Proposed Fundraise
Renalytix proposes to raise minimum £4.0 million through placing and subscription at 9.5p per share.
- Minimum gross proceeds £4.0 million
- Issue price per share 9.5 pence
- Discount to closing price 11.6%
- Premium to 90-day average 39%
- Directors' participation £270,000
- Additional retail offer target £0.5 million
Select text to share a quote on X · sign in to keep highlights & notes in your RENX notes
596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Renalytix Plc
("Renalytix" or the "Company")
Proposed Fundraise
Renalytix plc (LSE: RENX) (OTCQB: RNLXY), a precision medicine company with kidneyintelX.dkd, the only FDA-approved and Medicare reimbursed prognostic test to support early-stage risk assessment in chronic kidney disease, today announces its intention to raise a minimum of £4.0 million gross proceeds through a placing ("Placing") and a subscription ("Subscription") (together, the "Fundraise") of new ordinary shares of £0.0025 each in the capital of the Company ("Ordinary Shares") and a separate retail offer of new Ordinary Shares (the "Retail Offer") via the Winterflood Retail Access Platform (the "WRAP")at an issue price of 9.5 pence per new Ordinary Share (the "Issue Price") to new and existing institutional and other investors. Oberon Capital (a trading name of Oberon Investments Limited) is acting as sole bookrunner on the Placing.
The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild"), which will open with immediate effect, and the Placing is subject to the terms and conditions set out in Appendix I to this announcement (which forms part of this announcement, such announcement and Appendix I together being the "Announcement"). A further announcement confirming the closing of the Bookbuild and the aggregate number of new Ordinary Shares to be issued pursuant to the Placing and the Subscription is expected to be made in due course.
The Issue Price represents a discount of 11.6 per cent. to the closing middle market price of 10.75 pence per Ordinary Share on 19 September 2025, and a premium of 39 per cent. to the Company's 90 day closing average share price, as of the last business day prior to this Announcement.
At the annual general meeting of the Company held on 19 December 2024, allotment and disapplication of pre-emption rights authorities were obtained which enable the Directors to issue and allot new Ordinary Shares for cash up to a maximum aggregate nominal amount of £289,805.26 (representing 115,922,104 new Ordinary Shares in the capital of the Company) (the "AGM Authorities"). These AGM Authorities will be sufficient for the proposed Fundraise and will be used for the purposes of issuing any new Ordinary Shares pursuant to the Fundraise. Consequently, the Company would not need to obtain further authorities to issue and allot new Ordinary Shares in the Fundraise on a non-pre-emptive basis.
In addition, certain Directors (the "Directors"), intend to participate in the Fundraise. It is intended that the Directors' participation will comprise approximately £270,000, in aggregate, through the issue of approximately 2.84 million new Ordinary Shares at the Issue Price. The Directors participating in the Fundraise will be subject to a 6 month lock-in period. Further details will be announced as appropriate in due course.
Placing Highlights
| • | The Company intends to raise a minimum of £4.0 million gross proceeds (c.US$5.4 million, assuming an exchange rate of £1 = US$1.35), before expenses, pursuant to the Fundraise; |
| • | Certain Directors are to subscribe for approximately 2.84 million new Ordinary Shares in the Placing, raising approximately £270,000 in aggregate, before expenses. |
| • | The Fundraise will been conducted utilising the Company's existing share authorities. The new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. |
| • | The Company's existing cash resources and net proceeds from the Fundraise will provide additional working capital to support Renalytix's collaboration agreement with Tempus AI, Inc. (NASDAQ: TEM) ("Tempus"), which was announced on 15 September 2025. |
| • | The Company will be conducting a conditional Retail Offer separately from the Placing and the Subscription to raise up to an additional £0.5 million (before expenses). A separate announcement will shortly be made by the Company regarding the Retail Offer and its terms. |
Use of proceeds from Fundraise
On 15 September 2025 the Company announced that it had signed a collaboration agreement with Tempus. The collaboration will make the Company's kidneyintelX.dkd prognostic blood testing more widely available for eligible patients within its US network of healthcare institutions. Eligible patients have type 2 diabetes with chronic kidney disease, impacting nearly 15 million individuals in the US.
