REG - RUA Life Sciences - Result of GM, Issue of Equity and TVR

Rua Life SciencesAnnouncement

18/12/2023 14:45

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RNS Number : 1886X  RUA Life Sciences PLC  18 December 2023

18 December 2023

 

 

 

RUA LIFE SCIENCES PLC

 

("RUA" or the "Company")

 

Result of General Meeting, Issue of Equity and Total Voting Rights

 

Director/PDMR Shareholdings

 

RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical
device businesses focused on the exploitation of long-term implantable
biostable polyurathane (Elast-Eon™), announces that all resolutions put to
Shareholders at the General Meeting held earlier today in connection with the
placing announced by the Company on 30 November 2023 were duly passed.

 

 

 Resolution                                                                            For                       Against                  Withheld         Total votes cast
                                                                                       Number of votes  %        Number of votes  %       Number of votes
 1       Ordinary resolution to authorise the directors to allot shares

                                                                                       7,161,298        99.53%   34,079           0.47%   591              7,195,377
 2       Special resolution to authorise the directors to disapply pre-emption rights

                                                                                       7,161,161        99.53%   34,119           0.47%   688              7,195,280

(1)     Any proxy appointments, which gave discretion to the Chairman have
been included in the 'For' votes total.

(2)     Votes "For" and "Against" any resolution are expressed as a
percentage of votes validly cast for that resolution.

(3)     A vote "Withheld" is not a vote in law and is not counted in the
calculation of the percentage of shares voted "For" or "Against", nor in the
aggregate figure of total votes cast.

 

 

Director Participation

 

Further to the publication of the Company's interim results for the period
ended 30 September 2023, and consequently the end of the Company's close
period under MAR, Bill Brown (2.57% shareholder of the Company), Ian Ardill,
John McKenna (0.08%) and Lachlan Smith (0.09%) (together, the "Directors")
have all subscribed for Subscription Shares at the Issue Price under the
Subscription, as set out below.

 

 Shareholder    Number of existing Ordinary Shares  % of                                     Number of Subscription Shares subscribed for at the Issue Price  Number of Ordinary Shares held on Admission  % of

                                                    existing issued ordinary share capital                                                                                                                 enlarged issued ordinary share capital on Admission

 Bill Brown     569,149                             2.57%                                    272,727                                                           841,876                                     1.36%
 Ian Ardill     -                                   0.00%                                    272,727                                                           272,727                                     0.44%
 John McKenna   18,785                              0.08%                                    90,909                                                            109,694                                     0.18%
 Lachlan Smith  19,341                              0.09%                                    90,909                                                            110,250                                     0.18%

 

For the reasons set out above, the participation by the Directors referred to
above in the Subscription is classified as a 'related party transaction' for
the purposes of Rule 13 of the AIM Rules. Dr Caroline Stretton, John Ely and
Geoffrey Berg, as the independent Directors of the Fundraise, consider, having
consulted with Cavendish (as the Company's Nominated Adviser), that the terms
of the related party transaction are fair and reasonable insofar as the
Company's shareholders are concerned.

 

 

Issue of Eqity and Total Voting Rights

 

Following shareholder approval at the general meeting and conditional on
admission, 36,363,636 new ordinary shares have been allotted pursuant to the
Placing, 2,784,566 new ordinary shares pursuant to the Retail Offer and
727,272 pursuant to the Subscription,

 

The Company has therefore allotted a total of 39,875,474 new ordinary shares
in connection with the Fundraising.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 62,060,272 with each Ordinary Share carrying the
right to one vote. There are no shares held in treasury and therefore,
following Admission, the total number of voting rights in the Company will be
62,060,272.

 

The above figure may be used by 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 share capital of the
Company under the FCA's Disclosure, Guidance and Transparency Rules.

 

Capitalised terms used in this announcement have the meaning given to them in
the Placing announcement dated 30 November 2023, unless otherwise defined in
this announcement.

