Response to media speculation
04/11/2024 16:36
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RNS Number : 8729K Tissue Regenix Group PLC 04 November 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO
CERTAINTY THAT SUCH AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
For immediate release 4 November 2024
Tissue Regenix Group plc
('Tissue Regenix' or the 'Company')
Response to media speculation
Tissue Regenix (AIM: TRX), notes the media speculation and confirms that it is
conducting a review of the Company's strategic options that may include
soliciting offers for the Company. As part of this, the Company has contacted
a limited number of potential counterparties to assess whether such parties
could put forward a proposal that would deliver greater value to Tissue
Regenix's shareholders than pursuing a standalone independent strategy.
The Company has not received any indicative non-binding proposals to date.
There can be no certainty that any offer will be made as a result of contact
with these potential counterparties, nor as to the terms on which any such
offer might be made. Shareholders are advised to take no action at this time.
A further announcement will be made in due course.
Takeover Code notes
The Takeover Panel Executive has granted a dispensation from the requirement
of Rules 2.4 (a) and (b) of the Takeover Code such that Tissue Regenix is not
required to identify in this announcement any potential offeror with which the
Company is in talks, or from which an approach has been received, unless that
potential offeror has been specifically identified in any rumour or
speculation.
As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the Takeover Code, and the attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the
Takeover Code, which are summarised below in "Disclosure Requirements of the
Takeover Code".
- Ends -
For more information, please contact:
Tissue Regenix Group plc
Daniel Lee, Chief Executive Officer via Walbrook PR
David Cocke, Chief Financial Officer
Canaccord Genuity (Financial Adviser)
Matt Steere / Simon Bridges / Andrew Potts / Harry Rees Tel: +44 (0) 20 7523 8000
Cavendish Capital Markets (Nominated Adviser and Broker)
Geoff Nash/Giles Balleny/Edward Whiley Tel: +44 (0) 20 7466 5000
Nigel Birks - Life Science Specialist Sales
Harriet Ward - ECM
Walbrook PR (Financial PR and IR) Tel: +44 (0)20 7933 8780
Alice Woodings / Paul McManus Tissue Regenix@walbrookpr.com (mailto:TissueRegenix@walbrookpr.com)
About Tissue Regenix (www.tissueregenix.com (http://www.tissueregenix.com/) )
Tissue Regenix is a leading medical device company in regenerative medicine.
The Company's patented decellularisation technology (dCELL®) removes DNA and
other cellular material from animal and human soft tissue, leaving an
acellular tissue scaffold not rejected by the patient's body that can be used
to repair diseased or damaged body structures. Current applications address
many crucial clinical needs in sports medicine, foot and ankle injuries and
wound care.
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser exclusively for Tissue
Regenix and for no one else in connection with the subject matter of this
announcement and will not regard any other person as its client in relation
to the matters referred to in this announcement and will not be responsible to
anyone other than Tissue Regenix for providing the protections afforded to
clients of Canaccord Genuity Limited, nor for providing advice in relation to
the Possible Offer or any other matter referred to in this announcement.
The person responsible for arranging the release of this announcement on
behalf of Tissue Regenix is David Cocke.
RULE 26.1 INFORMATION
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will, subject to certain restrictions relating to persons resident in
restricted jurisdictions, be available at www.tissueregenix.com
(http://www.tissueregenix.com/) by no later than 12 noon on the first business
day following the date of this announcement. For the avoidance of doubt, the
content of the website referred to above is not incorporated into and does not
form part of this announcement.
IMPORTANT NOTICES
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws and regulations of other
jurisdictions should inform themselves of, and observe, any applicable
requirements.
RULE 2.9 INFORMATION
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that,
as at close of business on 1 November 2024, its issued share capital
(excluding treasury shares) consisted of 71,395,635 ordinary shares of 0.1
pence each, with ISIN GB00BNTXR104, which carry voting rights of one vote per
share.
DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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
not later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by not later than 3.30
p.m. (London time) on the 10th 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 1 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(s),
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 not 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 Takeover 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
Takeover 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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