AIM Schedule 1 update - Renalytix AI plc (0998G)

TIDMEKF

RNS Number : 0998G

AIM

02 November 2018

 
      ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
       IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                  RULES") 
 
 COMPANY NAME: 
 
   Renalytix AI plc ("RenalytixAI" or the "Company")(AIM: RENX) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Avon House 
   19 Stanwell Road 
   Penarth 
   Cardiff 
   United Kingdom 
   CF64 2EZ 
 COUNTRY OF INCORPORATION: 
 
   United Kingdom 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://renalytixai.com/ 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   RenalytixAI is a developer of artificial intelligence ("AI") 
   decision support and clinical management tools for improving 
   early diagnosis, continual monitoring and drug development 
   for kidney disease. 
 
   The Company was incorporated in March 2018 as a wholly-owned 
   subsidiary of EKF Diagnostics Holdings plc ("EKF"), the AIM-quoted 
   point-of-care diagnostics business. The Company's creation 
   was the first step in EKF's announced strategy to spin-out 
   certain biomarker and AI technology to facilitate its further 
   development and commercialisation. 
 
   RenalytixAI is currently working in collaboration with world-leading 
   medical institutions to secure development and commercial launch 
   of two artificial intelligence guided products, KidneyIntelX(TM) 
   and KidneyIntelX(TM) APOL1, which the Company intends to submit 
   for FDA review. Subject to funding, the Company is also expecting 
   to develop further products throughout the kidney disease lifecycle, 
   including tools to more accurately assess the type and amount 
   of immunosuppression drugs needed by patients who have undergone 
   kidney transplant surgery (FractalDx). 
 
   The Company's main country of operation is the United States. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   Ordinary shares of 0.25 pence each. 
 
   Admission price of 121 pence per share. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Equity fund-raise via placing and subscription of GBP20.77 
   million and GBP1.48 million by way of a restricted offer, making 
   a total fundraise of GBP22.25 million. 
 
   Estimated market capitalisation on Admission - c. GBP65.1 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   Approximately 51.2% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   Not applicable. 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Julian Huw Baines - Non-executive Chairman 
 
   James Renwick McCullough - Chief Executive Officer 
 
   Fergus Fleming - Chief Technical Officer 
 
   Barbara Therese Murphy - Independent Non-executive Director 
 
   Erik Kristian Lium - Non-executive Director 
 
   Christopher Harwood Mills - Non-executive Director 
 
   Richard Anthony Evans - Non-executive Director 
 
   The Company has resolved to appoint a further independent non-executive 
   director following admission. 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
   Shareholder                            % of issued         % of issued 
                                         share capital       share capital 
                                      before admission           following 
                                                              distribution 
                                                          and admission(3) 
    Icahn School of Medicine 
     at Mount Sinai                              19.0%               14.9% 
                                    ------------------  ------------------ 
    EKF(1)                                         Nil                4.8% 
                                    ------------------  ------------------ 
    Cooley (UK) LLP/ for relevant                59.2%                 Nil 
     EKF Shareholders(2) 
                                    ------------------  ------------------ 
    James McCullough                              8.1%                5.3% 
                                    ------------------  ------------------ 
    O. James Sterling                             5.4%                3.5% 
                                    ------------------  ------------------ 
    Julian Baines                                 3.2%                2.3% 
                                    ------------------  ------------------ 
    Christopher Mills                              Nil               17.1% 
                                    ------------------  ------------------ 
    Lombard Odier & Co Ltd                         Nil                6.4% 
                                    ------------------  ------------------ 
    Legal & General Investment 
     Management                                    Nil                3.1% 
                                    ------------------  ------------------ 
    Polar Capital LLP                              Nil                4.6% 
                                    ------------------  ------------------ 
 
 
   (1) Arising from subscription for new shares at IPO 
   (2) Arising from the previously announced distribution of EKF's 
   pre-existing interest, being held in escrow for relevant EKF 
   shareholders who retain legal and beneficial title following 
   the distribution 
   (3) Includes interests in distributed EKF shares held via Cooley 
   and participation in the fundraising 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   Renwick Capital LLC (James McCullough and O. James Sterling) 
   Fergus Fleming 
   Steven G. Coca 
   Girish N. Nadkarni 
   Michael J. Donovan 
   Bowden Consulting Group Inc. 
   Salim Hamir 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
   (i) 30 June 
   (ii) Audited results for the period ended 30 June 2018 
   (iii) (1) Interim results (6-month period ended 31 December 
   2018): by 31 March 2019 
   (2) Annual results (year ended 30 June 2019): by 31 December 
   2018 
   (3) Interim results (6-month period ended 31 December 2019): 
   by 31 March 2020 
 EXPECTED ADMISSION DATE: 
 
   6 November 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Nplus1 Singer Advisory LLP (together with its associates, "N+1 
   Singer") 
   One Bartholomew Lane 
   London 
   EC2N 2AX 
 NAME AND ADDRESS OF BROKER: 
 
   N+1 Singer 
   One Bartholomew Lane 
   London 
   EC2N 2AX 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   www.renalytixai.com 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   The Company has decided to apply the Quoted Companies Alliance 
   (QCA) Corporate Governance Code. 
 DATE OF NOTIFICATION: 
 
   2 November 2018 
 NEW/ UPDATE: 
 
   UPDATE 
 

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November 02, 2018 04:00 ET (08:00 GMT)