Futura Medical PLC Result of Fundraising (7442X)

TIDMFUM

RNS Number : 7442X

Futura Medical PLC

23 December 2019

23 December 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FUTURA MEDICAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF FUTURA MEDICAL PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPIX TO THE ANNOUNCEMENT MADE BY THE COMPANY ON 20 DECEMBER 2019.

Futura Medical plc

("Futura" or the "Company")

Result of Fundraising and Participation of a

Director and Substantial Shareholder in the Fundraising

Futura, a pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal Dermasys(R) drug delivery technology and focused on sexual health and pain confirms that, further to the announcement made on Friday, it has conditionally raised GBP3.25 million in aggregate before fees and expenses through a successful Subscription and PrimaryBid Offer at the Issue Price of 8 pence per share.

The GBP1.5 million PrimaryBid Offer was fully taken up. Due to high demand, the PrimaryBid Offer was oversubscribed and closed early.

The Company announces that existing institutional investor Lombard Odier has subscribed for a total of 21,875,000 Investor Subscription Shares (representing an aggregate investment of GBP1.75 million) and that the 18,750,000 PrimaryBid Shares which Lombard Odier had agreed to subscribe for, were clawed back in full to meet accepted applications under the PrimaryBid Offer.

Director participation in the Fundraising and related party transaction

James Barder, Chief Executive Offer, has agreed to subscribe for PrimaryBid Shares. The number of PrimaryBid Shares subscribed for by him pursuant to the PrimaryBid Offer, and his resulting shareholding on Admission, are set out below:

 
 
                               Number of      Percentage           Number          Number           Percentage 
                                Existing     of existing    of PrimaryBid     of Ordinary          of Enlarged 
                                Ordinary    issued share           Shares          Shares                Share 
                                  Shares         capital       subscribed            held              Capital 
    Directors                                                         for    on Admission         on Admission 
    James Barder              1,085,972*           0.53%          125,000       1,210,972                0.49% 
     * beneficial and non-beneficial holding. James Barder also holds options over 1,750,000 Ordinary 
      Shares. 
 
 

James Barder, by virtue of being a director of the Company, is considered to be a "related party" as defined under the AIM Rules. James Barder's participation in the PrimaryBid Offer constitutes a related party transaction for the purposes of rule 13 of the AIM Rules.

The Independent Directors (being all the Directors with the exception of James Barder, who is participating in the PrimaryBid Offer) consider, having consulted with the Company's nominated adviser, Liberum, that the terms of James Barder's participation in the PrimaryBid Offer is fair and reasonable insofar as the Shareholders are concerned.

Substantial Shareholder participation in the Fundraising and related party transaction

The following existing substantial Shareholder has agreed to participate in the Fundraising:

 
                            Number of       Percentage             Number      Number of     Percentage 
                    Existing Ordinary      of existing    of Subscription       Ordinary    of enlarged 
                               Shares           issued        and Primary    Shares held          share 
                                         share capital         Bid Shares      following        capital 
                                                               subscribed      Admission      following 
                                                                      for                     Admission 
 
  Lombard Odier            25,489,477           12.45%         21,875,000     47,364,477         19.31% 
 

Lombard Odier by virtue of being a substantial shareholder is considered to be a "related party" as defined under the AIM Rules. Lombard Odier's participation in the Subscription constitutes a related party transaction for the purposes of rule 13 of the AIM Rules.

The Directors consider, having consulted with the Company's nominated adviser, Liberum, that the terms of Lombard Odier's participation in the Subscription is fair and reasonable insofar as the Shareholders are concerned.

Lombard Odier will receive a total of 10,937,500 warrants to subscribe for further new Ordinary Shares at a price of 40 pence per share, exercisable until the fifth anniversary of their issue, in respect of its participation in the Subscription.

