Prospectus and Notice of General Meeting

RNS Number : 1866R

WideCells Group PLC

12 June 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

12 June 2018

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

Placing Update

Publication of Prospectus and Circular to Shareholders and Notice of General Meeting

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, further to its announcements on 10 May 2018, 5 June 2018 and 11 June 2018, that a Prospectus and Circular to shareholders relating to the Placing (the 'Prospectus'), and containing a Notice of General Meeting, has been approved by the Financial Conduct Authority ('FCA') and is now available on the Group's website, www.widecellsgroup.com/investor/corporate-documents, and at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG.  The Prospectus and Notice of General Meeting is being posted to shareholders today.  A copy of the document has been submitted to the National Storage Mechanism and will shortly be made available for inspection at www.morningstar.co.uk/uk/NSM.

Pursuant to the Placing, the Group has conditionally agreed to issue 67,865,022 new Ordinary Shares of £0.0025 each ('Ordinary Shares') in the share capital of the Group (the 'Placing Shares') at a price of 3 pence per Placing Share. The Placing has raised gross proceeds of £1.871 million for the Group and, as part of the Placing, the Group has also agreed to convert existing debt of £164,951 into equity by the issue of 5,498,357 Placing Shares, bringing the aggregate value to the Group of the Placing to £2.036 million gross. Net proceeds receivable by the Group will be approximately £1.641 million.

A placing agreement ('Placing Agreement') has been entered into today with Shard Capital Partners Limited and Smaller Company Capital Limited in respect of 66,133,333 Placing Shares (the remaining 1,731,680 Placing Shares being subscribed for directly with the Group). The Placing is not being underwritten.

The Group proposes to use the net proceeds of the Placing to provide working capital for the Group and for the expansion and development of the WideCells, CellPlan and Wideacademy brands and products. Further details of the proposed use of proceeds are set out in the Prospectus.

Additionally, the Group has agreed to issue 833,333 new Ordinary Shares at the Placing Price (the 'Fee Shares') to Align Research in payment of fees.

The Placing Shares and the Fee Shares will rank pari passu with the Group's existing issued Ordinary Shares.

The Placing is conditional upon, amongst other things, the approval by shareholders of resolutions (the 'Resolutions') to be proposed at a general meeting of the Group to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 9.00am on Thursday 28 June 2018 (the 'General Meeting'), the Placing Agreement becoming unconditional and not being terminated in accordance with its terms, and admission of the Placing Shares and the Fee Shares to the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities ('Admission') becoming effective by 8.00 am on 29 June 2018.  

 The expected timetable of events is as follows:

Despatch of Prospectus, Notice of General Meeting and Form of Proxy	12 June 2018
Latest time and date for receipt of Forms of Proxy	9.00 a.m. on 26 June 2018 or not less than 48 hours before any adjournment of the General Meeting
General Meeting	9.00 a.m. on 28 June 2018
Admission, completion of the Placing and commencement of unconditional dealings in Placing Shares and the Fee Shares	8.00 a.m. on 29 June 2018

Recommendation and voting at the General Meeting

The Group provided the market with an update on its financial position on 11 June 2018.

The Directors consider that the terms of the Placing are in the best interests of the Group and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions necessary to implement the Placing as they intend to do in respect of their own beneficial holdings of Ordinary Shares, representing approximately 25.8% of the Group's existing issued Ordinary Shares.

**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). On publication of this announcement, this inside information is now considered to be in the public domain.

 

END

 

 

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