Purchase of Fruitflow® II SD & royalty payment

Provexis PLC

18 December 2024

 

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

18 December 2024

Provexis plc

('Provexis' or the 'Company')

Purchase of Fruitflow® II SD from dsm-firmenich,

payment of royalty to dsm-firmenich and issue of equity

Total voting rights

Provexis, the business that develops, licenses and sells the proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient, is pleased to announce it has agreed to purchase a further batch of Fruitflow II SD ('Fruitflow') inventory from dsm-firmenich, to satisfy increasing demand for Fruitflow.

Under a Transfer of Business Agreement between Provexis and dsm-firmenich, which Provexis announced on 22 June 2022, a royalty is payable to dsm-firmenich based on the gross profits generated from Fruitflow sales to customers transferred to the Company from dsm-firmenich. The royalty is payable throughout the four years from 1 January 2023 to 31 December 2026.

Provexis and dsm-firmenich have agreed that the estimated royalty for the two years ended 31 December 2024 will be settled in new ordinary shares of 0.1p each in the Company (the 'New Provexis Shares'). This will help the Company to fund a wholly new production run of Fruitflow which will be required in the early months of 2025.

The inventory purchase and two-year royalty payment total £564,033, payable to dsm-firmenich, and Provexis has agreed to issue 82,945,984 New Provexis Shares to dsm-firmenich in satisfaction of this amount.

The Company and dsm-firmenich agreed a valuation of £564,033 for the 82,945,984 New Provexis Shares, based on the 0.68 pence closing mid-market price per Ordinary Share on 6 December 2024.

The 82,945,984 New Provexis Shares were valued at £580,622 at the 0.70 pence closing mid-market price per Ordinary Share on 17 December 2024, being the latest practicable date prior to this announcement, and they represent 3.67% of the Company's existing issued share capital.

An application has been made to the London Stock Exchange for the 82,945,984 New Provexis Shares to be admitted to trading on AIM. It is expected that admission will become effective and that trading in the New Provexis Shares will commence on or around 24 December 2024 ('Admission').

Following Admission, the Company's enlarged issued share capital will comprise 2,345,891,239 ordinary shares with voting rights. The Company does not hold any shares in treasury. This figure of 2,345,891,239 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 Guidance and Transparency Rules.

It has been agreed with dsm-firmenich that the 82,945,984 New Provexis Shares will be issued to DSM Venturing BV, a significant existing shareholder in Provexis. Following the issue of the 82,945,984 New Provexis Shares, DSM Venturing BV will hold 256,743,074 shares, which will be 10.94% of the Company's enlarged issued share capital.

Ian Ford, CEO of Provexis, commented:

'We are delighted to have completed this further purchase of Fruitflow inventory from dsm-firmenich, along with payment in new shares of the estimated royalty due to dsm-firmenich for the two years ended 31 December 2024. This will help the Company to fund a wholly new production run of Fruitflow which will be required in the early months of 2025.

The further purchase of Fruitflow inventory announced today has been made to satisfy an increasing demand from customers of Provexis for Fruitflow, and it reflects the positive momentum that Provexis has enjoyed since initiating the process to transfer customers from dsm-firmenich to the Company in January 2023. Provexis and dsm-firmenich have acted in commercial partnership for Fruitflow since 2010, and the Company would like to thank dsm-firmenich for its continued support.'

For further information please contact:

Provexis plc Ian Ford, CEO Dawson Buck, Chairman	Tel:         [phone]                 [e-mail]
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Liz Kirchner / Lauren Wright	Tel:         [phone]

Notes for editors

About Provexis plc

AIM quoted Provexis is focused on the development, licensing and sales of its proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient.

Fruitflow is a natural, breakthrough ingredient that helps with platelet aggregation. This helps promote normal blood flow and circulation, which in turn benefits cardiovascular health. Fruitflow helps the platelets to circulate freely and smoothly throughout your blood, without sticking to one another or to the blood vessels themselves. Freely flowing blood helps reduce stress on your cardiovascular system.

Fruitflow is a highly concentrated form of bioactives which is lycopene-free and contains over 30 known anti-platelet compounds. Published clinical studies have shown that Fruitflow works to maintain healthy blood flow in a similar way to 75mg aspirin but with a milder and reversible action; Fruitflow has a similar antiplatelet effect to a single dose of aspirin - but when taken daily, it has none of aspirin's side effects.

The science behind Fruitflow has been validated by leading peer review publications and regulatory authorities. Fruitflow is the only natural antiplatelet to have a health claim approved by the European Food Safety Authority, stating that 150mg of Fruitflow 'helps maintain normal platelet aggregation, which contributes to healthy blood flow'.

Fruitflow has a number of specific health benefits which have been reflected in separate patent filings for the use of Fruitflow in:

·    mitigating exercise-induced inflammation;

·    managing blood pressure;

·    protecting against the adverse effects of air pollution on the body's cardiovascular system. Laboratory work has shown that Fruitflow can reduce the platelet activation caused by airborne particulate matter, such as that from diesel emissions, by approximately one third; and

·    conferring health benefits in modulating the gut microbiome of humans, to include a reduction in TMAO, following the completion of a successful human study which is further detailed here www.dsm.com/human-nutrition/en/talking-nutrition/press-releases/2023-01-20-new-study-reveals-dsms-fruitflow-activates-gut-heart.html.

Provexis sells a high quality dietary supplement product containing Fruitflow and Omega-3 from its website www.fruitflowplus.com on a mail order basis. The product is also available to purchase from Amazon.co.uk.

Provexis has been working with BYHEALTH, a circa £2bn listed Chinese dietary supplement business, for more than eight years to support the planned launch of a number of Fruitflow based products in the Chinese market. Clinical studies conducted in China are typically required to obtain the necessary regulatory clearances in China, and a significant investment in eight separate Fruitflow studies has been undertaken at BYHEALTH's expense. Completed studies have shown excellent results in use for Fruitflow, and they provide strong evidence for the efficacy of Fruitflow on platelet function.

The Chinese regulatory system for functional health food ingredients, such as Fruitflow, is governed by the State Administration for Market Regulation (the 'SAMR') and it is based on a defined list of permitted health function claims which brand owners are permitted to use on product labels.

In August 2023 the Company was delighted to report that BYHEALTH had submitted: i) the first application for a new permitted health function claim and ii) some related product registration applications.

The significance of these major developments for Fruitflow in China is further outlined here www.nutraingredients-asia.com/Article/2023/09/05/china-set-to-approve-new-function-claims-for-health-foods#. BYHEALTH has noted that it has been working on the project since 2015, with 'tens of millions of funds' (RMB) invested by BYHEALTH in the research and development work.

Provexis was founded in 1999 and is headquartered in Reading, Berkshire. Provexis' shares are traded on the AIM market of the London Stock Exchange under the ticker symbol PXS.

For further information, please visit www.provexis.com and www.fruitflowplus.com.

 

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