TIDMRUA
RNS Number : 7916A
RUA Life Sciences PLC
04 June 2021
4 June 2021
RUA Life Sciences plc
("RUA" or the "Company")
Buy Back and Cancellation of Deferred Shares
Issue of equity
Adoption of new Articles of Association
and
Notice of General Meeting
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(TM)),
announces that a circular and notice of general meeting in relation
to the buy back and cancellation of deferred shares and adoption of
new Articles of Association are today being posted to shareholders
and will be available on the Company's website,
www.rualifesciences.com.
Buy Back and Cancellation of Deferred Shares
The Company currently has 4,832,778 non-voting,
non-participating deferred shares in issue following a capital
reorganisation effected in 2015. The deferred shares are not
admitted to trading on AIM (unlike the Company's ordinary shares)
and are economically valueless.
Accordingly, the Board is proposing that the Company undertakes
a buy back and cancellation of the deferred shares for a
consideration of GBP1.00; and then adopts a new set of articles of
association.
Issue of equity and total voting rights
Under the Companies Act a share buy back by a public company
(such as RUA) can only be financed through distributable reserves
or the proceeds of a new issue of shares made for that purpose. The
Company currently has no distributable reserves to finance the
buyback of the deferred shares and, therefore, this will be
financed by a new issue of one new ordinary share. Accordingly, the
Company will issue one new ordinary share at a price of 151 pence
(being the closing middle market price of the Company's ordinary
shares on 3 June 2021), part of the proceeds of which will be used
to fund the purchase of the deferred shares for a total price of
GBP1.00. The Board considers this to be the best way of funding the
buy back of the deferred shares given the Company currently has no
distributable reserves.
The Company will apply for admission to trading on AIM of the
one new ordinary share ("Admission"). It is anticipated that
Admission will occur on 24 June 2021, following the Company's
General Meeting to be held on 23 June 2021.
Following Admission, the issued share capital of the Company
will comprise 22,184,798 ordinary shares with one voting right per
share. The total number of ordinary shares and voting rights in the
Company will be 22,184,798. This figure may be used by shareholders
in the Company 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.
The deferred shares will be bought back and cancelled immediately
after Admission.
Articles of Association
The Company's Articles of Association were last substantially
amended in 2009 and the Board has concluded that these should now
be updated to ensure that the Company's constitution is in
accordance with current law and reflects market practice.
The principal differences between the Company's current articles
and the new articles that the Board is proposing are set out in the
Company's circular being sent to shareholders and available on its
website.
General Meeting Arrangements
The buy back and cancellation of deferred shares and adoption of
the new Articles of Association are required to be approved by
resolutions of the Company's shareholders at a general meeting. A
general meeting of the Company has, therefore, been convened for
11.00 a.m. on Wednesday 23 June 2021 at the offices of Davidson
Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ.
The Board continues to monitor the Government advice in relation
to the Covid-19 situation. For the safety of shareholders, the
Board encourages shareholders not to attend the general meeting and
to appoint the Chairman of the general meeting as their proxy with
their voting instructions.
Should shareholders have any questions that they would like to
put to the Board at the General Meeting, these can be submitted by
email to kate.full@rualifesciences.com.
The Company will continue to monitor the situation and if
Government advice dictates that further changes to the arrangements
for the general meeting are necessary, details will be published on
its website, www.rualifesciences.com , and via a Regulatory
Information Service.
For further information contact:
RUA Life Sciences
Bill Brown, Chairman Tel: +44 (0) 77 3071 8296
David Richmond, CEO Tel: +44 (0) 78 9999 6400
Shore Capital (Nominated Adviser and Joint Broker)
Tom Griffiths/David Coaten Tel: +44 (0) 20 7408 4080
Cenkos Securities plc (Joint Broker) Tel: +44 (0) 20 7397 8900
Russell Cook/Max Gould (Corporate Finance)
Michael Johnson (Sales)
About RUA Life Sciences
The RUA Life Sciences group was created in April 2020 when RUA
Life Sciences Plc (formerly known as AorTech International Plc)
acquired RUA Medical Devices Limited to create a fully formed
medical device business. RUA Life Sciences is the holding company
of the Group's four trading businesses, each exploiting the Group's
patented polymer technology.
Our vision is to improve the lives of millions of patients by
improving and enabling medical devices with Elast-Eon(TM), a
long-term implantable polyurethane.
Whether it is licensing Elast-Eon(TM), manufacturing a device or
component or developing next generation medical devices, a RUA Life
Sciences business is pursuing our vision.
Elast-Eon(TM)'s biostability is comparable to silicone while
exhibiting excellent mechanical, blood contacting and flex-fatigue
properties. These polymers can be processed using conventional
thermoplastic extrusion and moulding techniques. With over 7
million implants and over 14 years of successful clinical use,
RUA's polymers are proven in long-term life enabling
applications.
The Group's four business units are:
RUA Medical End-to-end contract designer and manufacturer
: of medical devices and implantable fabric
specialist.
RUA Biomaterials: Licensor of Elast-Eon(TM) polymers to the
medical device industry.
RUA Vascular: Commercialisation of large bore polymer sealed
grafts and soft tissue patches.
RUA Structural Development of polymeric leaflet systems
Heart: for heart valves.
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