Itaconix , a leading innovator in sustainable specialty polymers , today announces its intention to issue new ordinary shares to raise a minimum of £1.12 million ($1.4 million) by way of a placing via an accelerated bookbuild, a subscription and a US additional subscription (together the 'Fundraising') to fund the commercial development of the Company's portfolio of core products and for general working capital purposes as further outlined below. The Fundraising is being conducted at a price of 1.1 pence per new Ordinary Share (the 'Issue Price').

Highlights

  • Proposed Placing of new Ordinary Shares (the 'Placing Shares'), with certain existing and new institutional and other investors and a Subscription of new Ordinary Shares (the 'Subscription Shares'), with certain US investors, at the Issue Price of 1.1 pence per share, the Placing and the Subscription raising in aggregate a minimum of approximately £1.12 million ($1.4 million)
  • 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 Issue Price of 1.1 pence represents a 15 per cent. discount to the Closing Price of 1.3 pence on 23 June 2020, being the latest practicable date prior to the announcement of the Fundraising. Participants in the US Subscription and US Additional Subscription are being invited to invest in the Fundraising in US dollar amounts, at an equivalent share price of $0.01375 which, at a deemed $/£ exchange rate of 1.25, represents a price of 1.1 pence per Ordinary Share.
  • The Net Proceeds of the Placing and the Subscription are intended to be used
    1. to fund Itaconix's anticipated operational costs associated with the commercial development of the Company's portfolio of core products at least until the third Quarter of the financial year ending 31 December 2021; and
    2. for general working capital purposes as it seeks to continue growing revenues
  • Books are open with immediate effect. The Company reserves the right to increase the overall size of the Fundraise subject to levels of demand
  • The Group has continued to make commercial progress. Revenue for the first five months of 2020 were $0.9m, representing a 91 per cent. increase over the same period in 2019
  • The Placing is being conducted in two tranches. The Company intends to issue approximately 12,270,000 First Placing Shares raising gross proceeds of approximately £135,000 ($168,750) to certain participants in the Placing under the existing authorities to allot equity securities granted at the Company's annual general meeting in 2019. The First Placing Shares are expected to be admitted to trading on AIM on or around 8 July 2020. The Company intends to issue a minimum of 89,500,000 Second Admission Shares raising a minimum of gross proceeds of £985,000 ($1,231,250). The Second Admission Shares (along with the US Additional Subscription Shares) are expected to be admitted to trading on AIM on or around 15 July 2020
  • 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
  • Admission of the First Placing Shares is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. Admission of the Second Placing Shares, the Subscription Shares and the US Additional Subscription Shares is also conditional, inter alia, upon the approval of Shareholders at the General Meeting
  • A circular, which will provide further details of the Fundraising and include a notice convening the General Meeting (the 'Circular') will be sent to Shareholders shortly and a further announcement will be made in due course

Certain of the Directors intend to participate in the Second Placing. Further details of the Fundraising and confirmation of participation by such Directors will be set out in the announcement to be made on the closing of the Placing which is expected to be made tomorrow.

It is likely that, if Shareholder approval for the Fundraising at the General Meeting is not received, this would ultimately lead to the Company entering into administration or some other form of insolvency procedure, assuming that alternative funding would not be available. Accordingly, it is very important that Shareholders vote in favour of the relevant Resolutions at the General Meeting in order that all of the full Fundraising (and not just the First Placing) can proceed.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

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For further information please contact:

Itaconix Plc

+44 (0) 1244 283 500

www.Itaconix.com

John Shaw, Chief Executive Officer

Laura Denner, Chief Financial Officer and Company Secretary

N+1 Singer (Nominated Adviser and Joint Broker)
+44 (0) 207 496 3000

Peter Steel / James Moat

Tom Salvesen

Allenby Capital Limited (Joint Broker - Placing)
+44 (0) 203 328 5656

Amrit Nahal (Broking)

Nick Athanas / Liz Kirchner (Corporate Finance)

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IP Group plc published this content on 23 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2020 17:06:06 UTC