Tissue Regenix Share Discussion Threads

[bamboo2] 21/7/2017 22:03

PUG, I am quite certain the share price was/is being maintained. Just looked that way for the past few weeks. IPO group had to get their own shenanigans out of the way before they could focus on this on maybe?

Rayrac, the other shares you mention have something 'going' that imo is lacking here, for now.

Not sure what it is, but I would think near or medium term potential holders would be best finding a comfortable seat somewhere 'at the back of the stand', out of the weather. Wait and see if the co can find some form.

I still have a long term holding here, which for the first time in years is showing a loss. I'll continue to hold. I have a LOT of faith in Eileen Ingham and John Fisher at Leeds Uni.

[channel pirate] 21/7/2017 15:08

PUGUGLY

Have just taken the following info from the Companies Web-page


Name of Shareholder

% of Voting Rights


Name of Shareholder: Invesco Limited % of Voting Rights: 27.75
Name of Shareholder: Woodford Investment Management LLP % of Voting Rights: 19.81
Name of Shareholder: Techtran Group Limited % of Voting Rights: 13.53
Name of Shareholder: Baillie Gifford & Co Ltd % of Voting Rights: 6.53
Name of Shareholder: University of Leeds % of Voting Rights: 4.39
Name of Shareholder: Jupiter Asset Management % of Voting Rights: 4.44
Name of Shareholder: NFU Mutual % of Voting Rights: 3.48
Name of Shareholder: John Samuel % of Voting Rights: 3.19

[channel pirate] 21/7/2017 14:37

Ray,

I think you still have more time to read and read again what Cellright have that interests TRX. Combine that with what TRX has already and see just what a big part of the market they will jointly cover.

The mere fact that "Institutions only" have stomped up the best part of £40M in no time at all says to me hold on to what I have accumulated and maybe buy some more when the share price drops to / or below 10p. Looks like the Board have spent a few quid as well which is encouraging.

As the old saying goes "if in doubt then stay out" could be applied, but will you miss a golden opportunity - only time will tell. Best of Luck whichever way you choose.

[pugugly] 21/7/2017 14:33

Rayrac - Just checked Does NOT seem to be a Woodford Holding in Patient Capital

Please find the portfolio holdings as at 30 June 2017 below. (Unless I am blind !!)

[rayrac] 21/7/2017 14:23

Hi PUGUGLY, something says Woodford is invested here, but I'm not 100% sure?

[pugugly] 21/7/2017 14:17

Rayrac:- You could not have put it better - Many of Woodford's investments are off radar but some of the quoted ones such as Allied Minds and RM2 are very soggy - The fact he is invested here (I have not checked your point) makes it worth while looking but not jumping in without significant personal DD (imo)

[rayrac] 21/7/2017 14:07

I kept thinking some other company would jump in for Cellright. But doesn't appear so.

I've got mixed feelings about the deal. Have TRX been over generous in their offer? Have Cellright got products only of interest too TRX. When will the benefits come to boost the share price and is Woodford happy?

I think about buying one minute, then reconsider. Got the cash, just need a good enough reason.

I think I told bamboo that I was waiting for HUR to come good. Well it did to some extent, but I jumped out at a profit, then bought into the Weald oil basin, which has and is, doing spectacularly well. I realised some profit from there, but now I'm hesitant about spending it here.

As you can see, I'm not into being a supporter of any particular segment of the market, I roam, looking for the best turns out there. But I have always been keen on biotechs etc and oils!

[ali47fish] 21/7/2017 10:42

the shares are at ta fraction of the placing price so pis could buy in the market- how people see the aquisitiona and the share price going forward

[pugugly] 21/7/2017 09:57

Could it be that the share price is being supported !!(Of course not !!) but agree with 1955 above - If no good trading news in short term proposition of 8.5p could well be hit (imo) but might still be expensive even at that level unless significant %age increase in combined revenues and significant drop through to bottom line. (all imo - cautions etc) .

[bamboo2] 21/7/2017 08:14

Confirmation of successful fundraising of GBP40 million

Leeds, 21 July 2017 - Pursuant to the announcement released on 20 July 2017, Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix" or the "Company") is pleased to announce that it has successfully raised gross proceeds of GBP40 million through the Placing and Subscription of 400,000,000 new ordinary shares of 0.5 pence each at a price of 10 pence per new ordinary share. The Offer comprises of 395,400,000 Placing Shares and 4,600,000 Subscription Shares (together the "New Ordinary Shares"). Each of John Samuel, Alan Miller, Antony Odell, Jonathan Glenn, Paul Devlin, Steven Couldwell and Shervanthi Homer-Vanniasinkam have participated in the Subscription, further details of which are set out below. The Offer represents approximately 34.5 per cent. of the expected enlarged issued share capital of the Company.