Both James Barder's and Lombard Odier's participation in the Fundraising is conditional upon certain matters and events including, amongst other things, the passing of the Resolutions, the Subscription Agreement having become unconditional and Admission of the Subscription Shares becoming effective on or before 8 a.m. on 31 January 2020.

Posting of Circular & Notice of General Meeting

Completion of the Fundraising is conditional upon, amongst other things, approval by existing Shareholders at a General Meeting of the Company, expected to be held at the offices of Futura Medical plc at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey GU2 7YG at 11.00 a.m. on 17 January 2020. The Circular, containing background information to the Fundraising, together with a notice of the General Meeting, will be posted to Shareholders shortly.

For further information please contact:

 
                                               [phone] 
 Futura Medical plc                             670 
 James Barder, Chief Executive Officer          www.Futuramedical.com 
  Angela Hildreth, Finance Director & Chief 
  Operating Officer 
 Liberum 
  Nominated Adviser and Broker                 [phone] 
 Bidhi Bhoma/ Euan Brown/ Kane Collings 
 For media enquiries please contact 
  Optimum Strategic Communications             [phone] 
 Mary Clark/ Eva Haas/ Hollie Vile 
 

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 20 December 2019 to announce the launch of the Fundraising.

Important Notice

Liberum is acting as nominated adviser and broker for and on behalf of the Company for the Fundraising. Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. Liberum is not acting for the Company in relation to the PrimaryBid Offer. Liberum is acting exclusively for the Company and no one else in connection with the Fundraising and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matters referred to 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 Liberum 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 therefor is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that 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 shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Investor Subscription Shares and the PrimaryBid will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Terms of the Subscription and the PrimaryBid Offer

The Company has conditionally raised approximately GBP3.25 million before expenses pursuant to the Subscription and PrimaryBid Offer. The Issue Price represents a discount of approximately 25.58 per cent. to the Closing Price of 10.75 pence on 19 December 2019, being the latest practicable date prior to the announcement of the Subscription and the PrimaryBid Offer.

Subject to the satisfaction of the conditions under the Subscription and PrimaryBid Offer including, inter alia, the passing of the Resolutions, the Company will issue 40,625,000 new Ordinary Shares in aggregate at the Issue Price, thereby raising approximately GBP3.25 million, before expenses, and GBP3.0 million, after the expenses of the Subscription and PrimaryBid Offer. The Investor Subscription Shares and PrimaryBid Shares issued pursuant to the Fundraising will represent approximately 16.6 per cent. of the Enlarged Share Capital on Admission.

No element of the Fundraising has been underwritten by Liberum. The Company has agreed to pay certain advisory fees to Liberum in connection with the Fundraising, to Lombard Odier in connection with its participation in the Subscription and PrimaryBid Offer, and to PrimaryBid in connection with the PrimaryBid Offer.

The Subscription and the PimaryBid Offer are conditional, inter alia, upon:

-- the Resolutions being passed at the General Meeting or any adjournment thereof by no later than 11 a.m. on or around 17 January 2020;

-- each of the warranties contained in the Subscription Agreement being and remaining accurate and not misleading until Admission;

-- the Company having complied in all material respects with its obligations and having satisfied the conditions herein which are to be performed or satisfied prior to Admission; and

-- Admission taking place by no later than 8 a.m. on 20 January 2020 (or such later date as the Company may agree with Liberum).

If any of the conditions are not satisfied, the Investor Subscription Shares and the PrimaryBid Shares will not be issued and any monies received from the subscribers will be returned to them (at the subscribers' risk and without interest) as soon as possible thereafter. In relation to the PrimaryBid Offer only in the event of any conflict between the incorporated contractual conditions which apply to the Subscription and the further conditions of PrimaryBid, the contractual conditions which apply to the Subscription will prevail.

