RNS Number:8516K
Tissue Science Laboratories PLC
23 October 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia, the Republic of Ireland, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of United
States, Canadian, Australian, Republic of South Africa, Republic of Ireland or
Japanese securities laws.
23 October 2006
Tissue Science Laboratories plc ("TSL" or the "Company")
Placing of 5,090,910 New Ordinary Shares at 55 pence per share
TSL, the medical technology company specialising in biologic tissue replacement
and repair products, announces today that it proposes to raise #2.8 million
(before expenses) by way of a placing of 5,090,910 new ordinary shares of 10
pence each ("Placing Shares") at 55 pence per Placing Share (the "Placing").
The net proceeds of the Placing will provide the Company with additional funds
to continue the development and expansion of its business. The Placing has been
arranged and underwritten by Nomura Code Securities Limited.
Key points:
- Placing of 5,090,910 Placing Shares to raise #2.8million (before
expenses), representing approximately 14.7% per cent. of the Company's
enlarged issued ordinary share capital
- Placing price of 55 pence per Placing Share ("Placing Price") is the
closing bid price on 20 October 2006
- The Placing Shares will be placed with institutional investors and
directors
- Mr. Patrick Paul, the Company's Non-executive Chairman, has undertaken
to take up 1,014,618 Placing Shares at the Placing Price (equivalent to 19.93
per cent. of the Placing).
- The Placing is conditional on the passing of a resolution to dis-apply
pre-emption rights to be put to an extraordinary general meeting of the
Company's shareholders to be held at 21 Tudor Street, London EC4Y 0DJ at
11:00 a.m. on 15 November 2006
Martin Hunt, Chief Executive Officer of TSL, commented:
"This placing has been undertaken in response to investor feedback that they
would like to provide the business with additional working capital headroom.
Whilst we had no specific need for additional financing, it does strengthen our
financial position and will benefit the business going forward. We are very
pleased at the high level of interest we had from investors to the Placing,
which was heavily oversubscribed, and believe we have struck the right balance
in terms of the amount raised and setting the placing price at the current bid
price."
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that such Admission will occur at
08:00am on 16 November 2006.
Enquiries:
Tissue Science Laboratories Plc
Martin Hunt, Chief Executive 01252 369603
Nomura Code Securities Limited
Juliet Thompson 0207 7761204
Clare Terlouw 0207 7761205
Hogarth Partnership Limited
James Longfield 0207 357 9477
Sarah Richardson
Nomura Code Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for the Company and no other person in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Nomura Code
Securities Limited nor for advising any other person on the contents of this
announcement or any matters described in this announcement.
This announcement does not constitute, or form any part of, an offer or
solicitation of an offer to subscribe for the New Ordinary Shares.
This summary should be read in conjunction with the full text of the attached
press release.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia, the Republic of Ireland, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of United
States, Canadian, Australian, Republic of South Africa, Republic of Ireland or
Japanese securities laws.
23 October 2006
Tissue Science Laboratories plc ("TSL" or the "Company")
Placing of 5,090,910 New Ordinary Shares at 55 pence per share
1. Introduction
The Company today announces that is intending to raise #2.8 million before
expenses, through the placing of 5,090,910 New Ordinary Shares at a Placing
Price of 55 pence per share in order to create additional working capital. The
Placing Price represents the bid price of the Company's shares on 20 October,
being the last practicable date prior to the publication of this announcement.
The Company has convened an EGM at which shareholder approval will be sought for
authority to issues shares in order to enable the Placing to take place.
The Placing has been undertaken in response to feedback from investors that they
would like to provide the Company with additional working capital headroom.
Whilst the Company has no specific need for additional financing, it does
strengthen its financial position and will benefit the Company going forward.
Following strong interest from investors, the Directors believe that they have
struck the right balance in terms of (i) the amount raised and (ii) the price at
which the funds are being raised, which is the bid price at the close of
business on 20 October 2003 (the last practicable day before publication of this
announcement).
2. Principal Terms of the Placing
Nomura Code have agreed to use their reasonable endeavours to procure placees
for 5,090,910 New Ordinary Shares at the a Placing Price of 55 pence per share
with institutional and other placees (including certain directors of the
Company, being Patrick Paul, David Jennings, Andrew Sealey, David Lindop and
Martin Hunt) or, failing which, to subscribe themselves for the New Ordinary
Shares which are being offered in the Placing. Accordingly, the Placing is being
fully underwritten by Nomura Code on the terms and subject to the conditions set
out in the Placing Agreement. The Placing is conditional, inter alia, upon the
passing of the Resolution and Admission.
As mentioned above, as part of the Placing, Patrick Paul has agreed to subscribe
for 1,014,618 New Ordinary Shares, David Jennings has agreed to subscribe for
13,636 New Ordinary Shares, Andrew Sealey has agreed to subscribe for 33,979 New
Ordinary Shares, David Lindop has agreed to subscribe for 18,181 shares and
Martin Hunt has agreed to subscribe for 18,181 New Ordinary Shares. Mr. Paul's
subscription is referred to in more detail at paragraph 3 below.
The New Ordinary Shares, when issued, will rank pari passu, with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions, thereafter declared, made or paid.
