Tissue Regenix Group plc

Proposed equity fundraise to raise a minimum of £12.0 million

21 May 2020

Highlights

  • Tissue Regenix (TRX) announces its intention to carry-out a non-pre-emptive Fundraise (the "Fundraise") from new and existing shareholders through the issue and allotment of a minimum of 4,800,000,000 Ordinary Shares (the "New Ordinary Shares") to raise minimum gross proceeds for the Company of £12.0 million at a price of 0.25 pence per New Ordinary Share (the "Issue Price").
  • The Placing Shares are being offered by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement. Stifel Nicolaus Europe Limited ("Stifel") will be acting as broker and bookrunner. Allenby Capital Limited are acting as sub-placing agent to Stifel. The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendix together being this "Announcement")
  • To support the Company's highly valued private investor base this opportunity is open to individual investors through PrimaryBid.com from 4.35 p.m. on 21st May 2020 to 9 p.m. on 21st May 2020 . Further announcements will be made shortly in connection with this offer
  • The net proceeds of the Fundraise will be used to fund the Group's manufacturing capacity expansion programme in the US, commencing immediately, and for general working capital purposes
  • The Company forecasts that the minimum net proceeds of the Fundraise will provide working capital to the Company for at least 18 months following the date of Admission
  • The Fundraise is conditional on, inter alia, the passing of the Placing Resolutions to be proposed at a General Meeting expected to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 12pm am on 9 June 2020.  A circular which will provide further details of the Fundraise and include a notice convening the General Meeting (the "Circular"), is expected to be sent to Shareholders and be available on the Company's website in the coming few days.

Expected timetable

Announcement of the Fundraise: 21 May 2020

Announcement of closing of the Fundraise: 22 May 2020

General Meeting: 9 June 2020

Admission of the New Ordinary Shares to trading on AIM: 10  June 2020

Terms used but not defined in this Announcement shall have the meanings given to such terms in the Circular. This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

The person responsible for the release of this Announcement on behalf of the Company is Gareth Jones, Interim CEO.

Enquiries

Tissue Regenix Group plc 

Tel: 0330 430 3073 / 07920272441

 
Caitlin Pearson, Head of Communications
 
Stifel Nicolaus Europe Limited (Nominated Adviser and Bookrunner)

Tel:  0207 710 7600


Jonathan Senior  / Ben Maddison / Alex Price
 
FTI Consulting

Tel: 0203 727 1000

 
Simon Conway / Victoria Foster Mitchell / Mary Whittow
 
Allenby Capital Limited (Sub-placing agent)

Tel: 0203 328 5656

 
James Reeve / Tim Sohal
 

About Tissue Regenix

Tissue Regenix is a leading medical devices company in the field of regenerative medicine. Tissue Regenix was formed in 2006 when it was spun-out from the University of Leeds, UK. The Company's patented decellularisation ('dCELL®') technology removes DNA and other cellular material from animal and human soft tissue leaving an acellular tissue scaffold which is not rejected by the patient's body and can then be used to repair diseased or worn out body parts. Current applications address many critical clinical needs such as sports medicine, heart valve replacement and wound care.

In November 2012 Tissue Regenix Group plc set up a subsidiary company in the United States - 'Tissue Regenix Wound Care Inc.' and January 2016 saw the establishment of joint venture GBM-V, a multi- tissue bank based in Rostock, Germany.

In August 2017 Tissue Regenix acquired CellRight Technologies®, a biotech company that specialises in regenerative medicine and is dedicated to the development of innovative osteoinductive and wound care scaffolds that enhance healing opportunities of defects created by trauma and disease. CellRight's human osteobiologics may be used in spine, trauma, general orthopedic, foot & ankle, dental, and sports medicine surgical procedures.