9th Oct 2017 11:35
Realm Therapeutics plc
("Realm Therapeutics", "Realm" or the "Company")
Result of General Meeting
All Resolutions Passed
9 October 2017 - Realm Therapeutics plc (AIM: RLM), a clinical stage biopharmaceutical company focused on leveraging its proprietary immunomodulatory technology, announces that at the Company's general meeting, held in connection with the proposed placing to raise £19.3 million ($26 million) (the "Placing") announced on 21 September 2017, all Resolutions were duly passed. Completion of the Placing is expected tomorrow and a further announcement will be made in due course.
Application has been made for the 66,396,485 ordinary shares, which will be issued in connection with the Placing (the "Placing Shares"), to be admitted to trading on AIM, and dealing is expected to commence on 10 October 2017 ("Admission"). Following Admission, the Company will have a total of 116,561,917 ordinary shares in issue, each carrying one voting right, and there are no ordinary shares held in treasury. This figure of 116,561,917 may therefore 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 change in interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.
As previously announced, Charles Spicer, Non-Executive Chairman of Realm and Alex Martin, Chief Executive Officer of Realm, each participated in the Placing by purchasing Units (comprising one Placing Share and one Warrant to subscribe for 0.4 ordinary shares). The Warrants have an exercise price of 58 pence per ordinary share, are immediately exercisable following Admission of the Placing Shares, and have a term of 2.5 years. Charles Spicer purchased 86,207 Units (which included warrants to subscribe for up to 34,483 ordinary shares) and Alex Martin purchased 148,115 Units (which included warrants to subscribe for up to 59,246 ordinary shares). Their aggregate interests in the Company's ordinary shares following Admission will be as follows:
Ordinary Shares | ||
Number of ordinary shares | Percentage of voting rights | |
Charles Spicer | 273,930 | 0.24 |
Alex Martin | 248,115 | 0.21 |
Also as previously announced and in accordance with the terms of the relevant option scheme, the number of ordinary shares currently under option will be adjusted such that the relevant option holder's potential percentage of the issued share capital, as enlarged by the Placing, will remain the same as it is prior to Admission. Option exercise prices, vesting terms and expiry dates remain unchanged. Accordingly, the total number of options held by directors of the Company following the increase and Admission will be as follows:
Options | ||
Number of options over ordinary shares |
Exercise price (in £) | |
Charles Spicer | 232,355 | 0.295 |
81,324 | 0.41 | |
Alex Martin | 2,323,551 | 0.2975 |
1,161,775 | 0.295 | |
Joseph William Birkett | 151,031 | 0.295 |
11,618 | 3.05 | |
Dr. Ivan Gergel | 151,031 | 0.30 |
Dr. Balkrishan (Simba) Gill | 151,031 | 0.295 |
81,324 | 0.2625 | |
Matthew Hammond | 151,031 | 0.295 |
Daniel Hegglin | 81,324 | 0.40 |
Marella Thorell | 1,161,775 | 0.295 |
17,427 | 3.05 | |
Enquiries:
Realm Therapeutics plc | +44 (0) 20 3727 1000 |
Alex Martin, Chief Executive Officer | |
Marella Thorell, Chief Financial Officer and Chief Operating Officer | |
FTI Consulting | +44 (0) 20 3727 1000 |
Simon Conway / Mo Noonan | |
N+1 Singer (Nominated Adviser and Broker) | +44 (0) 20 7496 3000 |
Aubrey Powell / Lauren Kettle |
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 (MAR).
Unless otherwise indicated, capitalised terms in this announcement have the same definition as in the Circular announced and posted to the Company's website on 21 September 2017.
About Realm Therapeutics
Realm Therapeutics is a clinical-stage biopharmaceutical company focused on developing novel immunomodulatory therapies to protect and improve the lives of adults and children. The Company has initiated drug development programmes, based on its proprietary hypochlorous acid technology at high concentrations. The Company believes its formulations have novel immunomodulatory activity with potential application for the treatment of diseases in a number of therapeutic areas, including Dermatology and Ophthalmology.
