Result of Placing, Director's Dealing, Related Party Transaction and Notice of General Meeting
27 October 2016
Futura Medical plc (AIM: FUM), the innovative healthcare company focused on advanced transdermal technology, is pleased to announce that, following its announcements earlier today, the Company has conditionally raised gross proceeds of £12.0 million through the successful placing, with existing and new investors, of 21,052,632 new Ordinary Shares (the "Placing Shares") at a price of 57 pence per Placing Share. The Placing Price represents a discount of approximately 13.0 per cent. to the Closing Price on 26 October 2016. The Placing Shares will represent approximately 17.5 per cent. of the Enlarged Share Capital.
The net proceeds of the Placing, being approximately £11.5 million, will provide the Company with funding for the continued development of the Company's sexual healthcare and pain relief product portfolios, in particular:
- To fund the clinical development required to expedite the process of bringing MED2002 to commercialisation; and
- To fund the clinical work and trials required to develop the pain relief portfolio and expedite the process of bringing TPR100 and TIB200 to commercialisation.
In addition, a portion of the net proceeds will be used for general working capital purposes (including additional internal R&D resource) as the Group moves towards generating royalty income streams from licensed products over the longer term.
The Placing is expected to allow the Group to continue to fund additional product and commercial development activities and to seek additional licence agreements on more favourable terms than would otherwise be available. Such agreements, coupled with the pursuit of sustainable income streams from existing and new licensed applications of the Group's advanced proprietary transdermal technology, are expected to facilitate the creation of material shareholder value over the longer term.
The Placing is conditional on, inter alia, the passing of the Placing Resolutions to be proposed at the General Meeting to be held at 2:00 p.m. on 15 November 2016 at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN. The circular (the "Circular") being issued in connection with the Placing will provide further details of the Placing and include a notice convening the General Meeting. The Circular is expected to be sent to shareholders and be available on the Company's website later today.
Director's Dealing and Related Party Transaction
James Barder has subscribed for 30,000 Placing Shares at the Placing Price, representing approximately 0.14 per cent. of the Placing Shares. Immediately following Admission (and assuming no other issuance of new Ordinary Shares prior to Admission), James Barder will have a beneficial interest in 621,330 Ordinary Shares, representing 0.5 per cent. of the Enlarged Share Capital. Including non-beneficial interests, James Barder's total interest following Admission (and assuming no other issuance of new Ordinary Shares prior to Admission) will be 1,488,830 Ordinary Shares, representing 1.2 per cent. of the Enlarged Share Capital. The notification at the end of this announcement, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the Director's dealings.
Henderson Global Investors, a Substantial Shareholder in the Company (as defined by the AIM Rules) has conditionally agreed to subscribe for 4,210,526 Placing Shares pursuant to the Placing. The participation of Henderson Global Investors in the Placing is a related party transaction for the purposes of the AIM Rules. Following Admission, (and assuming no other issuance of new Ordinary Shares prior to Admission and no change to its holdings in the Company), Henderson Global Investors will have a shareholding of 23,729,285 Ordinary Shares, representing 19.8 per cent. of the Enlarged Share Capital. The Directors, having consulted with the Company's Nominated Adviser, N+1 Singer, consider the terms of Henderson Global Investors' participation in the Placing to be fair and reasonable insofar as Shareholders are concerned.
James Barder, Chief Executive of Futura, commented:
"The Directors believe that the placing gives us the potential to create greater shareholder value, as it will facilitate the negotiation of additional product licence deals over time (on the pain relief products and MED2002) having undertaken additional developmental and regulatory work and provides the opportunity to do so from a position of greater financial strength. We would like to thank both existing shareholders and new investors for their support of the placing."
|Posting of the Circular and Form of Proxy||27 October 2016|
|Latest time and date for receipt of Forms of Proxy
for the General Meeting
|2.00 p.m. on 13 November 2016|
|Time and date of General Meeting||2.00 p.m. on 15 November 2016|
|Admission of the First Placing Shares to trading on AIM||8.00 a.m. on 16 November 2016|
|Admission of the Second Placing Shares to trading on AIM||8.00 a.m. on 17 November 2016|
Each of the times and dates refer to London time and are subject to change by the Company (with the agreement of N+1 Singer), in which case details of the new times and dates will be notified through a Regulatory Information Service.
Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Circular. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information please contact:
Aubrey Powell / Liz Yong / Thomas Smale
Tel: +44 (0) 20 7496 3000
For media enquiries please contact:
Buchanan Communications Limited
Mark Court / Sophie Cowles /
Tel: +44 (0) 20 7466 5000
Notes to editors:
About Futura Medical plc
Futura Medical is a pharmaceutical group that develops innovative products for consumer healthcare. The Company is developing a portfolio of products and its strategy is to license their manufacture and distribution to major pharmaceutical and healthcare groups.
Futura is based in Guildford, Surrey, and its shares trade on the AIM market of the London Stock Exchange.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
|1||Details of the person discharging managerial responsibilities / person closely associated|
|2||Reason for the notification|
|b)||Initial notification /Amendment||Initial Notification|
|3||Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor|
|a)||Name||Futura Medical plc|
|4||Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted|
|a)||Description of the financial instrument, type of instrument Identification code||Ordinary shares of 0.2 pence each GB0033278473|
|b)||Nature of the transaction||Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 November 2016|
|c)||Price(s) and volume(s)||
|d)||Aggregated information - Aggregated volume - Price||n/a|
|e)||Date of the transaction||27 October 2016|
|f)||Place of the transaction||Off market|