The proceeds from the Placing will be used to finance the conditional acquisition of CellRight Technologies, a US regenerative medicine business focused on the development and commercialisation of a range of human tissue products based on proprietary bone processing techniques and soft tissue products for clinical applications in spine, dental, sports medicine and general surgery, for a total consideration of up to $30 million (GBP23 million)(1) . The remaining funds will be used to accelerate the growth of the Enlarged Group and provide working capital to support the on-going commercialisation of the Group's existing programmes. The Acquisition will expand the market opportunity of the Enlarged Group and accelerate it towards its target of achieving profitability in 2020 2.

Due to the size of the Offer, the Offer is conditional, inter alia, on the passing of certain resolutions by shareholders of the Company at a general meeting expected to be convened at the offices of DLA Piper UK LLP, Princes Exchange, Leeds LS1 4BY on Tuesday 8 August 2017 at 9 am (the "General Meeting"). A Circular containing details of the Offer, the Acquisition and the Rule 9 Waiver and the notice of the General Meeting will be sent to shareholders shortly.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that, subject to, inter alia, the passing of the resolutions at the General Meeting, admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the New Ordinary Shares, on or around 9 August 2017.

Further details of the Offer and Acquisition are set out in the announcement released on 20 July 2017.

Jefferies International Limited is acting as bookrunner, broker and nominated adviser in connection with the Placing and WG Partners LLP is acting as placement agent. The Offer is not being underwritten.

Director's Interest

Following the completion of the Offer, the directors' holdings will be as set out in the table below:


Number Number Percentage
of Ordinary of Subscription Number of Enlarged
Shares Shares of Ordinary Share Capital
currently subscribed Shares immediately
held prior pursuant following following
to Offer to Offer Offer Offer
John Samuel 24,276,928 2,000,000 26,276,928 2.26%
Alan Miller 21,886,988 1,000,000 22,886,988 1.97%
Antony Odell 5,572,800 150,000 5,722,800 0.49%
Jonathan Glenn - 600,000 600,000 0.05%
Paul Devlin - 300,000 300,000 0.03%
Steven Couldwell - 300,000 300,000 0.03%
Shervanthi
Homer-Vanniasinkam - 250,000 250,000 0.02%
Randeep Singh - - - -
Grewal

Total Voting Rights

Following the issue of the New Ordinary Shares, the Company's issued share capital will comprise 1,161,068,755 ordinary shares of 0.5 pence each. The total number of voting rights in the Company will be 1,161,068,755. 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 share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Related Party Transaction

Invesco Asset Management Limited acting as agent for its discretionary managed clients including the Invesco Funds ("IAML"), IP Group plc ("IP Group") and Woodford Investment Management Limited acting as agent for its discretionary managed clients ("Woodford") are related parties of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders of the Company pursuant to the AIM Rules. Invesco Perpetual High Income Fund and Invesco Perpetual Income Fund (affiliates of IAML), IP2IPO Limited (an affiliate of IP Group) and Woodford have agreed to subscribe for 125,381,588, 50,000,000 and 139,000,000 New Ordinary Shares respectively as part of the Offer, conditional on Admission. Taking into account the related party transactions noted above, the Directors consider, having consulted with Jefferies, the Company's nominated adviser, that the terms of the Placing with such related parties are fair and reasonable in so far as its Shareholders are concerned.

Unless expressly defined in this announcement, all capitalised terms used in this announcement have the meanings stated in the announcement made on 20 July 2017 entitled "Acquisition of CellRight Technologies, proposed placing and subscription of new Ordinary Shares at a price of 10 pence per share to raise approximately GBP40 million and approval of waiver of obligations under Rule 9 of the Takeover Code".

[loldemort] 20/7/2017 21:14

Current cap 90 million, and they are raising about 40, so in the ballpark of 50%. That would mean a "fair" price for the shares in the after market of about 10p to 11p. However there will undoubtedly be selling in the aftermarket by the institutions -- they usually have to be bribed in this way, so they'll be selling down to 10p for a while. Given a bit of overshoot and PI pain, it might be possible to pick up shares as low as 8.5p in the next couple of weeks.

Long term though, the company seems to be doing more or less the right thing. The regenerative medicine market is getting crowded and a period of consolidation is approaching. At the end of this period those who are left standing, and will reap the vast rewards, are the ones who consolidated early and wisely and gained size and selling power and traction, and especially, name recognition amongst purchasing managers, and can reap economies of scale.

Unfortunately that paragraph contained the perennial investor's bugbear: "long term". The associated pain is why small investors tend to have shorter horizons.

[channel pirate] 20/7/2017 19:42

Well looks like they don't give a sh!t about the ordinary little pi, even though some have been here quite a time.

[karmicpete] 20/7/2017 19:21

So the placing shares are only available to institutions?