Admission is expected to take place and dealings in the New Ordinary Shares are
expected to commence on the London Stock Exchange at 08:00 am (London time) on
16 November 2006.
3. Related Party Transaction
The subscription by Patrick Paul, Non-Executive Chairman of the Company, for
1,014,618 New Ordinary Shares pursuant to the Placing will constitute a "related
party transaction" for the purposes of Rule 13 of the AIM Rules. As such, Mr.
Paul has not taken part in the Board's decision to proceed with the Placing.
Mr. Paul is currently interested in 5,882,440 Ordinary Shares (representing
19.93 per cent. of the Company's issued share capital). Immediately upon the
Placing becoming unconditional, Mr. Paul would be interested in 6,897,058
Ordinary Shares (representing 19.93 per cent. of the Company's issued share
capital, as enlarged by the Placing).
Accordingly, the Directors, other than Mr. Paul consider, having consulted with
Nomura Code in its capacity as Nominated Adviser to the Company, that the terms
of Mr. Paul's subscription pursuant to the Placing are fair and reasonable
insofar as Shareholders are concerned.
4. Dis-application of pre-emption rights
The Directors have considered the most appropriate method to conduct the
fundraising. This included consideration of a placing and open offer or rights
issue. However, after careful consideration the Directors concluded that the
benefit of minimising the costs of the fundraising by way of a cash placing
would be in Shareholders' best interests. The Company does not currently have in
place sufficient existing authorities to enable the allotment of equity
securities for cash on a non pre-emptive basis sufficient for the purposes of
the Placing. Accordingly, the Board (other than Mr. Paul) is seeking
Shareholders' approval (pursuant to the Resolutions) to dis-apply pre-emption
rights at the EGM to facilitate the Placing.
5. Extraordinary General Meeting
Notice of the Extraordinary General Meeting to be held at 21 Tudor Street,
London EC4Y 0DJ at 11:00 a.m. on 15 November 2006 was today sent to Shareholders
at which one ordinary resolution and one special resolution will be proposed as
follows:
ORDINARY RESOLUTION
1. in addition to the authority granted at the Company's last annual
general meeting, to grant the Directors a general authority pursuant to Section
80 of the Act to allot relevant securities (within the meaning of Section 80(2)
of the Act) of the Company up to an aggregate nominal amount equal to #509,091,
representing 17.3 per cent. of the Existing Ordinary Shares as at 20 October
2006 (being the last practicable date prior to the publication of this circular)
all of which will be used for the Placing).
SPECIAL RESOLUTION
2. to dis-apply statutory pre-emption rights in relation to shares with
a nominal value of #509,091 representing 17.3 per cent. of the Existing Ordinary
Shares as at 20 October 2006 (being the last practicable date prior to the
publication of this circular) and representing the allotments contemplated in
this letter pursuant to the Placing.
6. Further Information
For further information, please contact:
Tissue Science Laboratories Plc
Martin Hunt, Chief Executive 01252 369603
Nomura Code Securities Limited
Juliet Thompson 0207 7761204
Clare Terlouw 0207 7761205
Hogarth Partnership Limited
James Longfield 0207 357 9477
Sarah Richardson
Nomura Code Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for the Company and no other person in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Nomura Code
Securities Limited nor for advising any other person on the contents of this
announcement or any matters described in this announcement.
This announcement does not constitute, or form any part of, an offer or
solicitation of an offer to subscribe for the New Ordinary Shares.
7. Definitions
"Act" the Companies Act 1985 (as amended);
"Admission" admission of the New Ordinary Shares to trading on AIM and
such admission becoming effective in accordance with the AIM
Rules;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock
Exchange as in force at the date of this document or, where
the content requires, as amended or modified after the date
of this announcement;
"Board" or the board of directors of the Company;
"Directors"
"Circular" the circular sent to Shareholders on the date of this
announcement;
"Company" or Tissue Science Laboratories;
"TSL"
"CREST" means the computer-based system established under the
Uncertificated Securities Regulations 2001 which enables
title to units of relevant securities (as defined in the
Regulations) to be evidenced and transferred without a
written instrument and in respect of which CRESTCo Limited is
the Operator (as defined in the Regulations);
"Existing Ordinary the 29,510,747 Ordinary Shares in issue at the date of this
Shares" document;
"Extraordinary the extraordinary general meeting of the Company to be held
General Meeting" at 21 Tudor Street, London EC4Y 0DJ at 11:00 a.m. on 15
or "EGM" November 2006;
"New Ordinary the 5,090,910 Ordinary Shares to be issued pursuant to the
Shares" Placing;
"Ordinary ordinary shares of 10p each in the capital of the Company;
Shares"
"Placing" the underwritten placing by Nomura Code of the New Ordinary
Shares at the Placing Price;
"Placing the agreement dated today, a summary of which is set out in
Agreement" paragraph 2 of this announcement;
"Placing Price" the price at which the New Ordinary Shares will be issued
pursuant to the Placing, being 55p per New Ordinary Share;
"Resolutions" the special resolution and the ordinary resolution to be
proposed at the EGM;
"Shareholders" holders of Ordinary Shares as at the date of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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