Renalytix's kidneyintelX.dkd will be the first test offered in Tempus' portfolio in the chronic kidney disease category, indicated for use as an aid in predicting level of risk (high, moderate, low) for progressive decline in kidney function in type 2 diabetes patients with diagnosed chronic kidney disease stages 1-3b.
The agreement with Tempus is a significant milestone for the Company pursuant to which Tempus and Renalytix will collaborate with US health systems to make testing more available for providers to order within existing clinical workflows.
The Company will therefore use the net proceeds of the Fundraise to support the collaboration with Tempus and ensure the effective integration of kidneyintelX.dkd into Tempus' portfolio in the chronic kidney disease category.
Placing
The Ordinary Shares being issued pursuant to the Placing are to UK investors only. The Placing Shares are subject to certain conditions set out in Appendix I to this Announcement.
Subscription
Ordinary Shares issued pursuant to the Subscription to investors in the U.S. will be issued pursuant to an exemption from registration with the U.S. Securities and Exchange Commission (the "SEC").
Pursuant to the Subscription Agreements, the Subscribers have agreed to subscribe for the Subscription Shares at the Issue Price.
The Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue. It is expected that the Subscription Shares will be issued on or around 29 September 2025.
The Retail Offer
The Directors value the Company's retail investor base and believe that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraise alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through WRAP and further announcements will be made shortly in connection with the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company. Oberon and SP Angel have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
Admission to AIM
Application will be made to the London Stock Exchange for Admission of the Placing Shares and the Subscription Shares to trading on AIM. It is expected that Admission of Placing Shares will become effective and that dealings in the Placing Shares with the First Tranche Placing Shares admission commencing at 8.00 a.m. on 26 September 2025.
Information regarding the Admission of the shares that are to be issued pursuant to the Retail Offer will be provided in due course.
The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix I. The Placing Shares are not being made available to the public. Details of the final number of the Placing Shares and the approximate gross proceeds of the Fundraise will be announced as soon as practicable after the closing of the Bookbuild.
The Company's existing cash resources and net proceeds from the Fundraise will be used to support the collaboration with Tempus and ensure the effective integration of kidneyintelX.dkd into Tempus' portfolio in the chronic kidney disease category.
Application will be made to the London Stock Exchange for admission of the (i) EIS/VCT Placing Shares 26 September 2025 and the Non-EIS/VCT Placing Shares and Subscription Shares to trading on or around 29 September 2025.
The Placing Shares when issued, will be credited as fully paid and will rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
UK Product Governance Requirements
APPENDIX I
Bookbuild
Details of the Placing
The Placing Agreement contains customary undertakings and warranties given by the Company to the Bookrunner including as to the accuracy of information contained in this Announcement and to be contained in the Placing Document, to matters relating to the Company and its business and a customary indemnity given by the Company to the Bookrunner in respect of liabilities arising out of or in connection with the Placing and/or the First Admission and/or the Second Admission (if applicable).
The Placing is conditional upon, inter alia:
| a) | the Company complying with its obligations under the Placing Agreement as they fall to be performed prior to Admission; and |
| b) | the obligations of the Bookrunner under the Placing Agreement not having been terminated in accordance with its terms prior to the First Admission in respect of the First Tranche Placing Shares or the Second Admission in respect of the Second Tranche Placing Shares. |
Lock up
As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 90 days after the date of this announcement without the prior written consent of the Bookrunner (not to be unreasonably withheld or delayed). That agreement is subject to certain customary carve-outs agreed between the Bookrunner and the Company.
