Ananda Developments - Placing and Subscription to raise c.£2.15 million
Announcement provided by
Ananda Developments Plc · ANA09/09/2024 10:30
9 September 2024
ANANDA DEVELOPMENTS PLC
("Ananda" or the "Company")
Placing and Subscription to raise c.
Launch of WRAP Retail Offer
Proposed Debt Capitalisation
Ananda Developments plc (AQSE: ANA), a life sciences company focused on the research and clinical development of CBD-based therapies for a range of complex inflammatory pain conditions, is pleased to announce that it has successfully raised gross proceeds of
Highlights:
· Ananda has successfully raised gross proceeds of
· In addition to the Fundraise, the Company intends to offer additional shares to existing shareholders through a retail offering on the Winterflood Retail Access Platform
· Charles Morgan and Melissa Sturgess (CEO) have also agreed to capitalise all unsecured debt owed to them, subject to additional share authorities being granted at an upcoming general meeting, which will significantly strengthen the Company's balance sheet
· Proceeds of the Fundraise will be used to manufacture MRX1 for CIPN and Endometriosis Phase II studies, execute a pharmacokinetic study for MRX1 in
· The Company has also issued options to key management personnel
Melissa Sturgess, CEO of the Company, commented on the Fundraise: "This significant equity investment from the Company's Chairman and other investors places us in a very strong position to progress our clinical trials and achieve significant value accretive milestones. We look forward to updating shareholders with our progress and remain committed to getting our MRX1 drug candidate through the trials, through licencing and into the NHS and other licenced drug markets."
Placing and Subscription
The Fundraise comprises a placing of 10,000,000 ordinary shares of
WRAP Retail Offer
In addition to the Placing and Subscription, the Company intends to issue up to 33,333,333 new Ordinary Shares to existing shareholders via the Winterflood Retail Access Platform (the "WRAP Retail Offer") to raise up to
The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Fundraise. A further announcement will be made by the Company shortly regarding the WRAP Retail Offer and its terms and conditions. The WRAP Retail Offer is expected to open at 11.30 a.m. on 9 September 2024 and close at or around 4.30 p.m. on 13 September 2024.
The net proceeds of the Placing and Subscription will be used for:
· Manufacture of MRX1 drug candidate for Chemotherapy Induced Peripheral Neuropathy & Endometriosis Phase II studies;
· Execution of a pharmacokinetic study for Ananda's leading drug candidate MRX1 in
· Further pre-clinical Heart Fibrosis with preserved Ejection Fraction studies;
· Regulatory guidance for MHRA, NICE & NHS approvals and planning for further Phase II & III studies;
· Commencement of a partnering strategy for further studies;
· Initial planning for Phase III studies; and
· General Working Capital
Proposed Debt Capitalisation
In order to provide the Company with the best possible foundation for its future, Charles Morgan and Melissa Sturgess, have both agreed to capitalise all of the unsecured debts owed to them by the Company on the exact same terms as the Fundraise and the WRAP Retail Offer ("Proposed Debt Capitalisation"). This capitalisation will, however, remain subject to the required authorities to allot shares in the Company at the next General Meeting ('GM'), notice of which will be announced in due course.
The debt, principal and interest, owed to Charles Morgan is currently
Related Party Transactions
Charles Morgan's participation in the Subscription is deemed to constitute a related party transaction for the purposes of the AQSE Rules. The Directors of the Company who are independent of the transaction, namely John Treacy, Clive Page and Stuart Piccaver (the "Independent Directors"), having exercised reasonable care, skill, and diligence, consider that Charles Morgan's participation in the Subscription is fair and reasonable as far as the shareholders of Ananda are concerned. Melissa Sturgess and Jeremy Sturgess-Smith recused themselves from the deliberations of the Independent Directors by virtue of being deemed members of a concert party which also includes Charles Morgan.
Charles Morgan's and Melissa Sturgess's Proposed Debt Capitalisation are also deemed to constitute related party transactions for the purposes of the AQSE Rules. The Directors of the Company who are independent of the Proposed Debt Capitalisation, namely John Treacy, Clive Page and Stuart Piccaver (the "Independent Directors"), having exercised reasonable care, skill, and diligence, consider that the Proposed Debt Capitalisation is fair and reasonable as far as the shareholders of Ananda are concerned. Jeremy Sturgess-Smith recused himself from the deliberations of the Independent Directors by virtue of being deemed members of a concert party which also includes Charles Morgan and Melissa Sturgess.
