REG - Itaconix PLC - Replacement re Further Details on the Fundraising
13/07/2018 16:00
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RNS Number : 6470U
Itaconix PLC
13 July 2018
The following replaces the RNS 'Further Details on the Fundraising and
Participation of Directors and Substantial Shareholders in the Fundraising'
announcement released on 12 July 2018 at 16:47 with RNS number 5104U.
The statement 'Eligible Shareholders may subscribe for Open Offer Shares on
the basis of 635 Open Offer Shares for every 1,000 Existing Ordinary Shares
held at 6.00 p.m. on 11 July 2016 (the "Record Date")' should read 'Eligible
Shareholders may subscribe for Open Offer Shares on the basis of 635 Open
Offer Shares for every 1,000 Existing Ordinary Shares held at 6.00 p.m. on 11
July 2018 (the "Record Date")'.
All other information remains unchanged. The full version of the announcement
is below:
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
ITACONIX 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 ITACONIX
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014.
Itaconix plc
("Itaconix" or "the Company" or the "Group")
Further Details on the Fundraising and Participation of Directors and
Substantial Shareholders in the Fundraising
Itaconix, a leading designer and manufacturer of specialty polymers, confirms
that, further to the announcement made earlier today, it has conditionally
raised c. £3.4 million before fees and expenses by a Placing of 107,300,000
Placing Shares with certain existing and new institutional and other investors
and by a Subscription of 61,260,000 Subscription Shares with certain existing
US shareholders and other US investors at the Placing Price of 2 pence per
share. The Placing Price of 2 pence represents a 70.4 per cent. discount to
the Closing Price of 6.75 pence on 28 June 2018, being the last day prior to
the suspension of the Ordinary Shares from trading on AIM.
The Company announces that, as part of the Placing, Woodford Investment
Management, IP2IPO Limited and Janus Henderson Investors have subscribed for
Placing Shares (the "Related Party Transactions") as detailed further below.
Directors and PDMR's participation in the Fundraising
Certain of the Directors and John Shaw, who is to be appointed Chief Executive
Officer, (the "Proposed Director") have agreed to subscribe for Placing Shares
and Subscription Shares. The number of Placing Shares and Subscription
Shares subscribed for by each of these Directors
and the Proposed Director pursuant to the Placing and the Subscription, and
their resulting shareholdings on Admission (assuming take-up
in full of the Open Offer by Eligible Shareholders
and of the US Additional Subscription
by US Eligible Participants), are set out below:
Directors Number of Existing Ordinary Shares Percentage of existing issued share capital Number of Placing Number of Subscription Shares subscribed for Number of Ordinary Shares held Percentage of Enlarged
Shares subscribed for
on Admission
Share Capital on Admission*
Bryan Dobson 83,500 0.11% 500,000 - 583,500 0.19%
Kevin Matthews 20,000 0.03% - - 20,000 0.01%
Robin Cridland 52,836 0.07% - - 52,836 0.02%
Julian Heslop 60,000 0.08% 600,000 - 660,000 0.21%
Michael Townend 64,940 0.08% - - 64,940 0.02%
James Barber 45,000 0.06% 700,000 - 745,000 0.24%
John Shaw (Proposed Director) 2,771,597 3.52% - 23,500,000 33,173,097** 10.30%
*
Assuming take-up in full of the Open Offer by Eligible Shareholders and of the US Additional Subscription by US Eligible Participants.
**
Including 6,901,500 Ordinary Shares acquired pursuant to the Contingent Consideration and Merger Settlement Agreement
including Ordinary Shares held by Kensington Research Holdings LLC, a
corporation in which John Shaw is interested.
Yvon Durant and Laura Denner, persons discharging managerial responsibilities
("PDMRs"), have agreed to subscribe for 1,250,000 Placing Shares and 1,125,000
Placing Shares, respectively, pursuant to the Placing.
Each of the above Director's participation, the Proposed Director's participation
and the PDMR's participation is conditional
upon certain matters and events including, amongst other things, the passing of the Resolutions, the Placing Agreement having
become unconditional and Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 3 August 2018 (but in
any event by no later than 8.00 a.m. on 31 August 2018).
