Integumen PLC Placing and Trading update (2320A)

TIDMSKIN

RNS Number : 2320A

Integumen PLC

22 December 2017

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800M477RQVVHVUD72

Integumen plc

("Integumen" or "the Company")

Placing, Trading Update and

Appointment of co-broker

Integumen (LSE: SKIN), the personal health care company developing and commercialising technology and products for the human integumentary system, is pleased to announce that the Company has conditionally raised GBP500,000 before expenses through a placing and subscription of 33,333,333 new ordinary shares of 1p per share (the "Placing Shares") at a price of 1.5p per Placing Share (the "Placing"), together with the issue of warrants over new ordinary shares on the basis of one warrant for every one Placing Share ("Placing Warrants"). The Placing Warrants will be exercisable at a price of 1.5p per ordinary share at any time up to five years following the date of admission of the Placing Shares to trading on AIM ("Admission"). In addition warrants ("Broker Warrants") will be issued to brokers Hybridan LLP (1,000,000 Broker Warrants) and Turner Pope Investments (TPI) Limited (300,000 Broker Warrants). The Broker Warrants will be exercisable at a price of 1.5p per ordinary share at any time up to the date five years following Admission.

The Placing Shares have been placed with a mixture of existing shareholders and new investors.

21,666,667 of the Placing Shares were placed by the Company's brokers, Hybridan LLP and Turner Pope Investments (TPI) Ltd with 11,666,666 Placing Shares being subscribed directly with the Company. Completion of the Placing and subscription is conditional upon the terms of a Placing Agreement being fulfilled, and Admission. Application will be made for the Placing Shares to be admitted to trading on AIM and dealings are expected to commence on 5 January 2018. The Placing Shares will rank pari passu with the existing ordinary shares in issue. No application is being made for the Placing Warrants or Broker Warrants to be admitted to trading on AIM.

Related Party Transaction

Helium Rising Stars Fund ("Helium") currently holds 17,901,712 ordinary shares in the Company, comprising 9.40% of the current issued share capital. However Helium has been a "substantial shareholder", as defined in the AIM Rules for Companies ("AIM Rules") within the last 12 months, and as such Helium is a treated as related party under the AIM Rules. Helium is subscribing GBP50,000 for 3,333,333 Placing Shares.

All of the Company's directors are independent for the purposes of AIM Rule 13 in relation to Helium's participation in the Placing. Having consulted with SPARK Advisory Partners Limited, the Company's nominated adviser, the independent directors consider that the terms of Helium's participation in the Placing are fair and reasonable insofar as Shareholders are concerned

Use of Proceeds

The net proceeds of the Placing will be used for:

   --    marketing and distribution of the recently acquired Stoer(TM) range of male cosmetics; 

-- continuing commercialisation of Visible Youth, a premium cosmeceutical range of products for the anti-ageing market; and

   --    working capital 

Trading Update

The Board is reviewing its product lines to identify those that it believes have the best commercial opportunities going forward. This is against a background in which some of the existing product lines are taking longer to generate the level of revenues expected by the Board whilst others, in the Board's view, have the potential to outperform. The Board is also reviewing its overall cost base and will report back to shareholders in the New Year.

Appointment of co-broker

Hybridan LLP have been appointed as co-broker to the Company with immediate effect.

Total Voting Rights

Following Admission of the Placing Shares the Company's enlarged issued share capital will comprise 223,685,232 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, following Admission the total number of Ordinary Shares with voting rights will be 223,685,232. Thereafter this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Declan Service, CEO of Integumen, said:

"We are pleased to have raised this new funding and Board remains confident that it will maximise long-term shareholder value"

 
                            Declan Service,          + 353 (0) 87 
 Integumen plc               CEO                      770 5506 
-------------------------  -----------------------  --------------------------- 
 SPARK Advisory 
  Partners Limited          Neil Baldwin/Andrew      [phone] 
  (Nominated Adviser)        Emmott                   8974 
-------------------------  -----------------------  --------------------------- 
                                                     [phone] 
 Turner Pope Investments    Ben Turner/James          4120 
  (TPI) Ltd (Broker)         Pope 
 
  Hybridan LLP                                        [phone] 
  (Broker)                   Claire Noyce             2341 
-------------------------  -----------------------  --------------------------- 
 Cardew Group               Shan Shan Willenbrock    [phone] 
                             David Roach              0777 
                                                      [e-mail] 
-------------------------  -----------------------  --------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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December 22, 2017 06:07 ET (11:07 GMT)