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Tissue Regenix announces that the Fundraise, further details of which are contained in the Company's announcement on 21 May 2020 (the "Fundraise Launch Announcement"), has now closed. Following significant excess demand, the Company has increased the overall size of the Fundraise. The Company has therefore conditionally raised gross proceeds of £14.6 million1 through the successful placing and subscription of 5,848,026,212 Ordinary Shares1 (the "New Ordinary Shares") with certain existing and new investors at a price of 0.25 pence per New Ordinary Share (the "Issue Price"). A total of 4,800,026,212 New Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Stifel Nicolaus Europe Limited ("Stifel") and Allenby Capital Limited (acting as Stifel's sub-placing agent) at the Issue Price.

Concurrent with the Placing, certain retail and other investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 800,000,000 New Ordinary Shares (the "Retail Shares") at the Issue Price (the "Retail Offer"). The additional funds raised as a result of the increase in the size of the Fundraise will be used for general working capital purposes.

As announced in the Fundraise Launch Announcement, the Company is currently in a close period under MAR pending announcement of its annual results to 31 December 2019. In consequence of that, whilst certain members of the Board are keen to participate in the Fundraise, they are not currently permitted to under the MAR framework. However, the Board recognise the importance of Director participation for Shareholders and, as such, certain members of the Board intend to subscribe for the Subscription Shares at the first available opportunity following the publication of the annual results to 31 December 2019. This subscription is expected to total £ 620,000 in respect of 248,000,000 New Ordinary Shares and will be carried out at the Issue Price on identical terms as those of the Placing.

The Fundraise is conditional on, amongst other things, the passing of the Placing Resolutions to be proposed at a general meeting expected to be held at the offices of of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 12 p.m. on 9 June 2020 (the "General Meeting"). A circular which will provide further details of the Fundraising and will 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.

Gareth Jones interim CEO of Tissue Regenix commented: "We are extremely pleased with the support shown by both new and existing investors as part of this Fundraise. We continue to experience strong demand for our products. This injection of additional capital will allow for the commencement of the planned manufacturing capacity expansion in the US enabling us to increase the output of our San Antonio facility, unlock additional revenues and realise new partnership opportunities we foresee potentially emerging. Not only do we expect this investment to provide the capacity required to scale our business and drive our commercial success, it will also increase the number of patients who can benefit from our broadened product portfolio."

 

Expected timetable

Posting of the Circular and Form of Proxy: 22 May 2020

 

Latest time and date for receipt of Forms of Proxy for the General Meeting: 12.00 p.m. on 9 June 2020

Time and date of General Meeting: 12.00 p.m. on 9 June 2020

Admission and commencement of dealings in the New Shares: 8.00 a.m. on 10 June 2020

 

Shareholder interests

IP Group holding, as at the date of this Announcement, directly or indirectly, 10 per cent. or more of the Existing Ordinary Shares is participating in the Fundraising at the Issue Price as follows:

 

	Before Admission		After Admission
	Number of Existing Ordinary Shares	Percentage of existing issued share capital	Number of Ordinary Shares*	Percentage of Enlarged Share Capital*
IP Group	160,837,567	13.72%	960,837,567	13.69%

* Assuming completion of the director subscription referred to above and that no further shares are issued between this Announcement and Admission

The participation by IP Group in the Fundraising constitutes a related party transaction for the purposes of the AIM Rules. The Directors, having consulted with the Company's nominated adviser, Stifel, consider that the terms of the related party transaction are fair and reasonable insofar as Shareholders are concerned.

 

Total voting rights

Following admission of the New Ordinary Shares the number of Ordinary Shares in issue and number of voting rights will be   7,019,997,534 . The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

 

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Fundraise Launch Announcement.

¹ Assumes the completion of the subscription by the Directors as referred to above

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.