price represents a discount of approximately 25.58 per cent. to the Closing Price of 10.75 pence on 19 December 2019, being the latest practicable date prior to the announcement of the Subscription and the PrimaryBid Offer.
 
Subject to the satisfaction of the conditions under the Subscription and PrimaryBid Offer including, inter alia, the passing of the Resolutions, the Company will issue 40,625,000 new Ordinary Shares in aggregate at the Issue Price, thereby raising approximately £3.25 million, before expenses, and £3.0 million, after the expenses of the Subscription and PrimaryBid Offer. The Investor Subscription Shares and PrimaryBid Shares issued pursuant to the Fundraising will represent approximately 16.6 per cent. of the Enlarged Share Capital on Admission.
No element of the Fundraising has been underwritten by Liberum. The Company has agreed to pay certain advisory fees to Liberum in connection with the Fundraising, to Lombard Odier in connection with its participation in the Subscription and PrimaryBid Offer, and to PrimaryBid in connection with the PrimaryBid Offer.
 
The Subscription and the PimaryBid Offer are conditional, inter alia, upon:
 
·      the Resolutions being passed at the General Meeting or any adjournment thereof by no later than 11 a.m. on or around 17 January 2020;
·      each of the warranties contained in the Subscription Agreement being and remaining accurate and not misleading until Admission;
·      the Company having complied in all material respects with its obligations and having satisfied the conditions herein which are to be performed or satisfied prior to Admission; and
·      Admission taking place by no later than 8 a.m. on 20 January 2020 (or such later date as the Company may agree with Liberum).
If any of the conditions are not satisfied, the Investor Subscription Shares and the PrimaryBid Shares will not be issued and any monies received from the subscribers will be returned to them (at the subscribers' risk and without interest) as soon as possible thereafter. In relation to the PrimaryBid Offer only in the event of any conflict between the incorporated contractual conditions which apply to the Subscription and the further conditions of PrimaryBid, the contractual conditions which apply to the Subscription will prevail.
Admission and dealings
Application will be made to the London Stock Exchange for the Investor Subscription Shares and the PrimaryBid Shares to be admitted to trading on AIM. Subject to passing of the Resolutions, it is expected that Admission will become effective and that dealings in the Investor Subscription Shares and the PrimaryBid Shares will commence on or around 8 a.m. on 20 January 2020. The Investor Subscription Shares and the PrimaryBid Shares will, when issued, be credited as fully paid and will rank equally in all respects with the Existing Ordinary Shares already in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Investor Subscription Shares and the PrimaryBid Shares.
General Meeting
 
The Circular and a form of proxy in relation to the General Meeting to be convened in connection with the Fundraising will be posted to shareholders shortly. The Circular contains notice of the General Meeting which is to be held at the offices of Futura Medical plc, at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey GU2 7YG at 11.00 a.m. on 17 January 2020. 
Expected Timetable of Principal Events
 




Launch of the Fundraising


4:30 p.m. on 20 December 2019




PrimaryBid Offer open from


4:31 p.m. on 20 December 2019




PrimaryBid Offer closed at


5 p.m. on 22 December 2019




Announcement of the result of the Fundraising


23 December 2019




Publication and posting of the this document and Notice of General Meeting and Form of Proxy


24 December 2019




Latest time and date for receipt of Forms of Proxy


11:00 a.m. on 15 January 2020




General Meeting


11:00 a.m. on 17 January 2020




Results of the General Meeting announced


17 January 2020




Admission of Subscription Shares and PrimaryBid Shares to trading on AIM and commencement of dealings


8 a.m. on 20 January 2020




CREST accounts to be credited for Subscription Shares to be held in uncertificated form


8 a.m. on 20 January 2020




Dispatch of definitive share certificates for Subscription Shares and  PrimaryBid Shares to be held in certificated form


by 27 January 2020



 
 
 



 
All references to time in this document are to London time, unless otherwise stated
 
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them




 1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


James Barder




2


Reason for the notification




a)


Position/status


Chief Executive Officer




b)


Initial notification/Amendment


Initial notification




3


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Futura Medical plc




b)


LEI


21380053QLT46UNV2303




4


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument, type of instrument
 
Identification code


Ordinary Shares of 0.2 pence each
 
 
GB0033278473




b)


Nature of the transaction


Subscription for ordinary shares through conditional fundraising. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 17 January 2020.




c)


Price(s) and volume(s)
 






Price(s)


Volume(s)




8p


125,000




 




d)


Aggregated information
-         Aggregated volume
-         Price


N/A




e)


Date of the transaction


23 December 2019




f)


Place of the transaction


London Stock Exchange AIM Market (XLON)




 
 
 




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