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Result of GM & Board changes

26th Sep 2013 10:22

RNS Number : 9750O
Cyprotex PLC
26 September 2013
 

Cyprotex PLC

 

Result of GM, Result of Open Offer and Board Changes

 

Result of GM

 

Cyprotex PLC (AIM:CRX), a specialist ADME-Tox Contract Research Organisation, today announces that at the Company's general meeting today all the resolutions put to the meeting were duly passed.

 

Open Offer

 

In relation to the Open Offer of up to £4 million of Convertible Loan Notes in the Company, announced on 21 August 2013, the Company announces that it has received valid applications in respect of 404,598 Convertible Loan Notes from Qualifying Shareholders, raising gross proceeds of approximately £404,598. This represents approximately 10.1 per cent. of the Convertible Loan Notes offered.

 

TPE III, a fund managed by Harwood Capital LLP, has undertaken to subscribe for the Convertible Loan Notes not taken up by Shareholders under the Open Offer. As such, TPE III will subscribe for 3,595,402 Convertible Loan Notes raising gross proceeds of approximately £3,595,402. In addition, and as announced on 21 August 2013, TPE III has also subscribed for £3m of Redeemable Loan Notes in the Company.

 

The Directors' participation in the Open Offer, together with their existing holdings in the share capital of the Company, is set out below:

 

Director

Convertible Loan Notes taken up under Open Offer

Ordinary Shares held

% Issued Share Capital (prior to conversion of Convertible Loan Notes)

Steve Harris

28,619

1,605,142

0.72%

Anthony Baxter

12,748

1,161,744

0.52%

John Dootson

12,289

689,285

0.31%

Christopher Mills

-

-

-

 

Board changes

 

The Company is pleased to announce the appointment of Ian Johnson as non-executive Chairman of Cyprotex with immediate effect.

 

Mr. Johnson was the founder and Chief Executive Officer of Biotrace International plc, a leading provider of rapid microbiology testing systems and reagents. Biotrace became a public company in 1993 and was listed on the main market of the London Stock Exchange until its acquisition by 3M in December 2006. Since leaving Biotrace in 2007 he has served as a director of a number of companies, including non-executive director of MyCelx Technologies Corporation, Chairman of Evans Analytical Group and AOI Medical Inc., each AIM traded companies. Mr. Johnson is currently Chairman of Finance Wales PLC and Celsis Group Ltd and a non-executive director of life science company, Lumora Limited.

 

Steve Harris will continue on the board of the Company as non-executive Director.

 

The Company also announces that Christopher Clothier, non-executive Director, will step down from the board with immediate effect. Christopher is Investment Director at IPGL Limited which was, until recently, the Company's largest shareholder.

 

The Company is also pleased to announce the appointment of Timothy Sturm as an alternate non-executive Director for Christopher Mills.

 

Timothy Sturm is a Partner of Harwood Capital LLP, which manages TPE III (which currently holds 1,265,000 ordinary shares in the Company representing 0.6% of the Company's issued share capital and all 3,000,000 of the Redeemable Loan Notes and which will subscribe for 3,595,402 Convertible Loan Notes (as described above) and Oryx International Growth Fund Limited (which currently holds 61,250,000 Ordinary Shares in the Company representing 27.3% of the Company's issued share capital). Timothy is director of a number of companies including several of the Celsis group of companies, and is currently a director of medical materials supplier Orthoproducts Limited.

 

Celsis Group Limited, which both Mr Johnson and Mr Sturm have been associated with for the last four years, was the owner of In Vitro Technologies, the leading supplier of cryopreserved human liver cells to the ADME-Tox testing industry including Cyprotex, until it was sold by Celsis in June 2013,

 

Dr Anthony Baxter, CEO of Cyprotex, said: "We are delighted to have received £7 million of funding and we would like to thank our shareholders for their continued support. With Cyprotex poised for the next phase of growth, we would like to thank Steve for his dedication and guidance over the years and we appreciate his on-going commitment to the Company. We are grateful to IPGL, until recently our largest shareholder, in particular Mr Chris Clothier and Mr Matt Wreford, for their help and support in developing the Cyprotex success story over the last five years. We welcome Ian and Timothy to our Board and their expertise will be invaluable to Cyprotex as we look to grow the business."

 

Defined terms used in this announcement have the same meaning as set out in the Company's circular dated 3 September 2013.

 

The following information is disclosed in relation to Schedule Two paragraph (g) of the AIM Rules:

 

Mr Ian Roy Johnson (aged 60) has been a director of the following companies during the five years preceding the date of this announcement:

 

Current directorships

Previous directorships

Finance Wales public limited company

Ruskinn Life Sciences Limited

Lumora Limited

Ruskinn Technology Limited

Celsis Group Limited

MyCelx Technologies Corporation

Klenitise Limited

Celsis AG

Pure Options Solutions Ltd

AOI Medical Inc.

Evans Analytical Group

 

Mr Timothy James Sturm (aged 41) has been a director of the following companies during the five years preceding the date of this announcement:

 

Current directorships

Previous directorships

Harwood Capital LLP

Seon Medical Limited

Orthoproducts Limited

Sinav Limited (alternate)

Orthoplastics Limited

SiRVis IT Holdings Limited

Nastor Investments Limited (alternate)

TPE2 Nastor Limited

TPE3 Nastor Limited

Team Rock Limited

Stratifer Limited

 

An administrator was appointed to Seon Medical Limited in July 2012. Timothy Sturm was a director of Seon Medical Limited from April 2009 until January 2012.

 

No further information is required to be disclosed pursuant to Schedule Two paragraph (g)

 

For further information:

 

Cyprotex PLC

Tel : +44 (0)1625 505 100

Dr Anthony Baxter, Chief Executive Officer

John Dootson, Chief Financial Officer

Mark Warburton, Chief Operating Officer and Legal Counsel

[email protected]

www.cyprotex.com

N + 1 Singer (NOMAD and broker to Cyprotex)

Tel : +44 (0)20 7496 3000

Shaun Dobson

[email protected]

Jenny Wyllie

[email protected]

www.nplus1singer.com

FTI Consulting

Tel : +44 (0)20 7831 3113

Simon Conway

Mo Noonan

[email protected]

www.fticonsulting.com

 

About Cyprotex PLC 

Cyprotex is based in Macclesfield, near Manchester in the UK, and Watertown, MA in the US and is listed on the AIM market of the London Stock Exchange (CRX). The company was established in 1999 and works with more than 700 partners ranging from small biotech's to large pharma companies. Cyprotex acquired Apredica and the assets of Cellumen Inc. in August 2010 and the combined business provides support for a wide range of experimental and computational ADME-Tox and PK services, extending from early drug discovery through to IND submission. The company's core capabilities include high quality in vitro ADME screening services, mechanistic toxicology and high content toxicology screening services, including our proprietary CellCiphr® toxicity prediction technology, and predictive modelling using PBPK and QSAR techniques, including Cloe® PK for in vivo PK prediction. For more information, see www.cyprotex.com.

 

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