Related Party Transactions
The following existing substantial Shareholders will be participating in the Placing:
No. of Existing Ordinary Shares Percentage of existing issued share capital No. of Placing Shares subscribed for No. of Ordinary Shares held following Admission Percentage of enlarged share capital following Admission*
Woodford Investment Management 26,988,000 34.28% 61,700,000 88,688,000 28.40%
IP2IPO Limited ** 11,899,080 21,000,000 32,899,080 10.54%
15.12%
Janus Henderson Investors 9,370,500 11.9% 10,000,000 19,370,500 6.20%
* Assuming the issue of the Contingent Consideration Shares and
take-up in full of the Open Offer by Eligible Shareholders and of the US Additional Subscription by US Eligible Participants
**
IP2IPO Limited is a subsidiary of IP Group plc. IP2IPO Limited and IP Venture Fund will hold
32,899,080 Ordinary Shares in aggregate upon Admission, representing approximately
10.54 per cent. of the Company's enlarged issue share capital.
Where a company enters into a related party
transaction, under the AIM Rules the independent directors
of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is
fair and reasonable in so far as its shareholders are concerned.
Woodford Investment Management, Janus Henderson Investors and IP2IPO
Limited, by virtue of being
substantial shareholders (as defined by the AIM Rules), and IP2IPO
Limited, by virtue of having a representative,
Mike Townend, on the Board, are considered to be "related parties" as defined under the AIM Rules. Woodford
Investment Management, Janus Henderson Investors and IP2IPO Limited's
participations in the Placing constitute related party transactions for
the purposes of rule 13 of the AIM Rules.
The Directors consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of each of Woodford Investment
Management's participation and Janus Henderson Investors' participation in the Placing is fair and reasonable insofar as the Shareholders are concerned.
The Directors, excluding Mike Townend,
who is not considered independent by virtue of his directorships of IP2IPO Limited and IP Group plc consider, having consulted with the
Company's nominated adviser, N+1 Singer, that the terms of IP2IPO Limited's participation in the Placing is fair and reasonable insofar as the
Shareholders are concerned.
Update on Suspension
The Company's shares remain suspended from trading. A further announcement
will be made in due course as appropriate.
Open Offer and US Additional Subscription
The Company wishes to offer all Eligible Shareholders the opportunity to
participate in a further issue of new equity in the Company by way of the Open
Offer of new Ordinary Shares to Eligible Shareholders at a price of 2 pence
per Open Offer Share. Eligible Shareholders may subscribe for Open Offer
Shares on the basis of 635 Open Offer Shares for every 1,000 Existing Ordinary
Shares held at 6.00 p.m. on 11 July 2018 (the "Record Date"). Shareholders
subscribing for their full entitlement under the Open Offer may also request
additional Open Offer Shares through the arrangement described below (the
"Excess Application Facility") pursuant to which Eligible Shareholders may
apply for an amount of Open Offer Shares in excess of the entitlements
allocated to them to subscribe for Open Offer Shares pursuant to the Open
Offer ("Basic Entitlements"). The proposed open offer price of 2 pence per
Open Offer Share (the "Issue Price") is the same as the Placing Price for the
Placing and Subscription.
The Company also intends (acting in in its absolute discretion) to make an
invitation to certain US Eligible Participants to participate, pursuant to
applicable exemptions to the US Securities Act, in a further issue of new
equity in the Company by way of the US Additional Subscription of new Ordinary
Shares at the Issue Price.
The Open Offer and the US Additional Subscription will be for up to 50,000,000
new Ordinary Shares in aggregate.
Assuming a full take-up by Eligible Shareholders under the Open Offer, the
issue of the Open Offer Shares and the Additional Subscription Shares will
raise further gross proceeds of up to approximately £1.0 million for the
Company.
Further information on the Open Offer will be set out in a circular to be sent
to Shareholders (the "Circular").
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 Fieldfisher LLP at Riverbank House, 9th
Floor, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 2 August 2018. The
Circular, containing background information to the Fundraising, together with
a notice of the General Meeting, will be posted to Shareholders tomorrow.
Dr. Kevin Matthews, Chief Executive Officer of Itaconix, said:
"We are delighted to close this financing to allow Itaconix to continue to
commercialise its core products especially in the auto dishwash market. I am
particularly pleased to see significant interest from US shareholders, in
addition to Itaconix's major institutional holders, reflecting the increased
operational focus of the business in the USA. I look forward to shareholder
support at the upcoming general meeting".