[bamboo2] 20/7/2017 18:50

Well I suppose something had to happen. Chart did point to 21 July as a potential turn, so quite close!

It means no partner wanted to stump up the cash to co-develop ortho products for the US market at friendly terms.

[bamboo2] 20/7/2017 18:38

Tissue Regenix Group plc

Acquisition of CellRight Technologies, proposed placing and subscription of new Ordinary Shares at a price of 10 pence per share to raise approximately GBP40 million and approval of waiver of obligations under Rule 9 of the Takeover Code

Creates a leading regenerative medical devices company, accelerating growth and penetration in US market

Adds complementary technology, 13 new products and pipeline in the multi-billion dollar market

Increases US sales by 2.5x and accelerates trajectory towards profitability, targeting 2020[1]

Leeds, 20 July 2017 - Tissue Regenix Group plc (AIM:TRX) ("Tissue Regenix" or the "Company"), the regenerative medical devices company, is pleased to announce the conditional acquisition of CellRight Technologies ("CellRight"), a US regenerative medicine business focused on the development and commercialisation of a range of human tissue products based on proprietary bone processing techniques and soft tissue products for clinical applications in spine, dental, sports medicine and general surgery, for a total consideration of up to $30.0 million (GBP23.0 million)([2]) (the "Acquisition"). Tissue Regenix also announces its intention to raise gross proceeds of approximately GBP40 million pursuant to a placing of up to 400 million new Ordinary Shares less the number of any Subscription Shares (as defined below) (the "Placing Shares") in the Company at a price of 10 pence per Placing Share, with both new and existing institutional investors (the "Placing"). In connection with the proposed fundraise, certain of the Directors intend to subscribe for new Ordinary Shares (the "Subscription Shares") in the Company at a price of 10 pence per Subscription Share (the "Subscription", together with the Placing, the "Offer").

The proceeds from the Offer will be used to finance the initial consideration of $25.9 million (GBP19.9 million) for the Acquisition, with an additional up to $4.1 million (GBP3.1 million) earn-out consideration payable subject to the achievement of revenue performance targets. The remaining funds will be used to accelerate the growth of the Enlarged Group and will provide working capital to support the on-going commercialisation of the Group's existing programmes. The Acquisition will expand the market opportunity of the Enlarged Group and accelerate it towards its target of achieving profitability in 2020.([3])

Antony Odell, CEO of Tissue Regenix, said:

"The acquisition of CellRight Technologies provides a transformational opportunity for Tissue Regenix and accelerates the Group's trajectory to break even through the creation of an innovative, regenerative medical devices company. CellRight bring a synergistic regenerative technology focused on bone, which will complement our own dCELL(R) soft tissue platform. Furthermore, a broad development pipeline of innovative products, multiple established distribution channels and a state of the art US-based manufacturing facility will enable us to increase our growth and market penetration, cementing our presence in the key US market, as well as providing an opportunity to enter new geographies.

"Building on our material progress over the last two years, the additional resources will enable Tissue Regenix to invest in advancing our organic product pipeline and commercial strategy. We would like to thank our existing and new shareholders for their support as we realise our vision of becoming a market leader in the multibillion dollar global regenerative medicine market."

Strategic Rationale for the Acquisition

-- CellRight adds an innovative regenerative platform technology focused on bone, with application areas in orthopaedics, spine and general surgery, which is complementary to Tissue Regenix's soft tissue based platform technology;

-- The Acquisition broadens the Group's orthopaedic product offering which the Board expects to significantly increase the Group's growth and penetration in the US market as well as other territories;

-- CellRight has well established distribution and sales relationships and has demonstrated strong revenue and profit generation as well as cash flow, with a three year sales CAGR in excess of 61 per cent. across the financial years ended 31 December 2013 - 31 December 2016; and

-- The Acquisition provides the Enlarged Group with the ability to leverage capacity to meet future growth requirements and drive efficiencies in a state of the art tissue processing facility accredited by the FDA and AATB and located in Universal City, San Antonio, Texas.

The Offer

The Placing is being conducted through an accelerated bookbuilding process to be carried out by Jefferies International Limited ("Jefferies") which shall determine the exact number of the Placing Shares in accordance with the terms and conditions set out in the Appendix to this announcement. Participation in the Placing will be limited to institutional investors. Members of the general public are not eligible to take part in the Placing.

The book will open with immediate effect and is expected to close no later than 9 a.m. on 21 July 2017. The timing of the closing of the book and allocations is at Jefferies' discretion in consultation with the Company. The number of Placing Shares to be allocated and issued pursuant to the Placing is subject to agreement between the Company and Jefferies at the close of the bookbuilding process.

