WRAP Retail Offer for up to £1,000,000
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY MAREX FINANCIAL WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FCA registration number 442767).
3 September 2026
Renalytix plc
("Renalytix" or the "Company")
WRAP Retail Offer for up to £1,000,000
Renalytix is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £1,000,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of £0.0025 each in the capital of the Company (the "Ordinary Shares"). Under the WRAP Retail Offer up to 16,666,666 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of £0.06 (6 pence) per share.
In addition to the WRAP Retail Offer and as announced at 7 a.m. on 3 September 2026, the Company has also raised £10.1 million gross proceeds through a placing announced at 07:01 a.m. on 1 September 2026 (the "Placing Announcement") (the "Placing") of new Ordinary Shares (the "Placing Shares") and a subscription (the "Subscription") for new Ordinary Shares (the "Subscription Shares") (together, the "Fundraise") at an issue price of £0.06 (6 pence) per Placing Share (the "Placing Price"), of which £0.9m is conditional upon the passing of certain resolutions at a General Meeting of the Company (further details of which are set out below).
The Placing Price represents a premium of approximately 44.6 per cent. to the mid-market closing price of 4.15 pence per Ordinary Share on 28 August 2026 and a premium of 139 per cent. to the Company's 90 day closing average share price as of 28 August 2026 (being the latest practicable date prior to the Placing Announcement). The issue price of the WRAP Retail Offer Shares is equal to the Placing Price.
The Fundraise will be completed in two tranches, with the first tranche consisting of 109,082,253 Placing Shares (the "First Tranche Placing Shares") and the issue of 57,729,741 new Ordinary Shares (the "Conversion Shares") to a fund advised by Heights Capital Management Inc on conversion of US$4.69 million of non-amortizing senior convertible bonds (the "Conversion"). The second tranche will consist of the issue of up to 8,583,332 Placing Shares (the "Second Tranche Placing Shares") and the Subscription Shares together with the Retail Offer Shares.
The First Tranche Placing Shares, Second Tranche Placing Shares, Subscription Shares, Retail Offer Shares and Conversion Shares, together being the "New Ordinary Shares".
The Placing Announcement details the terms of the Placing and sets out the reasons for the Placing and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Placing.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer.
The issue of the Retail Offer Shares (and the Second Tranche Placing Shares and the Subscription Shares) is conditional upon, inter alia, the passing of certain resolutions to be put to shareholders of the Company at a General Meeting, which is expected to be held at the Company's solicitors registered office at such date and time to be fixed and announced by the Company in due course. The WRAP Retail Offer, the Placing, the Subscription and the Conversion are additionally all conditional on the New Ordinary Shares being admitted to trading on the AIM Market ("AIM") of the London Stock Exchange plc ("Admission"). It is anticipated that Admission will become effective and that dealings in the First Tranche Placing Shares and the Conversion Shares will commence on AIM at 08:00 a.m. on 8 September 2026 and for all other New Ordinary Shares, Admission is expected to become effective with dealings commencing on AIM at 08:00 a.m. on 29 September 2026.
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.
Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of the Company, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.
The WRAP Retail Offer is expected to close at 4:00 p.m. on 7 September 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 8 September 2026.
To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The WRAP Retail Offer is offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
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Renalytix plc |
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James McCullough, CEO Julian Baines, Chair |
Via Walbrook PR
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SP Angel Corporate Finance LLP (Nominated Adviser, Joint Broker) |
Tel: +44 (0)20 3470 0470 |
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David Hignell / Jen Clarke / Vadim Alexandre |
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Oberon Capital (Joint Broker and Sole Bookrunner) |
Tel: +44 (0)20 3179 5300 |
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Mike Seabrook / Nick Lovering / Heena Karani |
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Winterflood Retail Access Platform |
WRAP@winterflood.com |
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Sophia Bechev, Kaitlan Billings |
Tel: +44 (0)20 3100 0214 |
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Walbrook PR Limited |
Tel: +44 (0)20 7933 8780 or renalytix@walbrookpr.com |
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Paul McManus / Alice Woodings |
Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654 |
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Further information on the Company can be found on its website at www.renalytix.com
The Company's LEI is 213800NTOH3FK3WER551
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
This announcement, which has been prepared by and is the sole responsibility of the Company has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") by Marex Financial ("MF"), which is authorised and regulated by the Financial Conduct Authority.
The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF's registered address is at 155 Bishopsgate, London, EC2M 3TQMF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of New Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and MF expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Ordinary Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
SP Angel Corporate Finance LLP (the "Nominated Adviser") is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser to the Company in connection with the Placing. The Nominated Adviser has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by the Nominated Adviser for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of the Nominated Adviser as the Company's Nominated Adviser under the Market Rules for Companies and the Market Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Oberon Investments Limited t/a Oberon Capital (the "Broker") is authorised and regulated by the FCA in the United Kingdom. The Broker is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the Placing and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Broker by FSMA or the regulatory regime established thereunder, the Broker accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Placing or the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. The Broker accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the WRAP Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
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