Equity Placing

RNS Number : 5498Y

MyCelx Technologies Corporation

02 December 2014

 

Not for release, publication or distribution directly or indirectly, in whole or in part, in or into or from the United States of America, its territories and possessions, any state of the United States and the District of Columbia (collectively, the "United States"), Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This press release does not constitute or form a part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in MYCELX Technologies Corporation ("MYCELX" or the "Company").

THE COMPANY'S COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR ANY STATE SECURITIES LAWS (THE "STATE ACTS") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE US SECURITIES ACT AND ANY APPLICABLE STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND ANY APPLICABLE STATE ACTS IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE COMPANY'S COMMON SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.

MYCELX Technologies Corporation

("MYCELX" or the "Company") (AIM: MYX)

2 December 2014

Equity Placing

Placing of new Common Shares

MYCELX Technologies Corporation ("MYCELX" or the "Company"), the clean water technology and engineering company providing patented solutions for commercial industrial markets worldwide, today announces that it has initiated and commenced closing of a private placement (the "US Placing") of shares of common stock of US$0.025 par value ("Common Shares"), in accordance with Regulation D of the US Securities Act of 1933, as amended ("Regulation D"), to raise up to US$2 million.

The US Placing will be open until 31 December 2014, but the Company announces today that as of this morning at the US Placing's first closing it has received commitments to subscribe for Common Shares in the US to raise up to US$1 million in aggregate.  Confirmed subscribers participating in the purchase of Common Shares in the US Placing ("Subscribers") include all current directors of MYCELX and one other "accredited investor" under US securities laws who qualifies for purchase under Regulation D. Other "accredited investors" are expected to participate in the US Placing prior to its final closing.

As announced on 19 November 2014, the Company has been exploring possible funding options to finance its continued future growth.  The Board has determined that the raising of new equity capital through a placing of new Common Shares provides the optimum solution to support the Company's future development.

As such, the Company confirms that it is presently seeking to raise up to an additional US$10m through a separate equity placing to UK investors (the "UK Placing"). The net funds raised from the US Placing and the UK Placing will be used to fund investment in the fast-to-market lease fleet, to strengthen the balance sheet and for general working capital purposes.

In no event will the information contained in this press release constitute an offer to sell or a solicitation of an offer to buy any Common Shares in the US Placing or the UK Placing.

Subscriptions by Directors

The Company announces that it has received notifications from the following directors of their subscriptions under the US Placing for new Common Shares:

Director	Aggregate value of Common Shares to be acquired (US$)	Number of Common Shares to be acquired*
T Eggar	$120,000	30,000
C Mixon	$110,000	27,500
H Alper	$50,000	12,500
M Clark	$100,000	25,000
B Rochester	$130,000	32,500
S Griffith	$240,000	60,000

*Based on the initial Placing Price of US$4.00 per share, which will be adjusted downwards as set out below following the UK Placing so as to ensure equality of placing prices between the US and UK Placings.

Placing Price

In the event that between 1 December 2014 and 31 December 2014 (inclusive) the Company sells and issues new Common Shares (other than shares issued upon exercise of options or awards issued by the Company prior to 1 December 2014), including in connection with the UK Placing, for a price per share of less than US$4.00 (or its equivalent in sterling based on exchange rates published by Bloomberg at the time of placement of such other shares), then (i) the Company has agreed to refund to Subscribers in the US Placing the difference between the base price of US$4.00 per share and the lesser gross price per share paid by the other purchaser(s) of such shares and (ii) the Directors have agreed to apply the full amount of such refund to purchase additional Common Shares at that later price, so that the monetary proceeds received by the Company from each Director for the sale of Common Shares in the US Placing remains constant.  Through this mechanic, the Company expects that the price per Common Share of the UK Placing will be used as the effective price of the US Placing.

Admission to AIM

Following completion of the UK Placing, application will be made to the London Stock Exchange for the admission of the new Common Shares to be issued under the US Placing and the UK Placing to trading on AIM and a further announcement will be made at that time. In the event that between completion of the UK Placing and 31 December 2014 (inclusive) the Company issues new Common Shares, an additional application will be made to the London Stock Exchange for the admission of these additional new Common Shares to trading on AIM and a further announcement will be made at that time. The new Common Shares will, when issued, rank pari passu with the existing Common Shares of the Company.

Connie Mixon, CEO of MYCELX, commented; "The Directors are delighted to support this fundraising. There are real opportunities of scale available to MYCELX in both the short and medium term and funds raised through the US Placing and the forthcoming UK Placing will allow us to continue to drive growth and invest in our fast-to-market lease program."

Recent European Regulatory Developments

The Council of the European Union adopted Regulation 909/2014 (the "CSD Regulation"), which will impact the settlement of securities traded on the London Stock Exchange (the "Exchange"), on 23 July 2014. The CSD Regulation requires in part that, where transactions in transferable securities take place on a trading venue, the relevant securities should be recorded in book entry form in a central securities depository on or before the intended settlement date (unless already so recorded).

This requirement applies irrespective of whether the security is currently eligible for electronic settlement or not and applies to all transactions executed under the rules of the Exchange. On 18 September 2014, the Exchange published a market notice indicating that it intended to amend its rules which would become effective on 5 January 2015 in order to ensure that all securities traded on the Exchange settle electronically in book entry form.  On 27 November 2014, the Exchange published a further market notice indicating that the commencement date for compliance with the requirement noted above for transactions in 'Regulation S, Category 3' securities, such as the Common Shares to be issued in the US Placing and the UK Placing, will be deferred until 1 June 2015.

Investors participating in either the US Placing or the UK Placing will receive shares in certificated form to facilitate the inclusion of required restrictive legends which cannot currently be applied to securities recorded in book entry form in the UK. The Exchange intends to continue to work with issuers and other market participants to provide a mechanism to facilitate the application of such restrictive legends to securities in book entry form on or prior to the revised 1 June 2015 deadline.

However, as of the date of this announcement, a mechanism has not yet been established, and there is a possibility that, if no mechanism is implemented by 1 June 2015, AIM may require that shares of common stock in the Company held in certificated form (such as the Common Shares to be issued in the US Placing and the UK Placing) be suspended from trading. Following the expiration of the one year Regulation S distribution compliance period, the shares of common stock in the Company held in certificated form should, at each holder's option, and subject to such holder providing the Company's registrars with certain certifications and documentation, be eligible for conversion to book-entry format, which book-entry shares would be eligible for trading on AIM with settlement in CREST.

During any period of suspension as referred to above, the Company would remain quoted as its line of stock represented by depositary interests would continue to be listed and traded on AIM. In addition, during such period of suspension, transactions in certificated Placing Shares may be negotiated and settled privately, provided they are reported to AIM.

For further information please contact:

MYCELX Technologies Corporation                          Connie Mixon, CEO                                                             Tel: [phone] Mark Clark, CFO
Numis Securities Limited                                                   Tel: [phone] Corporate Finance Stuart Skinner Nathaniel Janks
Corporate Broking James Black Ben Stoop
Bell Pottinger                                                                     Tel: [phone] Nick Lambert Henry Lerwill

 

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