Enterprise Investment Scheme ("EIS") and Venture Capital Trusts ("VCT")
The EIS/VCT Placing Shares to be issued pursuant to the Placing are intended to rank as "eligible shares" for the purposes of EIS and VCT investors and a "qualifying holding" for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 (the "VCT Legislation").
The Company has obtained a written opinion from specialist tax advisers confirming that the EIS/VCT Placing Shares will rank as "eligible shares" for the purposes of the EIS and will be capable of being a "qualifying holding" for the purposes of VCT Legislation. However, no assurance has been obtained from HMRC that the Company is a qualifying company for the purposes of the EIS or that a subscription for EIS/VCT Placing Shares is a qualifying holding.
The status of the EIS/VCT Placing Shares as a qualifying holding for EIS and VCT purposes respectively will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the Directors of the Company believe that the interests of the Company and the Group are not served by seeking to retain such status).
Neither the Company nor the Directors have given any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors have given any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn.
Application for admission to trading
Application will be made to the London Stock Exchange for the First Admission and the Second Admission respectively. It is expected that settlement of the First Tranche Placing Shares will take place on or around 26 September 2025 and First Admission will become effective and dealings in the First Tranche Placing Shares will commence at that time. It is expected that settlement of the Second Tranche Placing Shares will take place within one trading day of First Admission and that the Second Admission will become effective and dealings in the Second Tranche Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
7. Each Placee's allocation will be confirmed to Placees orally or by email by the Bookrunner, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner, or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. The Company and the Bookrunner will determine, in their absolute discretion, the allocation of Placing Shares between First Tranche Placing Shares and Second Tranche Placing Shares.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in respect of the First Tranche Placing Shares are conditional on, inter alia:
| a) | the Placing Term Sheet having been agreed and duly signed by the Bookrunner and the Company on the Business Day following the date of the Placing Agreement (or by such later time/date as the Company and the Bookrunner may agree); |
| b) | the warranties contained in clause 10 and Schedule 1 of the Placing Agreement (" Warranties ") being true and accurate and not misleading (and remaining true and accurate and not misleading if they were repeated at First Admission |
| c) | the Company allotting the First Tranche Placing Shares in accordance with the Placing Agreement; |
| d) | the Company complying with its obligations under the Placing Agreement as they fall to be performed prior to First Admission; |
| e) | the Bookrunner not having terminated the Placing Agreement in accordance with its terms and conditions prior to First Admission; and |
| f) | Admission occurring on or before 8.00 a.m. on 26 September 2025 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than the First Long Stop Date). |
The Bookrunner's obligations under the Placing Agreement in respect of the Second Tranche Placing Shares are conditional on, inter alia:
| a) | First Admission having occurred; |
| c) | the Warranties being true and accurate and not misleading at all times up to and immediately prior to Second Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting; |
| d) | the Company complying with its obligations under the Placing Agreement as they fall to be performed prior to Second Admission; |
| e) | the Bookrunner not having terminated the Placing Agreement in accordance with its terms and conditions prior to Second Admission; and |
| f) | Second Admission occurring on or before 8.00 a.m. on 29 September 2025 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than the Second Long Stop Date). |
Right to terminate under the Placing Agreement
The Bookrunner is entitled in its absolute discretion, at any time before First Admission, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, to terminate the Placing.