Certain of the Directors have indicated an intention to subscribe for Subscription Shares at the Issue Price pursuant to separate subscription agreements which are expected to be entered into between the Company and such Directors. The maximum number of Placing Shares that may be allocated pursuant to the bookbuilding process will be reduced to the extent that Directors subscribe for such Subscription Shares.

Details of the final terms of the Placing, including its completion, and the Subscription (if any) will be announced as soon as practicable after the close of the bookbuilding process.

Due to the size of the Offer, the Offer is conditional, inter alia, on the passing of certain resolutions by shareholders of the Company at a general meeting expected to be convened at the offices of DLA Piper UK LLP, Princes Exchange, Leeds LS1 4BY on Tuesday 8 August 2017 at 9 a.m. (the "General Meeting").

The Takeover Panel has agreed to waive the obligation of the Concert Party to make a general offer to all Shareholders of the Company ("Rule 9 Waiver") that would otherwise arise as a result of any resulting increase to the Concert Party's percentage holding of shares carrying voting rights pursuant to the Offer, subject to the approval, on a poll, of the Shareholders of the Company other than (i) the Concert Party (and anyone acting in concert with it) and the (ii) other Placees who hold Ordinary Shares and any Directors participating in the Subscription (the "Independent Shareholders"). Accordingly, it is expected that such a whitewash resolution would be proposed at the General Meeting, to be taken on a poll. The Concert Party (and anyone acting in concert with its members), the other Placees and any Directors participating in the Subscription who hold Ordinary Shares would not be entitled to vote on the resolution.

A circular containing details of the Offer, the Acquisition and the Rule 9 Waiver will be posted to shareholders as soon as practicable following the close of the bookbuild.

Jefferies is acting as broker and nominated adviser in connection with the Placing and WG Partners LLP is acting as placement agent. The Offer is not being underwritten.

Terms used but not defined in this announcement shall have the meanings given to such terms in the Appendix. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Tissue Regenix's management Antony Odell, CEO, and Paul Devlin, CFO, will host a presentation for analysts Friday, 21 July, 2017 at 9.30 a.m. at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

[zinzanno8] 20/7/2017 18:25

RNS oot...400 million new shares @ 10p per share

[gersemi] 20/7/2017 18:24

Interesting news just out. Got a small holding here, all I could afford and liquidity isn't great but like the company

10p discount to current price - ouch but..

[bamboo2] 13/7/2017 23:33

Some background to the potential t/o

[bamboo2] 02/7/2017 09:41

Looking at the chart two potential turn dates 13/07/2017 and 21/07/2017.

These are based on the apexes of the recent trendline based triangle/wedge shapes.
Currently unsure of direction.

[channel pirate] 02/7/2017 07:51

Morning bamboo2,

Yes agree re small pi's not having enough shares to influence anything at that meeting, and overall it probably would have been a waste of time (for me living 200 miles away).

In my post above though, to grahamburn, then I was referring to a company that I held 5.53% of the issued shares but never got any A&R from Hargreaves to know what was (had) happening. That all ended in 'tears' as the company de-listed from AIM in March 2009 and has never returned to the market (£250,000 down the "swanny")even though the Directors have kept raising money to this day to keep their salaries going. (N.F.I.B. don't want to know as they say they have not done anything wrong !!)

Was hoping I might be lucky enough to get some of that lost money back here with Tissue Regenix, but looks like it might take longer than I was hoping, and I don't have 'years' on my side now.

[channel pirate] 30/6/2017 22:23

graham, had the same issue with Hargreaves Lansdown a couple of years ago, asking them why we were not advised or sent a copy of a companies A & R / AGM. Answer was that they did receive the info from the company but it would cost too much to send it on to all the shareholders they had on their books !!

[grahamburn] 30/6/2017 20:22

Some of the comments above are probably a little harsh and ill-informed.....

TD Investing advised their nominee shareholders of the AGM Resolutions on 7 or 8 June, together with the option to vote on those Resolutions.

So.... perhaps anyone with a complaint should send it to their nominee companies so that next time the information is sent out to them in a timely manner so that you can consider the Resolutions and how you wish to vote.

[bamboo2] 30/6/2017 19:40

channel., do agree it seems a bit odd AGM was today since the co website clearly stated AGM July 2017.

I can't imagine any PI holding enough shares to influence the outcome though, so no reason for them to have planned to withhold the info about the meeting.

Us small fry just have to trust management.

I guess the blurb at the AGM could relate to cash raising for the acquisition of Cellright in the US

[channel pirate] 30/6/2017 15:47

Once again zinzanno8 thank you - yep, it's almost like they didn't want any small pi's in attendance, only interested in the "big boys" with the disposable cash available.

Never mind, as they say, you pays your money and you takes your chances !!

[zinzanno8] 30/6/2017 15:31

Its basically a sign off of results, reappoint the Directors and authority to instruct a rights issue...So cash call coming.