Tissue Regenix Group PLC Circ re.CellRight Acquisition (8145L)

TIDMTRX

RNS Number : 8145L

Tissue Regenix Group PLC

21 July 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

The information contained herein is not for release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities will be made in the United States.

Tissue Regenix Group plc

Publication of Circular

Pursuant to the announcements released on 20 July 2017 and 21 July 2017, Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix" or the "Company") announces that on 21 July 2017 it posted to shareholders a circular (the "Circular") in respect of the proposed Offer of 400 million new Ordinary Shares at a price of 10 pence per share in connection with the proposed acquisition of CellRight Technologies, LLC. The Circular is also is now available to view on the Company's website at www.tissueregenix.com/investors.

Terms used but not defined in this announcement shall have the meanings given to them in the Circular.

For more Information:

Tissue Regenix Group plc Tel: [phone]

Caitlin Pearson, Corporate Communications Director

   Jefferies International Limited (Nomad and broker)                           Tel: [phone] 

Simon Hardy

Lee Morton

Christopher Binks

 
 WG Partners                        Tel: [phone] 
  Claes Sprang / Nigel Barnes        9321 
 
 FTI Consulting                     Tel: [phone] 
  Ben Atwell / Brett Pollard / Mo    1000 
  Noonan / Rob Winder 
 

About Tissue Regenix

Tissue Regenix is a leading medical devices company in the field of regenerative medicine. The company's patented decellularisation ('dCELL(R)') technology removes DNA and other cellular material from animal and human tissue leaving an acellular tissue scaffold which is not rejected by the patient's body which can then be used to repair diseased or worn out body parts. The potential applications of this process are diverse and address many critical clinical needs such as vascular disease, heart valve replacement and knee repair.

Tissue Regenix was formed in 2006 when it was spun-out from the University of Leeds. The company commercialises academic research conducted by our partners around the World.

In November 2012 Tissue Regenix Group plc set up a subsidiary company in the United States - 'Tissue Regenix Wound Care Inc.', as part of its commercialisation strategy for its dCELL(R) technology platform.

Important Notice

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, the Republic of South Africa or Japan.

No prospectus or admission document will be made available in connection with the matters contained in this announcement.

Jefferies which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, or by any of its affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement and the placing of the New Ordinary Shares as set out in this announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company or Jefferies that would permit an offering of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required Persons into whose possession this announcement comes are required by the Company and Jefferies to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer of, or solicitation to purchase or subscribe for, securities in the United States. The New Ordinary Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the New Ordinary Shares under the Securities Act. No money, securities or other consideration is being solicited from any person inside the United States and, if sent in response to the information herein, will not be accepted. The New Ordinary Shares will not be offered or sold to the public in the United States.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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July 21, 2017 13:00 ET (17:00 GMT)