Agreement by giving written notice to the Company (or by orally communicating the same to the Company) in the following circumstances:
| b) | any of the Warranties was, when given, untrue, inaccurate or misleading; |
| c) | any of the Warranties is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or |
| d) | the Company fails to comply with any of its obligations under the Placing Agreement in any case which is material in the context of the Placing; or |
| e) | a matter having arisen in respect of which indemnification may be sought from the Company under the indemnity included in the Placing Agreement; or |
| f) | there has occurred a suspension or cancellation by the LSE of trading in the Company's securities; or |
| g) | a matter, fact, circumstance or event has arisen such that in the opinion of the Bookrunner, acting in good faith, a Supplementary Placing Announcement is required to be published; or |
| h) | there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Placing, capital issues or stock markets or materially adversely affect the Group; or |
| i) | there has occurred, in the Bookrunner's opinion, acting in good faith, a Material Adverse Change. |
Additionally, if, at any time before Admission, there has occurred:
| b) | a suspension of trading in securities generally on the LSE or generally on any stock exchange or trading in any stock exchange or over-the-counter market is materially disrupted or minimum or maximum prices have been established on any such exchange; or |
which, in the opinion of a Bookrunner, acting in good faith, would or would be likely to prejudice materially the Company or the Placing or makes it impracticable or inadvisable to proceed with the Placing then the Bookrunner may, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, by notice in writing to the Company (or by orally communicating the same to the Company), terminate the Placing Agreement with immediate effect.
The Bookrunner is entitled in its absolute discretion, at any time before Second Admission, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, to terminate the Placing Agreement by giving written notice to the Company (or by orally communicating the same to the Company) in the following circumstances:
| a) | any statement contained in any Placing Document is or has become or has been discovered to be untrue, misleading or inaccurate or any matter has arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Bookrunner, acting in good faith, is material in the context of the Placing of the Second Tranche Placing Shares or Second Admission or any of the transactions contemplated by the Placing Agreement; |
| b) | any of the Warranties was, when given, untrue, inaccurate or misleading; or |
| c) | any of the Warranties is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or |
| d) | the Company fails to comply with any of its obligations under the Placing Agreement in any case which is material in the context of the Placing of the Second Tranche Placing Shares; |
| e) | a matter having arisen in respect of which indemnification may be sought from the Company under the indemnity included in the Placing Agreement; |
| f) | there has occurred a suspension or cancellation by the LSE of trading in the Company's securities; |
| g) | a matter, fact, circumstance or event has arisen such that in the opinion of the Bookrunner, acting in good faith, a Supplementary Placing Announcement is required to be published; or |
| h) | there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Placing, capital issues or stock markets or materially adversely affect the Group; or |
| i) | there has occurred, in the Bookrunner's opinion, acting in good faith, a Material Adverse Change. |
Additionally, if, at any time after First Admission and before Second Admission, there has occurred:
| b) | a suspension of trading in securities generally on the LSE or generally on any stock exchange or trading in any stock exchange or over-the-counter market is materially disrupted or minimum or maximum prices have been established on any such exchange; or |
which, in the opinion of a Bookrunner, acting in good faith, would or would be likely to prejudice materially the Company or the Placing of the Second Tranche Placing Shares or makes it impracticable or inadvisable to proceed with the Placing of the Second Tranche Placing Shares then the Bookrunner may, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, by notice in writing to the Company (or by orally communicating the same to the Company), terminate the Placing Agreement with immediate effect.
Following First Admission, the Placing Agreement will not be capable of termination or rescission by any party to it in so far as it relates to the Placing of the EIS/VCT Placing Shares and, following Second Admission, the Placing Agreement will not be capable of termination or rescission by any party in so far as it relates to the Placing of the Second Tranche Placing Shares.
No admission document or prospectus
Registration and settlement
Provided payment in full has been made, definitive legended share certificate(s) in respect of the Placing Shares shall be prepared by MUFG Group (the "Registrar") as soon as possible following the First Admission or Second Admission, as applicable. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the Sterling Overnight Index Average (SONIA) as determined by the Bookrunner.
