Source - RNS
RNS Number : 9492F
Integumen PLC
01 November 2018
 

Integumen plc

 

("Integumen" or "the Company")

 

Completion of acquisition of interest in Cellulac plc

The Company provides an update further to the announcement of 11 October 2018.

Funding

The Company and Cellulac have now formally concluded the zero-interest unsecured facility ("Loan Note Instrument") as set out in the Company's announcement of 11 October 2018.

The Loan Note Instrument allows for the drawdown by Integumen of up to £320,000 as follows: £100,000 in October 2018, £100,000 in November 2018 and £120,000 in December 2018.

Term and Repayment

Any amounts drawn down under the loan agreement shall be repayable at any point after 30 August 2019 upon service by the lender of a repayment notice, or on the earlier occurrence of normal triggering or realisation events which include:

The completion of a transaction whereby any person or group of persons acting in concert acquires a controlling interest in the Company; or

 

A sale of all or substantially all of the assets of the Company thereof (whether in a single transaction or a series of transactions).

 

Completion of acquisition of stake in Cellulac plc

 

It has also been confirmed that Integumen's acquisition of a 9.35% stake in Cellulac plc has been completed today. The Company has today allotted 82,844,388 ordinary shares of 0.01p each ("Ordinary Shares") to Gerard Brandon (41,422,194 Ordinary Shares) and Camillus Glover (41,422,194 Ordinary Shares) under the Share Purchase Agreement which was signed and announced on 3 August 2018.

 

Issue of shares

 

In addition, the Company has issued 21,692,9307 new Ordinary Shares as follows:

 

11,538,461 new Ordinary Shares have been issued at an issue price of 0.65 pence per share (representing a premium of 47.7% to the closing mid-market share price of 0.44 pence on 31 October 2018) to Cellulac plc . The issue of these shares settles £75,000 of  amounts due from Integumen to Cellulac plc under the terms of the Licence Agreement (as previously notified on 16 July 2018). These shares amount to 3.13% of the Company's enlarged issued share capital.

 

10,153,846 new Ordinary Shares have been issued at an issue price of 0.65 pence per share (representing a premium of 47.7% to the closing mid-market share price of 0.44 pence on 31 October 2018) to settle amounts owed to a creditor of the Company.

 

In respect to the issue of shares to Cellulac, Cellulac plc is treated as a related party under the AIM Rules for Companies ("AIM Rules"), as both Gerard Brandon and Camillus Glover, directors of Integumen, are directors and shareholders of Cellulac. As such they are not regarded as independent and have taken no part in the Board's consideration of the issue of shares to Cellulac as set out above. Tony Richardson, Chairman, and Ross Andrews, Non Executive Director, are regarded as independent directors ("Independent Directors") for the purpose of Rule 13 of the AIM Rules.

 

The Independent Directors, having consulted with SPARK Advisory Partners Limited, the Company's Nominated Adviser, considers that the terms of the Issue to be fair and reasonable in so far as shareholders are concerned.

 

Admission to trading on AIM

 

Application has been made for 104,536,695 new Ordinary Shares issued as set out above to be admitted to trading on AIM, and admission is expected on or around 6 November 2018 ("Admission").

 

Following Admission, the resultant holdings of Gerard Brandon and Camillus Glover will be as follows:

Director

Number of Ordinary Shares

% of enlarged issued share capital

Gerard Brandon

49,114,501

13.34%

Camillus Glover

41,422,194

11.25%

 

Total Voting Rights

 

For the purpose of the Disclosure Guidance and Transparency Rules, the Company's total issued ordinary share capital following Admission will be 368,145,022 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.

 

Integumen plc

Gerard Brandon, Chief Executive

 

+44 (0) 1223 926 660  

SPARK Advisory Partners Limited

(Nominated Adviser)

 

Neil Baldwin/Andrew Emmott

+44 (0) 113 370 8974

Hybridan LLP (Broker)

Claire Noyce

+44 (0) 20 3764 2341

 

 

 


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