Admission and dealings

Application will be made to the London Stock Exchange for the Investor Subscription Shares and the PrimaryBid Shares to be admitted to trading on AIM. Subject to passing of the Resolutions, it is expected that Admission will become effective and that dealings in the Investor Subscription Shares and the PrimaryBid Shares will commence on or around 8 a.m. on 20 January 2020. The Investor Subscription Shares and the PrimaryBid Shares will, when issued, be credited as fully paid and will rank equally in all respects with the Existing Ordinary Shares already in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Investor Subscription Shares and the PrimaryBid Shares.

General Meeting

The Circular and a form of proxy in relation to the General Meeting to be convened in connection with the Fundraising will be posted to shareholders shortly. The Circular contains notice of the General Meeting which is to be held at the offices of Futura Medical plc, at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey GU2 7YG at 11.00 a.m. on 17 January 2020.

Expected Timetable of Principal Events

 
 Launch of the Fundraising                           4:30 p.m. on 20 December 
                                                                         2019 
 PrimaryBid Offer open from                          4:31 p.m. on 20 December 
                                                                         2019 
 PrimaryBid Offer closed at                             5 p.m. on 22 December 
                                                                         2019 
 Announcement of the result of the Fundraising               23 December 2019 
 Publication and posting of the this                         24 December 2019 
  document and Notice of General Meeting 
  and Form of Proxy 
 Latest time and date for receipt of Forms           11:00 a.m. on 15 January 
  of Proxy                                                               2020 
 General Meeting                                     11:00 a.m. on 17 January 
                                                                         2020 
 Results of the General Meeting announced                     17 January 2020 
 Admission of Subscription Shares and PrimaryBid         8 a.m. on 20 January 
  Shares to trading on AIM and commencement                              2020 
  of dealings 
 CREST accounts to be credited for Subscription          8 a.m. on 20 January 
  Shares to be held in uncertificated form                               2020 
 Dispatch of definitive share certificates                 by 27 January 2020 
  for Subscription Shares and PrimaryBid 
  Shares to be held in certificated form 
 
 

All references to time in this document are to London time, unless otherwise stated

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 
  1   Details of the person discharging managerial responsibilities/person 
       closely associated 
 a)   Name                                James Barder 
     ----------------------------------  ------------------------------------- 
 2    Reason for the notification 
     ------------------------------------------------------------------------- 
 a)   Position/status                     Chief Executive Officer 
     ----------------------------------  ------------------------------------- 
 b)   Initial notification/Amendment      Initial notification 
     ----------------------------------  ------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------- 
 a)   Name                                Futura Medical plc 
     ----------------------------------  ------------------------------------- 
 b)   LEI                                 21380053QLT46UNV2303 
     ----------------------------------  ------------------------------------- 
 4    Details of the transaction(s): section to be repeated for (i) 
       each type of instrument; (ii) each type of transaction; (iii) 
       each date; and (iv) each place where transactions have been conducted 
     ------------------------------------------------------------------------- 
 a)   Description of the financial        Ordinary Shares of 0.2 pence each 
       instrument, type of instrument 
 
       Identification code                 GB0033278473 
     ----------------------------------  ------------------------------------- 
 b)   Nature of the transaction           Subscription for ordinary shares 
                                           through conditional fundraising. 
                                           Subscription is conditional on 
                                           passing of the certain resolutions 
                                           at the Company's general meeting 
                                           to be held on 17 January 2020. 
     ----------------------------------  ------------------------------------- 
 c)   Price(s) and volume(s)               Price(s)   Volume(s) 
                                               8p       125,000 

                                                      ---------- 
     ----------------------------------  ------------------------------------- 
 d)   Aggregated information              N/A 
       - Aggregated volume 
       - Price 
     ----------------------------------  ------------------------------------- 
 e)   Date of the transaction             23 December 2019 
     ----------------------------------  ------------------------------------- 
 f)   Place of the transaction            London Stock Exchange AIM Market 
                                           (XLON) 
     ----------------------------------  ------------------------------------- 
 

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December 23, 2019 02:00 ET (07:00 GMT)