For further information please contact:
Itaconix +44 (0) 1244 283 500
Kevin Matthews / Rob Cridland
N+1 Singer +44 (0) 207 496 3000
Richard Lindley / Jen Boorer (Corporate Finance)
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 12 July 2018
to announce the launch of the Fundraising.
Important Notice
N+1 Singer is acting as nominated adviser and broker and as agent for and on
behalf of the Company for the Placing. N+1 Singer is authorised and regulated
by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1
Singer is acting exclusively for the Company and no one else in connection
with the Placing and N+1 Singer will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing 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 N+1 Singer 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 Placing Shares and the Open Offer Shares 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 Placing and the Subscription
The Open Offer
Introduction
The Board recognises and is grateful for the continued support received from
Shareholders and therefore wishes to provide an opportunity for all existing
Eligible Shareholders to participate in a further issue of new Ordinary Shares
also at the Issue Price by way of the Open Offer.
The Open Offer is being made so as to enable all Eligible Shareholders to
subscribe for new Ordinary Shares at the Issue Price on a pro rata basis to
their current holdings and with the option for increasing their allocation
pursuant to an Excess Application Facility.
The Open Offer has been structured so that it is not available to Non-Eligible
Shareholders, being Shareholders resident or located in Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South Africa and
the United States and any other jurisdiction where the extension or
availability of the Open Offer would breach any applicable law or regulations
(a "Restricted Jurisdiction"), although the Company is also undertaking the US
Additional Subscription to certain US Eligible Participants. The Open Offer is
being conducted concurrently with the US Additional Subscription. The Open
Offer and the US Additional Subscription are conditional on the Placing and
the Subscription being approved.
Details of the Open Offer
(a) Structure
The Directors have considered the best way to structure the Open Offer, having
regard to, inter alia, the importance of pre-emption rights to all
Shareholders, the extent to which there are Shareholders resident outside of
the United Kingdom including those in a Restricted Jurisdiction ("Overseas
Shareholders"), the regulatory requirements applicable to companies listed on
AIM, cost implications and market risks. After considering these factors, the
Directors have concluded that the most suitable structure for the Open Offer,
for both the Company and its Shareholders as a whole, is that the Open Offer
be made only to Eligible Shareholders who are not resident or located in any
Restricted Jurisdiction.
The Open Offer provides an opportunity for all Eligible Shareholders to
acquire Open Offer Shares pro rata to their current holdings of Existing
Ordinary Shares as at the Record Date with the option for subscribing for more
Ordinary Shares pursuant to the Excess Application Facility. The Issue Price
for the Open Offer is the same as the Issue Price in the Placing. Once
subscriptions by Eligible Shareholders under their respective Basic
Entitlements have been satisfied, the Company shall, in its absolute
discretion, determine whether to meet any excess applications in full or in
part and no assurance can be given that applications by Eligible Shareholders
under the Excess Application Facility will be met in full, in part or at all.
(b) Principal Terms of the Open Offer
The Open Offer is conditional on:
• the passing of the Resolutions to be proposed at the General
Meeting; and
• Admission of the Open Offer Shares having occurred not later
than 8.00 a.m. on 3 August 2018 (or such later time and/or date as N+1 Singer
and the Company may agree, being not later than 8.00 a.m. on 31 August 2018).
Accordingly, if any of such conditions are not satisfied, the Open Offer will
not proceed. It is a condition of the Open Offer that the Placing also
proceeds. Further terms and conditions of the Open Offer are set out in the
Circular to be sent to Shareholders. Subject to the fulfilment of the
conditions referred to above and set out in the Circular, Eligible
Shareholders are being given the opportunity to subscribe for the Open Offer
Shares at the Issue Price per Open Offer Share, pro rata to their holdings of
Existing Ordinary Shares on the Record Date on the basis of:
635 Open Offer Shares for every 1,000 Existing Ordinary Shares
Eligible Shareholders are also being given the opportunity, provided that they
take up their Basic Entitlement in full, to apply for Excess Entitlements
through the Excess Application Facility. Assuming full take-up under the Open
Offer and the US Additional Subscription, the issue of the Open Offer Shares
and the Additional Subscription Shares will raise gross proceeds of £1.0
million for the Company. The Open Offer is not underwritten. The Open Offer
Shares will, upon issue, rank pari passu with the Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted. The terms of the Open
Offer provide that each Eligible Shareholder's entitlement under the Open
Offer will be rounded down to the nearest whole number. Fractions will be
aggregated and made available under the Excess Application Facility. Eligible
Shareholders with holdings of Existing Ordinary Shares in both certificated
and uncertificated form will be treated as having separate holdings for the
purpose of calculating the Basic Entitlements.