 

 

For further information contact:

 

 RUA Life Sciences

 Bill Brown, Chairman                                                      Tel: +44 (0)1294 317073

 Caroline Stretton, Group Managing Director                                Tel: +44 (0)1294 317073

 Cavendish Capital Markets                                                 Tel: +44 (0)20 7220 0500
 Limited

 (Nominated Adviser and Broker)

 Giles Balleny/Dan Hodkinson (Corporate Finance)

 Charlie Combe (ECM)

 Michael Johnson (Sales)

 

PDMR Notification Form

The notification below is made in accordance with the requirements of MAR.

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated

 a)  Name:                                                         Bill Brown

 2.  Reason for the notification

 a)  Position/status:                                              Executive Chair

 b)  Initial notification/Amendment:                               Initial notification

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

 a)  Name:                                                         RUA Life Sciences plc

 b)  LEI:                                                          213800BMVB22PVOJ9Z28

 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 5 pence

     Identification code:                                          GB0033360586
 b)  Nature of the transaction:                                    Purchase of Ordinary Shares

 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   11 pence  272,727
 d)  Aggregated information:

     ·Aggregated volume:                                           N/A

     ·Price:
 e)  Date of the transaction:                                      18 December 2023

 f)  Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

·Aggregated volume:

·Price:

 

N/A

e)

Date of the transaction:

18 December 2023

 

f)

Place of the transaction:

Outside of a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated

 a)  Name:                                                         Ian Ardill

 2.  Reason for the notification

 a)  Position/status:                                              Non-Executive Director

 b)  Initial notification/Amendment:                               Initial notification

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

 a)  Name:                                                         RUA Life Sciences plc

 b)  LEI:                                                          213800BMVB22PVOJ9Z28

 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 5 pence

     Identification code:                                          GB0033360586
 b)  Nature of the transaction:                                    Purchase of Ordinary Shares

 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   11 pence  272,727
 d)  Aggregated information:

     ·Aggregated volume:                                           N/A

     ·Price:
 e)  Date of the transaction:                                      18 December 2023

 f)  Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

·Aggregated volume:

·Price:

 

N/A

e)

Date of the transaction:

18 December 2023

 

f)

Place of the transaction:

Outside of a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated

 a)  Name:                                                         Lachlan Smith

 2.  Reason for the notification

 a)  Position/status:                                              Chief Financial Officer

 b)  Initial notification/Amendment:                               Initial notification

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

 a)  Name:                                                         RUA Life Sciences plc

 b)  LEI:                                                          213800BMVB22PVOJ9Z28

 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 5 pence

     Identification code:                                          GB0033360586
 b)  Nature of the transaction:                                    Purchase of Ordinary Shares

 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   11 pence  90,909
 d)  Aggregated information:

     ·Aggregated volume:                                           N/A

     ·Price:
 e)  Date of the transaction:                                      18 December 2023

 f)  Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

·Aggregated volume:

·Price:

 

N/A

e)

Date of the transaction:

18 December 2023

 

f)

Place of the transaction:

Outside of a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated

 a)  Name:                                                         John McKenna

 2.  Reason for the notification

 a)  Position/status:                                              Non-Executive Director

 b)  Initial notification/Amendment:                               Initial notification

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

 a)  Name:                                                         RUA Life Sciences plc

 b)  LEI:                                                          213800BMVB22PVOJ9Z28

 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 5 pence

     Identification code:                                          GB0033360586
 b)  Nature of the transaction:                                    Purchase of Ordinary Shares

 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   11 pence  90,909
 d)  Aggregated information:

     ·Aggregated volume:                                           N/A

     ·Price:
 e)  Date of the transaction:                                      18 December 2023

 f)  Place of the transaction:                                     Outside of a trading venue

d)

Aggregated information:

·Aggregated volume:

·Price:

 

N/A

e)

Date of the transaction:

18 December 2023

 

f)

Place of the transaction:

Outside of a trading venue

 

 

 

 

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