Issue Of Options
The Board believes that it is important for the Company's Directors and senior managers to be incentivised, and to align their interests with those of the Company's shareholders. Accordingly, the Company has awarded a total of 256,666,666 options over Ordinary Shares of the Company ("Options") to various Directors, PDMRs and consultants as set out below. This represents the first issue of share options by the Company to any Director since November 2020 and the first ever to an employee of its wholly-owned subsidiary, MRX Medical Limited.
All Options have a ten-year term and have an exercise price of
Following this issue and cancellation of Options, the total number of Options in issue is 272,966,666 equating to 7.6% of the Company's share capital (as enlarged by the Fundraise only) assuming full exercise of all Options.
In summary, under the Company's Enterprise Management Incentives (EMI) Share Option Plan, the Company has issued:
|
|
Tranche 1 |
Tranche 2 |
Tranche 3 |
Tranche 4 |
Total |
|
Jack Morgan |
12,500,000 |
12,500,000 |
12,500,000 |
12,500,000 |
50,000,000 |
|
Nicholas Clarkson |
12,500,000 |
12,500,000 |
12,500,000 |
12,500,000 |
50,000,000 |
Under the Company's non-EMI option scheme, the Company has issued:
|
|
Tranche 1 |
Tranche 2 |
Tranche 3 |
Tranche 4 |
Total |
|
Jeremy Sturgess-Smith |
12,500,000 |
12,500,000 |
12,500,000 |
12,500,000 |
50,000,000 |
|
Melissa Sturgess |
12,500,000 |
12,500,000 |
12,500,000 |
12,500,000 |
50,000,000 |
|
Stuart Piccaver |
2,500,000 |
2,500,000 |
2,500,000 |
2,500,000 |
10,000,000 |
|
Inbar Pomeranchik |
2,500,000 |
2,500,000 |
2,500,000 |
2,500,000 |
10,000,000 |
|
Clive Page |
2,500,000 |
2,500,000 |
2,500,000 |
2,500,000 |
10,000,000 |
|
John Treacy |
2,500,000 |
2,500,000 |
2,500,000 |
2,500,000 |
10,000,000 |
|
Trevor Jones |
16,666,666 |
- |
- |
- |
16,666,666 |
Charles Morgan, Chairman, commented "I am delighted to be able to award these options to our team after a very long closed period in which no incentive plan Options could be granted. They are well deserved and I look forward to the continued contribution each and every Board and team member will continue to make towards Ananda's objective of developing licensed CBD-based drugs which will be available on the NHS and globally."
Prof. Jones has been awarded these options as consideration for his consultancy services provided to the Company and Dr Pomeranchik has been awarded these options as recognition for her six years of commitment and support to the Company.
Transfer of Warrants
As announced on 19 December 2022, Charles Morgan, Chairman of the Company, was issued with, amongst other things, 574,084,000 warrants to subscribe for Ordinary Shares at a price of 0.4p per warrant (the "Warrants").
As part of his personal financial planning, Charles Morgan has transferred 100,000,000 of these Warrants to Jeremy Sturgess-Smith.
Following this transfer, Charles Morgan will hold 336,584,000 Warrants and Jeremy Sturgess-Smith will hold 100,000,000 Warrants.
Admission and Total Voting Rights
An application has been made to the Aquis Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AQSE with effect from 8a.m. on or around 13 September 2024 ("Admission"). The Placing Shares and Subscription Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company will have 3,593,314,906 Ordinary Shares in issue, each share carrying the right to one vote. This figure of 3,593,314,906 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
To stay up to date with the latest developments at Ananda, we encourage you to follow and join our social media channels which are:
· Register at our Investor Hub: https://investors.anandadevelopments.com/s/a66906
· Instagram: https://instagram.com/anandadevelopments?igshid=YmMyMTA2M2Y=
· LinkedIn: https://www.linkedin.com/company/anadevelopments/
· Twitter: https://twitter.com/AnandaPlc
· Investor Meet Company: https://www.investormeetcompany.com/ananda-developments-plc/register-investor
-Ends-
The Directors of the Company accept responsibility for the contents of this announcement.