Eligible Shareholders with a holding of one Existing Ordinary Share will not
receive a Basic Entitlement and will also not be able to apply under the
Excess Application Facility.
It should be noted that the Open Offer is not a rights issue. Accordingly, the
Application Form is not a document of title and cannot be traded.
(c) Excess Application Facility
The Excess Application Facility will enable Eligible Shareholders, provided
that they take up their Basic Entitlement in full, to apply for an amount of
Open Offer Shares in excess of their Basic Entitlement, but not in excess of
the total number of Open Offer Shares ("Excess Entitlements").
Applications for Excess Entitlements will be satisfied only and to the extent
that corresponding applications by other Eligible Shareholders are not made or
are made for less than their Basic Entitlements. Once subscriptions by
Eligible Shareholders under their respective Basic Entitlements have been
satisfied, the Company shall, in its absolute discretion, determine whether
to meet any excess applications in full or in part and no assurance can be
given that applications by Eligible Shareholders under the Excess Application
Facility will be met in full, in part or at all.
Further information on the Open Offer and the terms and conditions on which it
is made will be set out in the Circular to be sent to Shareholders.
Admission and dealings
Application will be made to the London Stock Exchange for the Placing Shares,
the Subscription Shares, the Open Offer Shares and the Additional Subscription
Shares to be admitted to trading on AIM. It is expected that, subject to the
passing of the Resolutions at the General Meeting, Admission will occur and
dealings will commence in such shares on 3 August 2018 at 8.00 a.m. (or such
later date as N+1 Singer and the Company may agree, being not later than 8.00
a.m. on 31 August 2018).
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
tomorrow. The Circular contains notice of the General Meeting which is to be
held at the offices of Fieldfisher LLP at Riverbank House, 9th Floor, 2 Swan
Lane, London EC4R 3TT at 11.00 a.m. on 2 August 2018.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement under the Open Offer 6.00 p.m. on 11 July 2018
Announcement of the Fundraising 12 July 2018
Ex-entitlement date of the Open Offer 7.00 a.m. on 13 July 2018
Posting of the Circular, Notice of General Meeting, Form of Proxy and 13 July 2018
Application Form (where applicable)
Basic Entitlements and Excess Entitlements credited to stock accounts in 16 July 2018
CREST for Eligible Shareholders
Latest recommended time and date for requested withdrawal of Basic 4.30 p.m. on 25 July 2018
Entitlements and Excess Entitlements from CREST
Latest time and date for depositing Basic Entitlements and Excess 3.00 p.m. on 26 July 2018
Entitlements in CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3.00 p.m. on 27 July 2018
market claims only)
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 31 July 2018
Latest time and date for receipt of Application Forms and payment in full 11.00 a.m. on 31 July 2018
under the Open Offer and settlement
of relevant CREST instructions
General Meeting 11.00 a.m. on 2 August 2018
Results of the General Meeting and the Open Offer announced 2 August 2018
Admission of Placing Shares, Subscription Shares, Open Offer Shares and 8.00 a.m. on 3 August 2018
Additional Subscription Shares to trading on AIM and commencement of dealings
CREST accounts to be credited for Placing Shares and the Open Offer Shares to 8.00 a.m. on 3 August 2018
be held in uncertificated form
Dispatch of definitive share certificates for Placing Shares, Subscription by 10 August 2018
Shares, Open Offer Shares and Additional
Subscription Shares to be held in certificated form
The Company reserves the right to alter the dates and times referred to above
and to accept applications under the Open Offer at any time prior to 5.00 p.m.
on 31 July 2018. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
All references to time are to London time, unless otherwise stated.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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