Integumen PLC Share Purchase Agreement signed; Issue of shares (8073W)

TIDMSKIN

RNS Number : 8073W

Integumen PLC

03 August 2018

3 August 2018

Integumen plc

("Integumen" or the "Company")

Share Purchase Agreement signed; Issue of shares

Integumen (AIM: SKIN), announces that, further to its announcement of 2 August 2018 and, as presaged in the announcement dated 16 July 2018 ("the Announcement") the Share Purchase Agreement to conditionally acquire a 9.35% stake in Cellulac plc ("Investment") has today been signed. Completion of the Investment is expected to take place on or around 24 September 2018, being the date of Second Admission (as defined in the Announcement). In addition, the Licence Agreement (for which the signing of Heads of Terms were announced on 16 July) has also been completed.

As a result, 24,538,480 First Placing Shares, 10,769,231 First Subscription Shares and 4,615,384 Fee Shares (as defined in the Announcement) have been allotted today (conditional upon Admission), and are expected to be admitted to trading on AIM on 6 August 2018 ("First Admission").

Following First Admission Gerard Brandon and Camillus Glover will join the Board as Chief Executive Officer and Chief Operations Officer, respectively, and Paul Kennedy and Helmut Schlieper will resign from the Board.

Following Admission of the First Placing Shares, First Subscription Shares and the Fee Shares, the resultant directors' holdings will be as follows:

 
 Name               Shareholding   % of issued share 
                                             capital 
 
 Tony Richardson       2,840,414               1.08% 
 Ross Andrews          2,238,462               0.85% 
 
   Gerard Brandon                        7,692,307                                        2.92% 

For the purpose of the Disclosure Guidance and Transparency Rules, the Company's total issued ordinary share capital following First Admission will be 263,608,327 ordinary shares of 0.01p each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Following Second Admission (expected on or around 24 September 2018) a further 158,228,992 shares will be issued : 66,153,844 Second Subscription Shares, 9,230,760 Second Placing Shares, and 82,844,388 Consideration Shares. The Consideration Shares (which represent 19.6% of the issued capital) will be issued as to 41,422,194 to Gerard Brandon and 41,422,194 to Camillus Glover.

Enquiries

 
                            Tony Richardson, 
 Integumen plc               Chairman                + 353 (0) 87 770 5506 
 SPARK Advisory Partners 
  Limited                   Neil Baldwin/Andrew 
  (Nominated Adviser)        Emmott                  [phone] 
                           -----------------------  --------------------------- 
 Hybridan LLP (Broker)      Claire Noyce             [phone] 
                           -----------------------  --------------------------- 
 TB Cardew                  Shan Shan Willenbrock    [phone] 
                             Joe McGregor             [e-mail] 
                           -----------------------  --------------------------- 
 

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August 03, 2018 10:22 ET (14:22 GMT)