Representations, warranties and further terms
| 3. | acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively, " UK Public Information "), which includes a description of the nature of the Company's business, the Company's most recent balance sheet and profit and loss account and similar statements published in preceding years and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty; |
| 6. | represents and warrants that it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation (Regulation 596/2014/EU) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) (" UK MAR ") concerning the Company in accepting this invitation to participate in the Placing; |
| 11. | acknowledges that the Placing Shares are being offered and sold by or on behalf of the Company (i) to Non-US Placees in "offshore transactions" as defined in, and in accordance with, Regulation S and (ii) to a limited number of US Placees reasonably believed to be QIBs or Accredited Investors in transactions not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and which are exempt from or not subject to the registration requirements of the Securities Act and applicable US state securities laws. It and the prospective beneficial owner of the Placing Shares are, and at the time the Placing Shares are subscribed for will be, either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S, and has agreed to be bound to the terms of the Non-US Investor Letter in the form provided to it by the Bookrunner or its affiliates; or (ii) a QIB or Accredited Investor which has agreed to be bound to the terms of the US Investor Letter in the form provided to it by the Bookrunner or its affiliates. In addition, with respect to (ii) above, it further acknowledges: (a) it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB; (b) it is subscribing for the Placing Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof, in whole or in part, in the United States; and (c) it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account; |
| 12. | INTENTIONALLY LEFT BLANK |
| 16. | represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system; |
| 17. | represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the " Regulations "); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which the Bookrunner may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide in their sole discretion; |
| 19. | represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to First Admission or Second Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state); |
| 20. | represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to First Admission or Second Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation (including any relevant implementing measure in the United Kingdom); |
| 33. | the exercise by the Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Bookrunner need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunner, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise; |
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
| "Accredited Investor" | means an accredited investor as defined in Rule 501 under the Securities Act; |
| "Admission" | means the First Admission and/or the Second Admission (as the context requires); |
| "AIM" | means the AIM market operated by the London Stock Exchange; |
| "AIM Rules" | means the AIM Rules for Companies and the AIM Rules for Nominated Advisers, together; |
| "Announcement" | means this announcement (including the appendices to this announcement); |
| "Appendices" | means the appendices to this announcement; |
| "Articles" "Audited Full Year Fiscal 2024 Results" | means the articles of association of the Company in force at the date of this Announcement; means the audited full year fiscal results of the Company for the 2024 financial year; |
| "Board of Directors" | means the board of directors of the Company; |
| "Bookrunner" or "Oberon" | means the Company's broker, namely Oberon Investments Limited (trading as Oberon Capital) a company incorporated in England and Wales with company number 02198303, authorised and regulated by the FCA. |
| "COB Rules" | means the rules set out in the conduct of business sourcebook of the FCA Handbook; |
| "Company" or "Renalytix" | means Renalytix Plc, registered in England and Wales with number 11257655, whose registered office is at 2 Leman Street, London, United Kingdom, E1W 9US; |
| "Company Secretary" | Salim Hamir, who holds the role of Company Secretary to the Company |
| "DKD" | diabetic kidney disease; |
| "EEA" | means the European Economic Area; |
| "EHR" | electronic health record; |
| "EIS" | Enterprise Investment Scheme; |
| "EIS/VCT Placing Shares" | means the new Ordinary Shares, which are intended to qualify for the purpose of the EIS or VCT, to be allotted and issued to the relevant Placees at the Placing Price pursuant to the Placing in such total number as set out in the Placing Term Sheet which are proposed to be admitted to trading on AIM on Admission; |
| "EU Prospectus Regulation" | means Regulation (EU) 2017/1129, as amended; |
| "FCA" | means the Financial Conduct Authority; |
