REG - Renalytix PLC - Issue of Shares and Rule 2.9 Announcement

RenalytixAnnouncement

22/04/2024 17:30

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RNS Number : 5771L  Renalytix PLC  22 April 2024

Renalytix plc

("Renalytix" or the "Company")

 

Issue of Shares and Rule 2.9 Announcement

 

LONDON and SALT LAKE CITY - 22 April 2024 - Further to the announcements on 8
April 2024 and 15 April 2024, Renalytix plc (http://www.renalytix.com)
(NASDAQ: RNLX) (LSE: RENX) announces that the sale of 1,333,334 Ordinary
Shares (the "Subsequent Tranche Shares") priced at $0.75 per NASDAQ ADS
($0.375 per Ordinary Share) to DB Capital Partners Healthcare, L.P. (the
"Purchaser") has completed today, raising $0.5 million additional capital to
the Company. The Purchaser is a specialty healthcare institutional investor
focused on innovative medical technology that fundamentally changes critical
global diseases care.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the announcement dated 8 April 2024, unless the context
provides otherwise.

 

An application has been made to the London Stock Exchange plc for the
Subsequent Tranche Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will become effective on, or around, 8 a.m. UK time
on 25 April 2024. The Subsequent Tranche Shares will rank pari passu with the
existing Ordinary Shares of the Company.

 

As disclosed in the announcements dated 8 April 2024 and 15 April 2024, the
Purchaser had purchased Initial Tranche Shares of 2,666,667 Ordinary Shares
for $1.0 million. In addition, the Purchaser had an option to purchase up to
7,811,696 additional Ordinary Shares at the offering price of $0.375 per
Ordinary Share, with such option exercisable until 17 April 2024 which was
extended to 19 April 2024 as agreed between the Company and the Purchaser. The
Purchaser partially exercised the option to subscribe for the Subsequent
Tranche Shares and the completion took place today.  As of the date of this
announcement following the issue of the Subsequent Tranche Shares, the
Purchaser holds 4,000,001 Ordinary Shares which is approximately 3.14% of the
Company's existing issued share capital.

 

Rule 2.9

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that following the allotment and issue
of the Subsequent Tranche Shares today, the Company has 127,552,350 Ordinary
Shares in issue with each Ordinary Share carrying the right to one vote. The
Company has no Ordinary Shares held in treasury. The Company also has a
sponsored Level III ADR programme. The ADSs are traded on the Nasdaq Global
Market and Citibank N.A. acts as the depositary for the programme. Each ADS
represents two Ordinary Shares. The total number of voting rights in the
Company is therefore 127,552,350.

 

The International Securities Identification Number for the Ordinary Shares is
GB00BYWL4Y04.

The International Securities Identification Number for the ADSs is
US75973T1016.

For further information, please contact:

 

 Renalytix plc                                                  www.renalytix.com (http://www.renalytix.com)
 James McCullough, CEO                                          Via Walbrook PR

 Stifel (Nominated Adviser, Joint Broker)                       Tel: 020 7710 7600
 Alex Price / Nicholas Moore / Nick Harland / Samira Essebiyea

 Investec Bank plc (Joint Broker)                               Tel: 020 7597 4000
 Gary Clarence / Shalin Bhamra

 Walbrook PR Limited                                            Tel: 020 7933 8780 or renalytix@walbrookpr.com

                                                              (mailto:renalytix@walbrookpr.com)
 Paul McManus / Alice Woodings / Charlotte Edgar

                                                                Mob: 07980 541 893 / 07407 804 654 / 07884 664 686

 CapComm Partners
 Peter DeNardo                                                  Tel: 415-389-6400 or investors@renalytix.com (http://investors@renalytix.com)

 

About Renalytix

Renalytix (NASDAQ: RNLX) (LSE: RENX) is an in-vitro diagnostics and laboratory
services company that is the global founder and leader in the new field of
bioprognosis™ for kidney health. The leadership team, with a combined 200+
years of healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment for rapid
progressive decline in kidney function in adult patients with T2D and early
CKD (stages 1-3). We believe that by understanding how disease will progress,
patients and providers can take action early to improve outcomes and reduce
overall health system costs. For more information, visit www.renalytix.com.

 

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the
10(th) business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the
10(th) business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following the
date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

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