Portfolio news .

Placing, Subscription and Open Offer

and

Notice of General Meeting

 

The Board of Itaconix plc,a leading innovator in sustainable plant-based polymers used to decarbonise everyday consumer products,is pleased to announce that it has conditionally raised gross proceeds of approximately £10.3 million by way of the issue of an aggregate of up to 201,568,628 New Ordinary Shares pursuant to a Placing of up to 200,613,856 New Ordinary Shares and a Subscription of 954,772 New Ordinary Shares at an Issue Price of 5.1 pence per New Ordinary Share.

 

In addition, the Company proposes to raise up to a further approximately £0.4 million by the issue of up to 7,760,852 New Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders, also at the Issue Price (the Placing, Subscription and Open Offer, together the "Fundraising").

 

The Fundraising, save for the Firm Placing Shares, as defined below, requires Shareholder Resolutions to be passed by the Company's Shareholders.

 

Highlights:

 

Fundraising

·   Oversubscribed Placing and Subscription with new and existing institutional and other investors to raise gross proceeds of approximately £10.3 million plus an Open Offer to raise an additional amount up to approximately £0.4 million.

·     The Fundraising has been sought (i) for general working capital purposes to support continued revenue growth; (ii) to accelerate the development of new products and applications; and (iii) for capital spending to support continuous process improvements.

·     The Open Offer is being made available to provide an opportunity for existing Qualifying Shareholders, who are not participating in the Placing and the Subscription, to participate in the Fundraising, raising additional funds to support the Company's continued growth.

 

FY22 financial results

·    The Company expects to report revenues for the full year to 31 December 2022 ahead of market expectations at US$5.6 million, representing 115% growth when compared to revenues of US$2.6 million in the year to 31 December 2021. A small improvement in gross margin percentage was achieved in the second half of the 2022 financial year. The Company expects to report net cash of US$0.6 million as at 31 December 2022. Further details are provided below.

 

Outlook

·     Significantly strengthened by the Fundraising, the Company is confident in its financial outlook for FY23 and beyond.

 

John R. Shaw, CEO of Itaconix,commented:

 

"2022 was a breakthrough year for us. With our ingredients now used in over 140 brands around the world, we have generated 63% compound annual revenue growth over the last four years.  Just as importantly, we have firmly established the value of the Itaconix technology platform and are positioned to lead a new generation of sustainable consumer products in the global low-carbon economy with competitive performance and costs for years to come.

 

"Today's fundraise is transformational for everyone who has supported us in recent times and I would like to thank our current shareholders, employees, customers, partners, and vendors. We are now expanding our resources for the next chapter of growth and I would like to welcome our new shareholders who clearly appreciate our achievements to date and importantly share our vision for the future.  We approach the future with great excitement and more optimism than ever before."

 

Circular and General Meeting

A Circular in respect of the Placing, the Subscription and the Open Offer is expected to be posted to Shareholders on 6 February 2023 giving notice of a General Meeting of the Company. The meeting will be held on 22 February 2023 at 11.00 at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT. A copy of the Circular will be available from the time of posting on the Company's website atwww.itaconix.com/investor/reports-documents/. Further details are provided below.

 

Open Offer

The Open Offer is specifically structured to provide an opportunity for participation in the Fundraising by the Company's existing Shareholder base. Qualifying Shareholders should note that Shareholders taking part in the Placing and the Subscription will not be entitled to take part in the Open Offer and that therefore the up to 7,760,852 Open Offer Shares, raising up to approximately £0.4 million, are only available to a smaller pool of existing Shareholders. If there are no applications under the Excess Application Facility, not all of the approximately £0.4 million will be raised. The Excess Application Facility is part of the Open Offer and not available to those taking part in the Placing and the Subscription. Further details are provided below.

 

Settlement of the Contingent Consideration due on the 2016 Acquisition of Itaconix Corporation

Under the terms of the Merger Agreement, a contingent consideration was agreed in 2016 with the Contingent Consideration Payees for the acquisition by the Company of Itaconix Corporation. The Company has resolved to finalise the number of Contingent Consideration Shares, and to issue these Ordinary Shares at the time of the Fundraising, and has therefore entered into the Settlement Agreement with the Contingent Consideration Payees. Further details are provided below.

 

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that First Admission will occur and dealings will commence in the Firm Placing Shares and the Contingent Consideration Shares on or around 8 February 2023 at 8.00 a.m.

 

Following First Admission, the total number of Ordinary Shares in issue will be 535,743,007. There are no Ordinary Shares held in treasury. Accordingly, the total number of voting rights in the Company on First Admission will be 535,743,007. This figure may be used by Shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Further information on the Fundraising, including the Open Offer, is set out below. This announcement should be read in its entirety.

 

For further information please contact:

Itaconix plc	+1 603 775 4400
John R. Shaw / Laura Denner
Belvedere Communications	+44 (0) 20 3008 6864
John West / Llew Angus
finnCap Nominated Adviser & Broker, Bookrunner	+44 (0) 20 7220 0500
Ed Frisby / Abigail Kelly (Corporate Finance) Andrew Burdis / Sunila de Silva (ECM)
Canaccord Genuity Co-Lead Manager	+44 (0) 7523 8000
Adam James / Sam Lucas (Investment Banking)

 

About Itaconix

Itaconix uses its proprietary plant-based polymer technology platform to produce and sell specialty ingredients that improve the safety, performance, and sustainability of consumer products. The Company's current ingredients are enabling and leading new generations of products in cleaning, hygiene, and beauty. Itaconix's contributions to the global low carbon economy are recognised by the London Stock Exchange's Green Economy Mark.

www.itaconix.com

 

For the full announcement please go here.