REG - Itaconix PLC - New Funding to Support EU Volumes

ItaconixAnnouncement

22/04/2022 07:00

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RNS Number : 9773I  Itaconix PLC  22 April 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED within IT 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, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA 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.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

Itaconix plc

("Itaconix" or the "Company")

Itaconix Completes New Funding to Support EU Volumes

 

Itaconix (AIM: ITX) (OTCQB: ITXXF), a leading innovator in plant-based
specialty polymers used as essential ingredients in everyday consumer
products, is pleased to announce a placement of new ordinary shares to raise
approximately £0.3 million by way of direct subscription with existing
institutional shareholder IP Group entities ("IP Group") and management
("Management") (the "Fundraise"). The proceeds of the Fundraise will be used
for general growth working capital, predominantly to strengthen finished goods
inventories held in the EU to assure reliable and ready delivery times to EU
customers.

 

The Company will issue and allot a total of 6,666,668 new ordinary shares
("New Ordinary Shares") to satisfy the Fundraise at, in the case of IP Group,
an issue price of 4.5 pence per share and, in the case of the Management, an
equivalent price of 5.9 US cents per share which, at a deemed $/£ exchange
rate of 1.305, represents a price of 4.5 pence per Ordinary Share. The issue
price of 4.5 pence represents a 10.9 per cent. discount to the closing mid
market share price on 21 April 2022 of 5.05 pence, and a premium of 1.0 per
cent. to the 30 business day LSE volume weighted average price to 21 April
2022 of 4.4552 pence. The New Ordinary Shares are being issued pursuant to the
shareholder authorities granted to the Directors at the Company's 2021 AGM.

 

Application is being made to the London Stock Exchange for these New Ordinary
Shares, which will rank pari passu with the Company's existing ordinary
shares, to be admitted to trading on AIM. Dealings in the New Ordinary Shares
on AIM are expected to commence at 8:00 a.m. on 27 April 2022.

 

Related Party Transaction

 

IP Group has agreed to subscribe for 5,555,556 New Ordinary Shares (being
£250,000.02) pursuant to the Fundraise. As at the date of this announcement
(prior to completion of the Fundraise), IP Group holds in aggregate 50,357,638
existing ordinary shares representing approximately 11.36 per cent. of the
existing ordinary shares in issue. As such, IP Group is a substantial
shareholder of the Company by definition of the AIM Rules for Companies and
its participation in the Fundraise is a related party transaction pursuant to
AIM Rule 13.

 

John Shaw, CEO ("Shaw") has agreed to subscribe for 555,556 New Ordinary
Shares (being US$32,625 or approximately £25,000) pursuant to the Fundraise.
As at the date of this announcement (prior to completion of the Fundraise),
Shaw holds 44,961,686 existing ordinary shares representing approximately
10.14 per cent. of the existing ordinary shares in issue. As such, John Shaw
is a substantial shareholder of the Company by definition of the AIM Rules for
Companies, and a director of the Company, and his participation in the
Fundraise is a related party transaction pursuant to AIM Rule 13.

 

Laura Denner, CFO ("Denner") has agreed to subscribe for 555,556 New Ordinary
Shares (being US$32,625 or approximately £25,000) pursuant to the Fundraise.
As at the date of this announcement (prior to completion of the Fundraise),
Denner holds 12,151,080 existing ordinary shares representing approximately
2.74 per cent. of the existing ordinary shares in issue. Denner is a director
of certain Itaconix subsidiary companies and her participation in the
Fundraise is a related party transaction pursuant to AIM Rule 13.

 

The Independent Directors, being James Barber, Charlean Gmunder, and John
Snow, consider, having consulted with the Company's nominated adviser, finnCap
Ltd, that the terms of IP Group and Managements' participation in the
Fundraise are fair and reasonable insofar as the Company's shareholders are
concerned. Immediately following admission of the New Ordinary Shares to
trading on AIM, IP Group will hold 55,913,194 ordinary shares, representing
approximately 12.42 per cent. of the issued share capital of the Company as
enlarged by the Fundraise. Immediately following admission of the New Ordinary
Shares to trading on AIM, Shaw will hold 45,517,242 ordinary shares,
representing approximately 10.11 per cent. of the issued share capital of the
Company as enlarged by the Fundraise. Immediately following admission of the
New Ordinary Shares to trading on AIM, Denner will hold 12,706,636 ordinary
shares, representing approximately 2.82 per cent. of the issued share capital
of the Company as enlarged by the Fundraise.

 

Total Voting Rights

 

Following admission of the New Ordinary Shares to trading on AIM, the Company
will have 450,129,425 ordinary shares of 1 pence in issue. The figure of
450,129,425 may be used by the Company's shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

 

Enquiries

 

Itaconix

John R Shaw / Laura
Denner
+1 (603) 775 4400

 

Belvedere Communications
 
+44 (0) 20 3687 2756

John West / Llew Angus

 

finnCap
+44 (0) 20 7220 0500

Ed Frisby/Abigail Kelly/Milesh Hindocha - Corporate Finance

Andrew Burdis/Sunila de Silva - ECM

 

About Itaconix

Itaconix uses its proprietary plant-based polymer technology platform to
produce and sell specialty ingredients that improve the safety, performance,
and sustainability of consumer products. The Company's current ingredients are
enabling and leading new generations of products in cleaning, hygiene, and
beauty. Itaconix's contributions to the global low carbon economy are
recognised by the London Stock Exchange's Green Economy Mark.

www.itaconix.com (http://www.itaconix.com)

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         John R. Shaw
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Itaconix plc
 b)   LEI                                                          213800OKA3GOCK2ZA496
 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  Ordinary shares of 1 pence each

      Identification code                                          GB00B84LVH87
 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       Price                        Volume

      £0.045                                                                                    555,556
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      21 April 2022
 f)   Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Laura Denner
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Itaconix plc
 b)   LEI                                                          213800OKA3GOCK2ZA496
 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  Ordinary shares of 1 pence each

      Identification code                                          GB00B84LVH87
 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                       Price                        Volume

      £0.045                                                                                    555,556
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      21 April 2022
 f)   Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

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