AIM Schedule One Update - Renalytix AI plc (9250E)

TIDMEKF

RNS Number : 9250E

AIM

23 October 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: 
 
   Renalytix AI 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 a placing and subscription of not less 
   than GBP21 million and up to GBP3.5 million by way of a restricted 
   offer, with the total fundraising in the range GBP21 - 25 million. 
 
   Estimated market capitalisation on Admission - c. GBP67.5- 
   GBP71.0 million (assuming take-up in full of the restricted 
   offer). 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   TBC % 
 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 - Non-executive Director 
 
   Erik Kristian Lium - Non-executive Director 
 
   Christopher Harwood Mills - Non-executive Director 
 
   Richard Anthony Evans - Non-executive Director 
 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 admission(3) 
    Icahn School of Medicine at Mount                   19.0%                       TBC 
     Sinai 
                                           ------------------  ------------------------ 
    EKF Diagnostics Holdings Plc(1)                       Nil                       TBC 
                                           ------------------  ------------------------ 
    Cooley (UK) LLP/ for relevant EKF                   59.2%            [37.4 - 39.7%] 
     Shareholders(2) 
                                           ------------------  ------------------------ 
    James McCullough                                     8.1%                       TBC 
                                           ------------------  ------------------------ 
    O. James Sterling                                    5.4%                       TBC 
                                           ------------------  ------------------------ 
    Julian Baines                                        3.2%                       TBC 
                                           ------------------  ------------------------ 
    Christopher Mills                                     Nil                       TBC 
                                           ------------------  ------------------------ 
    Lombard Odier & Co Ltd                                Nil                       TBC 
                                           ------------------  ------------------------ 
    Legal & General Investment Management                 Nil                       TBC 
                                           ------------------  ------------------------ 
    Polar Capital LLP                                     Nil                       TBC 
                                           ------------------  ------------------------ 
 
 
   (1) Arising from purchase of new shares at IPO 
   (2) Arising from distribution of pre-existing EKF interest 
   to be held in escrow for EKF shareholders; post admission % 
   range reflects fundraising size in the range GBP21-25 million 
   (3) Based on indicative orders, range reflects fundraising 
   size in the range of GBP21-25 million 
 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. 
 (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: 
 
   2 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: 
 
   23 October 2018 
 NEW/ UPDATE: 
 
   UPDATE 
 

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October 23, 2018 09:00 ET (13:00 GMT)