Schedule One - Verici Dx PLC | RNS | Ticker

Schedule One - Verici Dx PLC

RNS Announcement

RNS Number : 6589C

AIM

20 October 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Verici Dx plc ("Verici" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND, IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Avon House

19 Stanwell Road

Penarth

Cardiff

United Kingdom

CF64 2EZ

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.vericidx.com (from Admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is an immuno-diagnostics development company, initially focussed on the kidney transplantation market. The Company's kidney transplant assays use advanced next-generation sequencing that may define a personalised, risk-profile of each patient over the course of their transplant journey, may also detect injury in advance of currently available clinical tests.

The Company develops tests to understand how a patient is likely and may be responding to kidney transplant. There are two leading products for clinical validation and commercialisation:

· Clarava™, which is a pre-transplant prognosis for the risk of early acute rejection; and

· Tuteva™, a post-transplant diagnostic focused upon acute cellular rejection, including sub-clinical rejection not being diagnosed through the current standard of care of rising serum creatine levels.

Verici was incorporated in April 2020 as a wholly-owned subsidiary of Renalytix AI plc ("RENX"), the AIM-quoted developer of artificial intelligence decision support and clinical management tools for improving early diagnosis, continual monitoring and drug development for kidney disease. Following a spin-out from RENX, on 9 July 2020 (the "Record Date"), the shares in the Company were distributed in specie to the shareholders of RENX at that time.

The Company's main country of operation is the United States.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of 0.1 pence each in the share capital of the Company at an issue price of 20.0 pence per ordinary share.

No shares will be held in treasury.

The shares are freely transferable and have no restrictions placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Equity fundraise via a placing and a subscription to US investors for a total of £14.0 million and a restricted offer to qualifying Verici shareholders for up to £0.5 million, for an aggregate fundraise of up to £14.5 million.

Estimated market capitalisation on Admission - c. £28.3 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 66.3%.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Julian Baines MBE (Non-Executive Chairman)

Sara Barrington (CEO)

Sir Ian Carruthers OBE (Senior Independent Non-Executive Director)

James McCullough (Non-Executive Director)

Dr Erik Lium (Non-Executive Director)

Dr Barbara Murphy (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Before Admission	After Admission
Renalytix AI plc⁽¹⁾	14.2%	TBC
Christopher Mills ⁽²⁾	13.3%	TBC
Icahn School of Medicine at Mount Sinai	12.8%	TBC
James McCullough	4.1%	TBC
EKF Diagnostics Holdings	3.9%	TBC

Notes:

(1) RENX intends to convert all of its outstanding convertible loan notes of $2.5 million into approximately 9.83 million ordinary shares in Verici (based on an GBP:USD rate of 1.2714).

(2) Including family interests and funds controlled by him.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Yayoi Kinoshita

Chan-Ju Wang

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

a) 31 December

b) Unaudited results for the six months to 30 June 2020

c) Audited results for the year to 31 December 2020: by 30 June 2021

Unaudited results for the six months to 30 June 2021: by 30 September 2021

Audited results for the year to 31 December 2021: by 30 June 2022

EXPECTED ADMISSION DATE:

3 November 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

N+1 Singer

1 Bartholomew Lane

London EC2N 2AX

NAME AND ADDRESS OF BROKER:

N+1 Singer

1 Bartholomew Lane

London EC2N 2AX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.vericidx.com (from the date of Admission)

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance (QCA) Corporate Governance Code.

DATE OF NOTIFICATION:

20 October 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Verici Dx PLC
Time: 12:00:01
Date: 20 Oct 2020
Category: Capital structure
ID: 6589C