For more information please contact:
|
InvestorHub Engage with us directly at Ananda Developments Investor Hub
|
Sign up at https://investors.anandadevelopments.com/s/a66906
|
|
ANANDA DEVELOPMENTS PLC Chief Executive Officer Melissa Sturgess
Jeremy Sturgess-Smith
|
+44 (0)7463 686 497 ir@anandadevelopments.com |
|
SP ANGEL CORPORATE FINANCE LLP Corporate Finance Richard Morrison Caroline Rowe |
+44 (0)20 3470 0470 |
|
Corporate Broking Abigail Wayne Rob Rees
|
|
|
Yellow Jersey PR Charles Goodwin Zara McKinlay |
+44 (0)20 3004 9512
|
About Ananda Developments
Ananda is an AQSE-listed life sciences company focused on the research and clinical development of CBD-based therapies for a range of complex inflammatory pain conditions
For further information on the Company visit https://anandadevelopments.com/ or sign up at https://investors.anandadevelopments.com/s/a66906.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
|
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. |
||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
Charles Morgan |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Chairman |
|
b) |
Initial notification /Amendment |
Initial |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|
|
a) |
Name |
Ananda Developments plc |
|
b) |
LEI |
894500DFM8VOC5FW4X47 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of
|
|
b) |
Nature of the transaction |
Subscription for cash |
|
c) |
Price(s) and volume(s) |
680,266,667 Ordinary Shares at |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
|
e) |
Date of the transaction |
09/09/2024 |
|
f) |
Place of the transaction |
Off Market |
|
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. |
||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
1. Charles Morgan 2. Melissa Sturgess |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
1. Chairman 2. CEO |
|
b) |
Initial notification /Amendment |
Initial |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|
|
a) |
Name |
Ananda Developments plc |
|
b) |
LEI |
894500DFM8VOC5FW4X47 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of
|
|
b) |
Nature of the transaction |
Capitalisation of Debt |
|
c) |
Price(s) and volume(s) |
1. 632,944,000 Ordinary shares at 2. 3,365,333 Ordinary shares at |
|
d) |
Aggregated information - Aggregated volume - Price |
636,309,333 Ordinary shares at |
|
e) |
Date of the transaction |
09/09/2024 |
|
f) |
Place of the transaction |
Off Market |
|
|
||
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. |
||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
1. Jeremy Sturgess-Smith 2. Melissa Sturgess 3. Stuart Piccaver 4. Clive Page 5. John Treacy 6. Jack Morgan 7. Nicholas Clarkson |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
1. Finance Director 2. CEO 3. NED 4. NED 5. NED 6. Chief Commercial Officer 7. Chief Research and Development Officer |
|
b) |
Initial notification /Amendment |
Initial |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|
|
a) |
Name |
Ananda Developments plc |
|
b) |
LEI |
894500DFM8VOC5FW4X47 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of
|
|
b) |
Nature of the transaction |
Grant of options |
|
c) |
Price(s) and volume(s) |
1. 50,000,000 2. 50,000,000 3. 10,000,000 4. 10,000,000 5. 10,000,000 6. 50,000,000 7. 50,000,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
230,00,000 Options over ordinary shares with an exercise price of
|
|
e) |
Date of the transaction |
09/09/2024 |
|
f) |
Place of the transaction |
Off Market |
|
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. |
||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
1. Jeremy Sturgess-Smith 2. Charles Morgan |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
1. Finance Director 2. Chairman |
|
b) |
Initial notification /Amendment |
Initial |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|
|
a) |
Name |
Ananda Developments plc |
|
b) |
LEI |
894500DFM8VOC5FW4X47 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of
|
|
b) |
Nature of the transaction |
Transfer/receipt of warrants |
|
c) |
Price(s) and volume(s) |
1. 100,000,000 warrants over ordinary shares received from Charles Morgan 2. 100,000,000 warrants over ordinary shares transferred to Jeremy Sturgess-Smith |
|
d) |
Aggregated information - Aggregated volume - Price |
100,000,000 warrants over ordinary shares . Exercisable at
|
|
e) |
Date of the transaction |
09/09/2024 |
|
f) |
Place of the transaction |
Off Market |
https://investors.anandadevelopments.com/link/4r8oze
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