Level 2

Company Announcements

Equity Subscription

RNS Number : 1837R
Aqua Bounty Technologies, Inc.
25 June 2015
 

25 June 2015

 

AquaBounty Technologies, Inc.

("AquaBounty" or "the Company")

 

Equity Subscription

 

AquaBounty Technologies, Inc. (AIM: ABTX, ABTU; OTC: AQBT), a biotechnology company focused on enhancing productivity in the aquaculture market and a majority-owned subsidiary of Intrexon Corporation ("Intrexon"), is pleased to announce that yesterday it executed an Equity Subscription Agreement with Intrexon, to issue 12,728,044 new Common Shares (the "Subscription Shares") subject to Admission, raising US$3.0 million (approximately £1.9 million) before expenses (the "Fundraising").

The issue price of the Subscription Shares is 15.0 pence ($0.2357 based on a conversion rate of £1:$1.5711) per share, which represents the closing price of the Company's shares on AIM on 23 June 2015 being the latest practical date prior to the signature of the Subscription Agreement.

Background

As at the date of this announcement, the Company's New Animal Drug Application for AquAdvantage® Salmon has not yet received approval from the U.S. Food and Drug Administration ("FDA"). However, the Company continues to move forward with its commercialization efforts and research and development activities in preparation for an approval. As stated in the Company's full-year results announcement of 25 February 2015, the Company had cash and cash equivalents of $5,163,262 on 31 December 2014. It also noted that a fundraise would likely be required during the first half of the year.

Following advice from its advisors, it was determined that the Company's near-term need for funds and the legal and regulatory constraints associated with a public offering of securities to its shareholders made it impractical and costly to open the Fundraising to all shareholders.

The funds raised will provide sufficient capital to allow the Company to operate at least to the end of 2015 with the minimum of dilution to existing shareholders.

Related party transaction

Two Directors of the Company, Thomas R. Kasser and Rick Sterling, as employees of Intrexon the majority shareholder (the "Intrexon Directors"), recused themselves from the vote by the Board to approve and authorize the Company to enter into the Subscription Agreement. The Directors other than the Intrexon Directors (the "Independent Directors"), along with the Company's officers, negotiated the terms of the Subscription Agreement on behalf of the Company.

Intrexon currently holds 86,386,624 Common Shares (representing 59.70 per cent of the Company's existing Common Shares) and has agreed with the Company to subscribe for all 12,728,044 Subscription Shares in the Fundraising. Following completion of its subscription, Intrexon would have an interest in 62.96 per cent of the Company's enlarged share capital.

As Intrexon is a "substantial shareholder" of the Company, its participation in the Fundraising constitutes a "related party transaction" under the AIM Rules.

The Independent Directors consider, having consulted with the Company's nominated adviser, Stifel Nicolaus Europe, that the terms on which Intrexon is participating in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

Admission

The Subscription Shares are to be issued subject to Admission only, and Intrexon can terminate the Subscription Agreement prior to completion under certain conditions. The Subscription Shares are to be credited as fully paid and are to rank pari passu in all respects with the existing Common Shares. Following admission of the Subscription Shares to AIM, Intrexon will hold a total of 99,114,668 Common Shares in the Company, representing 62.96 per cent of the enlarged issued share capital of 157,425,309 Common Shares. Application has been made for Admission of the Subscription Shares, and it is expected that Admission will occur on or around 30 June 2015.

AquaBounty's Chairman, Richard Clothier, commented: "While we have no certainty of approval or indications of timing, discussions with the FDA appear to be progressing such that the Company continues to have a strong expectation that the AquAdvantage® Salmon will be approved in the near term. The continued support of our majority shareholder will allow the Company to progress with FDA approval while seeking to minimize dilution."

 

 

For further information, please contact:

 

AquaBounty Technologies

David Frank, Chief Financial Officer                                                                  +1 978 648 6000

 

Stifel Nicolaus Europe, Ltd.

Giles Balleny                                                                                               +44 (0)20 7710 7499

 

Luther Pendragon

Harry Chathli, Claire Norbury                                                                      +44 (0)20 7618 9100


This information is provided by RNS
The company news service from the London Stock Exchange
 
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