| "FCA Handbook" | means the handbook of rules and guidance of the FCA made pursuant to FSMA; |
| "FDA" | Food and Drug Administration; |
| "First Admission" | means the admission of the First Tranche Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies; |
| "First Long Stop Date" | means such later date or time as the parties to the Placing Agreement may agree in writing but not later than 8:00 a.m. on 26 September 2025 in respect of the First Admission; |
| "First Tranche Placing Shares" | means the EIS/VCT Placing Shares; |
| "FSMA" | means the UK Financial Services and Markets Act 2000, as amended; |
| "Group" | means the Company and its subsidiary undertakings from time to time and as at the date of this Agreement; |
| "Insider Participation" | has the meaning given in the fifth paragraph of this Announcement; |
| "KDIGO Clinical Guidelines" | Kidney Disease: Improving Global Outcomes CKD Evaluation and Management clinic guidelines; |
| "London Stock Exchange" or "LSE" | means London Stock Exchange plc; |
| "Long Stop Date" | means the First Long Stop Date and/or the Second Long Stop Date (as the context requires); |
| "Market Rules" | means any law, regulation or stock or financial market rule, or policy statement, ruling, order or other regulatory instrument of any securities regulatory authority in the UK, the US or any other jurisdiction in which the Placing Shares are offered or sold, applicable to the Company or its Ordinary Shares, including, without limitation, the AIM Rules, the rules and regulations of the LSE, MAR, the DTRs, the US Securities Act and the US Exchange Act; |
| "MiFID II" | means the EU Directive 2014/65/EU on markets in financial instruments, as amended; |
| "MiFID II Product Governance Requirements" | means the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures; |
| "Non-EIS/VCT Placing Shares" | means the new Ordinary Shares to be allotted and issued to the relevant Placees and the Subscribers at the Placing Price, which are proposed to be admitted to trading on AIM on Second Admission; |
| "Non-US Placee" | means Placees other than US Placees; |
| "Order" | means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; |
| "Ordinary Shares" | means the ordinary shares of nominal value £0.0025 each in the capital of the Company; |
| "OTCQB" | OTCQB ® Venture Market; |
| "Placees" | means persons to be procured by the Bookrunner who agree to subscribe for Placing Shares; |
| "Placing Document" | as defined in the Placing Agreement; |
| "Placing Price" or "Issue Price" | means 9.5 pence per Placing Share; |
| "Placing Shares" | means the new Ordinary Shares proposed to be allotted and issued by the Company as set out in the Placing Term Sheet fully paid up pursuant to the Placing in accordance with the terms of the Placing Agreement following the Bookbuild being the Placing Shares; |
| "QIB" | means qualified institutional buyer as defined in Rule 144A under the Securities Act; |
| "Regulation S" | means Regulation S promulgated under the Securities Act; |
| "Rule 144A" | means Rule 144A under the Securities Act; |
| "Second Admission" | means the admission of the Second Tranche Placing Shares, to trading on AIM becoming effective in accordance with the AIM Rules for Companies; |
| "Second Long Stop Date" | means such later date or time as the parties to the Placing Agreement may agree in writing but not later than 8:00 a.m. on 29 September 2025 in respect of the Second Admission; |
| "Second Tranche Placing Shares" | means the conditional Non-EIS/VCT Placing Shares; |
| "Securities Act" | means the US Securities Act of 1933, as amended; |
| "Shareholders" | means holders of Ordinary Shares from time to time; |
| "Subscribers" | means those persons participating in the Subscription; |
| "Subscription" | the conditional subscription for the Subscription Shares pursuant to the terms of the Subscription Agreements; |
| " Subscription Agreements " | the conditional agreements in respect of the Subscription Shares; |
| " Subscription Shares " | the new Ordinary Shares being subscribed for at a subscription price per Ordinary Share equal to the Placing Price; |
| "Target Market Assessment" | means the product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II; |
| "Tranche 2 Payment" | has the meaning given in paragraph 2.1 of this Announcement; |
| "UK MAR" | means EU Market Abuse Regulation (Regulation 596/2014/EU) as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time); |
| "UK Prospectus Regulation" | means the EU Prospectus Regulation, as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time); |
| "United Kingdom" or "UK" | means the United Kingdom of Great Britain and Northern Ireland; |
| "US Exchange Act" | means the United States Securities Exchange Act of 1934, as amended; |
| "US Placee" | means Placees who are "U.S. persons" as defined in Regulation S; |
| "United States" or "US" | means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and |
| "VCT" | Venture Capital Trusts. |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.