9 September 2024
ANANDA DEVELOPMENTS
PLC
("Ananda"
or the "Company")
Placing and Subscription to
raise c.£2.15 million
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 £2,145,861 from new and
existing shareholders by way of a placing and subscription
(together the "Fundraise") of new Ordinary Shares at a price of 0.3
pence per share (the "Issue Price").
Highlights:
·
Ananda has successfully raised gross proceeds of
£2,145,861 including a £2,040,800 subscription by Charles Morgan,
the Company's Chairman
·
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 Australia and general
working capital
·
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 0.2 pence each in the capital of the
Company ("Ordinary Shares) (the "Placing Shares"), to raise £30,000
("Placing") and a subscription of 705,287,000 Ordinary Shares (the
"Subscription Shares"), to raise £2,115,861 (the "Subscription"),
which includes a subscription by Charles Morgan, Chairman of the
Company, for £2,040,800, both at the Issue Price.
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 £100,000
(before expenses) at the Issue Price.
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 Australia
·
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 £1,898,832 and the debt owed to
Melissa Sturgess is £10,096. Assuming the Company receives its
required share authorities at the upcoming GM, a total of
636,309,333 Ordinary Shares will be issued in accordance with the
Proposed Debt Capitalisation. Charles Morgan will receive
632,944,000 Ordinary Shares following the capitalisation and will
therefore hold 2,428,875,896 Ordinary Shares in the Company,
representing 57.43 per cent. of the share capital as enlarged by
the Fundraise and Proposed Debt Capitalisation only. Melissa
Sturgess will receive 3,365,333 Ordinary Shares following the
capitalisation and will therefore hold 420,367,118 Ordinary Shares
in the Company, representing 9.94 per cent. of the share capital as
enlarged by the Fundraise and Proposed Debt Capitalisation
only.
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 0.3 pence each. 76,666,666 of the
Options will be exercisable immediately with the remainder vesting
over 3 years at 12-month intervals. Jack Morgan's existing option
agreement for 30,000,000 options has been mutually terminated and
the options cancelled.
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
Finance Director
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 0.2 pence each
GB00BDQPXQ60
|
|
b)
|
Nature of
the transaction
|
Subscription for cash
|
|
c)
|
Price(s)
and volume(s)
|
680,266,667
Ordinary Shares at 0.3 pence per share
|
|
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 0.2 pence each
GB00BDQPXQ60
|
|
b)
|
Nature of
the transaction
|
Capitalisation of Debt
|
|
c)
|
Price(s)
and volume(s)
|
1.
632,944,000 Ordinary shares at 0.3 pence per share
2.
3,365,333 Ordinary shares at 0.3 pence per share
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
636,309,333
Ordinary shares at 0.3 pence per share
|
|
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. 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 0.2 pence each
GB00BDQPXQ60
|
|
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 0.3 pence each
|
|
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 0.2 pence each
GB00BDQPXQ60
|
|
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 0.4 pence per
warrant.
|
|
e)
|
Date of the
transaction
|
09/09/2024
|
|
f)
|
Place of
the transaction
|
Off
Market
|
https://investors.anandadevelopments.com/link/4r8oze