1 | Details of the person discharging managerial responsibilities/person closely associated with them
| ||
a) | Name | 1. Charles Spicer 2. Alex Martin
| |
2 | Reason for notification
| ||
a) | Position/status | 1. Non-Executive Chairman 2. Chief Executive Officer
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||
a) | Name | Realm Therapeutics plc
| |
b) | LEI | 213800OS5JWKFN71W714
| |
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 in Realm Therapeutics plc
ISIN: GB00B3XBCR18
| |
b) | Nature of transaction | Participation in a fundraising by purchasing Placing Units which include ordinary shares
| |
c) | Price(s) and volume(s) | Price(s)
| Volume(s) |
1. Charles Spicer | |||
29 pence
| 86,207
| ||
2. Alex Martin | |||
29 pence | 148,115
| ||
d) | Aggregated information
· Aggregated volume
· Price
| n/a (Single transaction)
| |
e) | Date of the transaction
| 10 October 2017 | |
f) | Place of the transaction
| Off-market | |
1 | Details of the person discharging managerial responsibilities/person closely associated with them
| ||
a) | Name | 1. Charles Spicer 2. Alex Martin
| |
2 | Reason for notification
| ||
a) | Position/status | 1. Non-Executive Chairman 2. Chief Executive Officer
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||
a) | Name | Realm Therapeutics plc
| |
b) | LEI | 213800OS5JWKFN71W714
| |
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 | Participation in a fundraise by purchasing Placing Units which include warrants to subscribe for ordinary shares
ISIN: GB00B3XBCR18
| |
b) | Nature of transaction | Participation in a fundraising
| |
c) | Price(s) and volume(s) | Price(s)
| Volume(s) |
1. Charles Spicer | |||
58 pence (exercise price)
| 34,483
| ||
2. Alex Martin | |||
58 pence (exercise price)
| 59,246
| ||
d) | Aggregated information
· Aggregated volume
· Price
| n/a (Single transaction)
| |
e) | Date of the transaction
| 10 October 2017 | |
f) | Place of the transaction
| Off-market | |
1 | Details of the person discharging managerial responsibilities/person closely associated with them
| ||
a) | Name | 1. Charles Spicer 2. Alex Martin 3. Joseph William Birkett 4. Dr. Ivan Gergel 5. Dr. Balkrishan (Simba) Gill 6. Matthew Hammond 7. Daniel Hegglin 8. Marella Thorell 9. Dr. Christian Peters
| |
2 | Reason for notification
| ||
a) | Position/status | 1. Non-Executive Chairman 2. Chief Executive Officer 3. Senior Independent Non-Executive Director 4. Non-Executive Director 5. Non-Executive Director 6. Non-Executive Director 7. Non-Executive Director 8. Chief Financial Officer and Chief Operating Officer 9. Chief Medical Officer
| |
b) | Initial notification/Amendment | Initial Notification
| |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||
a) | Name | Realm Therapeutics plc
| |
b) | LEI | 213800OS5JWKFN71W714
| |
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 | Options to subscribe for ordinary shares in Realm Therapeutics plc
ISIN: GB00B3XBCR18
| |
b) | Nature of transaction | Increase in number of options previously granted under terms of relevant option schemes which provide for adjustment to grants upon certain dilutive events
| |
c) | Price(s) and volume(s) | Price(s)
| Volume(s) |
1. Charles Spicer | |||
29.5 pence (exercise price) | 132,355 | ||
41 pence (exercise price) | 46,324 | ||
2. Alex Martin | |||
29.5 pence (exercise price) | 661,775 | ||
29.75 pence (exercise price) | 1,323,551 | ||
3. Joseph William Birkett | |||
29.5 pence (exercise price) | 86,031 | ||
£3.05 (exercise price) | 6,618 | ||
4. Dr. Ivan Gergel | |||
30 pence (exercise price) | 86,031 | ||
5. Dr. Balkrishan (Simba) Gill | |||
26.25 pence (exercise price) | 46,324 | ||
29.5 pence (exercise price) | 86,031 | ||
6. Matthew Hammond | |||
29.5 pence (exercise price) | 86,031 | ||
7. Daniel Hegglin | |||
40 pence (exercise price) | 46,324 | ||
8. Marella Thorell | |||
29.5 pence (exercise price) | 661,775 | ||
£3.05 (exercise price) | 9,927 | ||
9. Dr. Christian Peters | |||
27.0 pence (exercise price) | 661,775 | ||
d) | Aggregated information
· Aggregated volume
· Price
| n/a (Single transaction)
| |
e) | Date of the transaction
| 10 October 2017 | |
f) | Place of the transaction
| Off-market | |
Related Shares:
RLM.L