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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ITACONIX 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 ITACONIX PLC.
24 June 2020
Itaconix plc
("Itaconix" or the "Company")
Result of Fundraise
Itaconix plc (AIM: ITX) is pleased to announce that it has conditionally raised gross proceeds of £1.76 million ($2.20 million) via an oversubscribed placing and subscription (together the “Fundraising”) from existing and new investors at the Issue Price of 1.1 pence ($0.01375) per share.
A total of 149,815,909 new Ordinary Shares have been placed by N+1 Singer and Allenby Capital at the Issue Price, raising gross proceeds of £1.65 million ($2.06 million). In addition, 10,184,091 new Ordinary Shares have been placed with certain US investors by way of the Subscription at the Issue Price raising gross proceeds of £0.11 million ($0.14 million). The Placing Shares and Subscription Shares represent approximately 59 per cent. of the existing issued share capital of the Company.
The net proceeds of the increased Placing and Subscription are expected to provide sufficient funding for the Company until at least the end of 2021 during which the Company expects to make significant progress towards its medium term plan to achieve break-even profitability.
The Company also intends (acting in its absolute discretion) to make an invitation to certain US Eligible
Participants to participate, pursuant to applicable exemptions to the US Securities Act, in a further issue of new equity in the Company by way of the US Additional Subscription of new Ordinary Shares at the Issue Price.
The US Additional Subscription will be for up to 3,640,000 new Ordinary Shares in aggregate at the Issue Price. Assuming full take-up by US Eligible Participants under the US Additional Subscription, the issue of the Additional Subscription Shares will raise further gross proceeds of up to £40,000 ($50,000) for the Company.
The First Placing is conditional upon, amongst other things, First Admission becoming effective. The Second Placing, Subscription and US Additional Subscription are conditional upon, amongst other things, Resolution 1 and 2 being passed and Second Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
N+1 Singer is acting as Nominated Adviser and Joint Broker to the Company and Allenby Capital is acting as Joint Broker to the Company in connection with the Placing.
Participation by Directors in the Placing
Certain of the Directors have agreed to subscribe for Second Placing Shares. The number of Second Placing Shares subscribed for by each of these Directors pursuant to the Second Placing, and their resulting shareholdings on Second Admission (assuming no take-up of the US Additional Subscription by US Eligible Participants), are set out below:
| Name | Number of Existing Ordinary Shares | Percentage of existing issued share capital | Number of Second Placing Shares subscribed for | Number of Ordinary Shares held on Second Admission | Percentage of Enlarged Share Capital on Second Admission |
| James Barber | 1,466,818 | 0.54% | 1,090,909 | 2,557,727 | 0.6% |
| John R. Shaw | 33,894,915 | 12.59% | 10,181,818 | 44,076,733 | 10.3% |
| Bryan Dobson | 583,500 | 0.22% | 454,545 | 1,038,045 | 0.2% |
| John Snow III | 1,849,568 | 0.69% | 727,273 | 2,576,841 | 0.6% |
Each of the above Director's participation is conditional upon certain matters and events including, amongst other things, the passing of Resolutions 1 and 2, the Placing Agreement having become unconditional and Second Admission of the Second Placing Shares, Subscription Shares and Additional Subscription Shares becoming effective on or before 8.00 a.m. on 15 July 2020 (but in any event by no later than 8.00 a.m. on 31 July 2020).
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