18 December 2023
RUA LIFE SCIENCES PLC
("RUA" or the "Company")
Result of General Meeting, Issue of Equity and Total Voting Rights
Director/PDMR Shareholdings
RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical device businesses focused on the exploitation of long-term implantable biostable polyurathane (Elast-Eon™), announces that all resolutions put to Shareholders at the General Meeting held earlier today in connection with the placing announced by the Company on 30 November 2023 were duly passed.
| Resolution | For | Against | Withheld | Total votes cast | |||
| | | Number of votes | % | Number of votes | % | Number of votes |
|
| 1 | Ordinary resolution to authorise the directors to allot shares |
7,161,298 |
99.53% |
34,079 |
0.47% |
591 |
7,195,377 |
| 2 | Special resolution to authorise the directors to disapply pre-emption rights |
7,161,161 |
99.53% |
34,119 |
0.47% |
688 |
7,195,280 |
(1) Any proxy appointments, which gave discretion to the Chairman have been included in the 'For' votes total.
(2) Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
(3) A vote "Withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against", nor in the aggregate figure of total votes cast.
Director Participation
Further to the publication of the Company's interim results for the period ended 30 September 2023, and consequently the end of the Company's close period under MAR, Bill Brown (2.57% shareholder of the Company), Ian Ardill, John McKenna (0.08%) and Lachlan Smith (0.09%) (together, the "Directors") have all subscribed for Subscription Shares at the Issue Price under the Subscription, as set out below.
| Shareholder | Number of existing Ordinary Shares
| % of existing issued ordinary share capital | Number of Subscription Shares subscribed for at the Issue Price | Number of Ordinary Shares held on Admission
| % of enlarged issued ordinary share capital on Admission |
| Bill Brown | 569,149 | 2.57% | 272,727 | 841,876 | 1.36% |
| Ian Ardill | - | 0.00% | 272,727 | 272,727 | 0.44% |
| John McKenna | 18,785 | 0.08% | 90,909 | 109,694 | 0.18% |
| Lachlan Smith | 19,341 | 0.09% | 90,909 | 110,250 | 0.18% |
For the reasons set out above, the participation by the Directors referred to above in the Subscription is classified as a 'related party transaction' for the purposes of Rule 13 of the AIM Rules. Dr Caroline Stretton, John Ely and Geoffrey Berg, as the independent Directors of the Fundraise, consider, having consulted with Cavendish (as the Company's Nominated Adviser), that the terms of the related party transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Issue of Eqity and Total Voting Rights
Following shareholder approval at the general meeting and conditional on admission, 36,363,636 new ordinary shares have been allotted pursuant to the Placing, 2,784,566 new ordinary shares pursuant to the Retail Offer and 727,272 pursuant to the Subscription,
The Company has therefore allotted a total of 39,875,474 new ordinary shares in connection with the Fundraising.
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 62,060,272 with each Ordinary Share carrying the right to one vote. There are no shares held in treasury and therefore, following Admission, the total number of voting rights in the Company will be 62,060,272.
The above 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 share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used in this announcement have the meaning given to them in the Placing announcement dated 30 November 2023, unless otherwise defined in this announcement.
For further information contact:
| RUA Life Sciences Bill Brown, Chairman Caroline Stretton, Group Managing Director |
Tel: +44 (0)1294 317073 Tel: +44 (0)1294 317073
|
| Cavendish Capital Markets Limited (Nominated Adviser and Broker) Giles Balleny/Dan Hodkinson (Corporate Finance) Charlie Combe (ECM) Michael Johnson (Sales) | Tel: +44 (0)20 7220 0500
|
PDMR Notification Form
The notification below is made in accordance with the requirements of MAR.
| 1. | Details of the person discharging managerial responsibilities/person closely associated
| |||||
| a) | Name: | Bill Brown
| ||||
| 2. | Reason for the notification
| |||||
| a) | Position/status: | Executive Chair
| ||||
| b) | Initial notification/Amendment: | Initial notification
| ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name: | RUA Life Sciences plc
| ||||
| b) | LEI: | 213800BMVB22PVOJ9Z28
| ||||
| 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 5 pence GB0033360586 | ||||
| b) | Nature of the transaction: | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: |
N/A | ||||
| e) | Date of the transaction: | 18 December 2023
| ||||
| f) | Place of the transaction: | Outside of a trading venue
| ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated
| |||||
| a) | Name: | Ian Ardill
| ||||
| 2. | Reason for the notification
| |||||
| a) | Position/status: | Non-Executive Director
| ||||
| b) | Initial notification/Amendment: | Initial notification
| ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name: | RUA Life Sciences plc
| ||||
| b) | LEI: | 213800BMVB22PVOJ9Z28
| ||||
| 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 5 pence GB0033360586 | ||||
| b) | Nature of the transaction: | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: |
N/A | ||||
| e) | Date of the transaction: | 18 December 2023
| ||||
| f) | Place of the transaction: | Outside of a trading venue
| ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated
| |||||
| a) | Name: | Lachlan Smith
| ||||
| 2. | Reason for the notification
| |||||
| a) | Position/status: | Chief Financial Officer
| ||||
| b) | Initial notification/Amendment: | Initial notification
| ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name: | RUA Life Sciences plc
| ||||
| b) | LEI: | 213800BMVB22PVOJ9Z28
| ||||
| 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 5 pence GB0033360586 | ||||
| b) | Nature of the transaction: | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: |
N/A | ||||
| e) | Date of the transaction: | 18 December 2023
| ||||
| f) | Place of the transaction: | Outside of a trading venue
| ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated
| |||||
| a) | Name: | John McKenna
| ||||
| 2. | Reason for the notification
| |||||
| a) | Position/status: | Non-Executive Director
| ||||
| b) | Initial notification/Amendment: | Initial notification
| ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name: | RUA Life Sciences plc
| ||||
| b) | LEI: | 213800BMVB22PVOJ9Z28
| ||||
| 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 5 pence GB0033360586 | ||||
| b) | Nature of the transaction: | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: |
N/A | ||||
| e) | Date of the transaction: | 18 December 2023
| ||||
| f) | Place of the transaction: | Outside of a trading venue
| ||||
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