Placing to Raise £1.47m and Live Market Bookbuild

RNS Number : 6626N

WideCells Group PLC

10 May 2018

 

10 May 2018

WideCells Group PLC ('WideCells Group' or 'the Group')

Placing to Raise £1.47 million and Commencement of Live Market Bookbuild

WideCells Group PLC, the healthcare services company focused on providing stem cell services and ground-breaking insurance for stem cell treatment, is pleased to announce that it has received commitments representing gross proceeds of approximately £1.47 million (before expenses) in support of a placing by the issue of 49,033,333 new ordinary shares of £0.0025 each in the share capital of the Company ('Ordinary Shares') to new and existing shareholders, at a price of 3 pence per share (the 'Placing Price'), conditional on (amongst other matters) approval by the Financial Conduct Authority of a prospectus to be published by the Group ('Prospectus'), the passing of certain resolutions to be put to shareholders at the general meeting of the Group to approve the share issuance, and Admission (as defined below) (the 'Placing').

Additionally, as part of the Placing, the Group intends to make available subscriptions of up to gross proceeds of £650,000 by way of a Live Market Bookbuild, of which (i) £200,000 is conditionally committed and forms part of the £1.47m referred to above (the 'Bookbuild Commitment'), and (ii) subscriptions up to £450,000 would represent further gross proceeds for the Group.

The Live Market Bookbuild will be conducted through the Teathers mobile application (the 'Teathers App') and will involve the issue of up to 21,666,667 new Ordinary Shares at the Placing Price, of which 6,666,667 Ordinary Shares represent the Bookbuild Commitment and a further 15,000,000 new Ordinary Shares would represent the additional gross proceeds of £450,000 (all Ordinary Shares issued under the Placing, including via the Teathers App, being the 'Placing Shares'). Onboarded users of the Teathers App (which may include the directors) will be able to participate in the Live Market Bookbuild, which will commence at 12.00 pm on 10 May 2018 and will close on 21 May 2018.  Whilst the current maximum share issuance under the Placing is envisaged to be 64,033,333 Ordinary Shares, the Group reserves the right to increase the size of the Live Market Bookbuild (and therefore the Placing) in the event of over-subscription. A further announcement on the result of any subscription through the Teathers App will be made after it closes.

Funds raised will be used to expand the Group's core end-to-end stem cell services as it looks to build its revenue profile.  This will focus on driving sales of its first of its kind global stem cell insurance plan CellPlan, and its stem cell storage services, which are provided through the Group's state-of-the-art cryogenics facility in Manchester, UK.  See further 'Use of Proceeds' below.

Details of the Placing 

Following the close of the Live Market Bookbuild and the publication of the Group's accounts for the year end 31 December 2017, the Group will seek the FCA's approval for the Prospectus relating to the Placing Shares and thereafter, an application would be made for admission of the Placing Shares to be listing on the Standard segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange plc ('Admission').  Admission is currently expected to take place before the end of June 2018. The Company will update the market in due course. 

The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company (including as to the right to receive dividends (and other distributions, if any) declared, made or paid by the Company after the date of issue of the Placing Shares).

To participate in the Live Market Bookbuild

To participate in the Live Market Bookbuild, please download the Teathers App from the App Store for iOS devices or Google Play for Android devices. To become an onboarded user of the Teathers App register an account within the App and complete the onboarding process. This takes about ten minutes. Only onboarded users of the Teathers App may participate in the Live Market Bookbuild.

More information about the Teathers App can be found here: http://teathersapp.com

Indicative Timetable

The following is an indicative timetable of the proposed transaction. These dates are indicative only and are subject to change, in which case new dates will be announced.

·     Accounts published and trading suspension lifted (subject to approval from the Financial Conduct Authority): Monday 21 May 2018

·     Prospectus published (including results of the Placing), general meeting notice issued to shareholders: Friday 25 May 2018

·     Date of general meeting: Thursday 14 June 2018*

·     Admission of Placing Shares and settlement date for placing letters: Friday 15 June 2018*

Use of Proceeds

The Group's anticipated use of the proceeds of the Placing are as set out below.

The Group's ability to use the proceeds materially as below is conditional on the Group restructuring its current debt.

Repayment of debt	£120,000
WideCells product development	£150,000
CellPlan platform and product development and roll-out	£110,000
Wideacademy platform and courseware and roll-out	£33,000
General working capital (Placing and Admission costs will be deducted from the proceeds)	£1,058,000
Total	£1,471,000

Key Risk Factors

The risks below are the key risks that the Group and the directors consider to be material risks relating to the Group.  There may be additional risks and uncertainties relating to the Group that are not currently known to the Directors or are currently deemed immaterial:

·     reliance on stem cell and cord blood banking market;

·     reliance on key agreements and third parties (including the Best Doctors agreement and the Group's lease of premises at its UMIC site);

·     compliance and licensing risks, including the Group's operations within a regulatory regime; and

·     reliance on key executives and personnel.

Note: Market soundings, as defined in the Market Abuse Regulations ("MAR") were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Group and its securities.

 **ENDS**

For further information, please visit the Group's website www.widecellsgroup.com, follow us on Twitter @WideCells_Group or contact:

WideCells Group PLC	CEO - João Andrade	Tel:  [phone]
Smaller Company Capital Limited	Broker - Jeremy Woodgate & Rupert Williams	Tel: [phone]
Shard Capital Partners LLP	Broker - Damon Heath & Erik Woolgar	Tel: [phone]
St Brides Partners Limited	PR - Charlotte Page & Isabel de Salis	Tel: [phone]

Notes to Editors

WideCells Group PLC

WideCells Group PLC is building an integrated stem cell services company, focused on making stem cell treatments accessible and affordable.  This is achieved through three divisions:

The Group has three divisions:

·     CellPlan: the world's first stem cell healthcare insurance plan with financial cover for medical treatment, travel and accommodation expenses and concierge service to manage the treatment process.

·     WideCells: The Institute of Stem Cell Technology has been established and is based in the University of Manchester Innovation Centre to provide stem cell storage services and focus on stem cell research and regenerative medicine. Its international cryogenics division specialises in stem cell storage, with the Group currently offering umbilical cord blood and tissue storage services to clients in the UK and Europe under the brand name BabyCells.

·     Wideacademy: an education and training division to promote awareness of the benefits of stem cell storage across the global general practice community.

The Group has built an experienced senior management team that has been integral to the development of its growth and business to date.

Stem Cell Fast Facts:

·     Cord blood (which is taken from the umbilical cord) provides the most effective source of stem cells for families due to it being simple, safe and painless to collect relative to other sources of stem cells such as bone marrow - WideCells will focus on promoting the collection and storage of cord blood.

·     Since 2005, there has been a 300% increase in the number of illnesses that can be treated using stem cells.

·     82 illnesses can currently be treated using stem cell procedures.

·     Despite initial storage often costing no more than a few £thousand, actual treatment can cost in the £hundreds of thousands

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR).

 

END

 

 

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