Tissue Regenix Group plc
('Tissue Regenix' or the 'Company')
Result of AGM, Share Reorganisation
&
Total Voting Rights
Tissue Regenix Group plc (AIM:TRX), the regenerative medical device company, announces that at the Annual General Meeting ('AGM') held earlier today, all resolutions were duly passed on a show of hands.
The results of the proxy votes received in respect of the resolutions, given to the Chair prior to the meeting, are set out below:
| Resolution | | In favour | % | Against | % | Withheld |
| 1 | Ordinary | 3,702,770,170 | 99.97 | 1,045,713 | 0.03 | 5,874,854 |
| 2 | Ordinary | 3,703,512,910 | 99.97 | 1,105,973 | 0.03 | 5,071,854 |
| 3 | Ordinary | 3,703,466,649 | 99.97 | 1,152,234 | 0.03 | 5,071,854 |
| 4 | Ordinary | 3,703,325,335 | 99.97 | 1,293,548 | 0.03 | 5,071,854 |
| 5 | Ordinary | 3,703,466,649 | 99.97 | 1,152,234 | 0.03 | 5,071,854 |
| 6 | Ordinary | 3,703,512,910 | 99.97 | 1,105,973 | 0.03 | 5,071,854 |
| 7 | Ordinary | 3,703,512,910 | 99.97 | 1,105,973 | 0.03 | 5,071,854 |
| 8 | Ordinary | 3,703,202,635 | 99.95 | 1,816,248 | 0.05 | 4,671,854 |
| 9 | Ordinary | 3,704,002,635 | 99.95 | 1,816,248 | 0.05 | 3,871,854 |
| 10 | Ordinary | 3,699,838,927 | 99.86 | 5,179,956 | 0.14 | 4,671,854 |
| 11 | Ordinary | 3,698,534,666 | 99.85 | 5,484,217 | 0.15 | 5,671,854 |
| 12 | Ordinary | 3,700,853,910 | 99.91 | 3,170,973 | 0.09 | 5,665,854 |
| 13 | Special | 3,702,744,910 | 99.96 | 1,548,973 | 0.04 | 5,396,854 |
| 14 | Special | 3,699,476,319 | 99.86 | 5,066,564 | 0.14 | 5,147,854 |
| 15 | Special | 3,703,206,896 | 99.95 | 1,811,987 | 0.05 | 4,671,854 |
Notes:
1. A "Vote withheld" is not counted in the calculation of the percentage of shares voted "In favour" or "Against".
2. As at 26 April 2023, being the voting deadline date in respect of the Annual General Meeting, the total number of Ordinary Shares of 0.1p each in issue and the total number of voting rights was 7,035,794,900.
The full text of the resolutions passed at the AGM may be found in the Notice of AGM published on 21 March 2023.
Share Reorganisation
10 Existing Ordinary Shares have been issued to ensure that as part of the Share Reorganisation an exact whole number of Consolidated Ordinary Shares are issued. At the Record Date, being 6 p.m. today, the 7,035,794,900 Existing Ordinary Shares will be consolidated into 70,357,949 Consolidated Shares. Each Consolidated Share will subsequently be subdivided into one New Ordinary Share and one Class 2 Deferred Share. Immediately following the Share Reorganisation, the Company's issued share capital will comprise 70,357,949 Ordinary Shares of 0.1p each and 1,171,971,322 existing deferred shares and 70,357,949 Class 2 Deferred Shares.
Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the shareholder within 10 Business Days of each Admission. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission.
Admission to trading on AIM and Total Voting Rights
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 28 April 2023.
The New Ordinary Shares will trade under the ISIN: GB00BNTXR104 and SEDOL: BNTXR10.
Following Admission, the share capital of the Company will be comprised of 70,357,949 New Ordinary Shares of which no shares are held in treasury. Therefore, the total number of voting rights in the Company is 70,357,949. Shareholders may use this figure 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 FCA's Disclosure and Transparency Rules.
This announcement should be read in conjunction with the Notice of AGM that was published on 21 March 2023, copies of which are available on the Company's website at www.tissueregenix.com and the Company's announcement titled 'Proposed Share Reorganisation Timetable' (the "Announcement"). Capitalised terms in this announcement have the same meaning as given in the Announcement, unless the context provides otherwise.
For more information:
| Tissue Regenix Group plc | ||
| Daniel Lee, Chief Executive Officer | Via Walbrook PR | |
| | | |
| finnCap Ltd (Nominated Adviser and Broker) | | |
| Emily Watts/Geoff Nash/George Dollemore - Corporate Finance | | |
| Nigel Birks/Harriet Ward - ECM | | |
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| Walbrook PR (Financial PR & IR) | Tel: +44(0)20 7933 8780 | |
| Alice Woodings/Lianne Applegarth | ||
About Tissue Regenix (www.tissueregenix.com)
Tissue Regenix is a leading medical device company in the field of regenerative medicine. The Company's patented decellularisation technology ('dCELL®') removes DNA and other cellular material from animal and human soft tissue, leaving an acellular tissue scaffold that is not rejected by the patient's body and can then be used to repair diseased or damaged body structures. Current applications address many critical clinical needs in sports medicine, foot and ankle and wound care.
In August 2017, Tissue Regenix acquired CellRight Technologies®, a biotech company that specialises in regenerative medicine and is dedicated to the development of high-quality, innovative tissue scaffolds, which can enhance healing opportunities in defects created by trauma and disease. CellRight's human tissue products may be used in spine, trauma, general orthopaedic, dental and ophthalmological surgical procedures.
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