Results of placing

RNS Number : 5434M

Provexis PLC

31 July 2017

 

31 July 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

Provexis plc

Results of placing

Provexis plc ('Provexis' or the 'Company'), the business that develops, licenses and sells the proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient, announced on 28 July 2017 the launch of a Second Subscription to raise approximately £240,000 at 0.50 pence per new ordinary share.

The Company is delighted to announce that it has successfully completed the Second Subscription, conditional on admission to trading on AIM. The Second Subscription received a strong response from investors via PrimaryBid.com and was oversubscribed by over 34%, hence the Company decided to increase the size of the Second Subscription in order to meet this demand.

The gross proceeds of the Second Subscription were £322,100 and the Company will therefore issue and allot a total of 64,420,000 new ordinary shares of 0.1p each ('Second Subscription New Ordinary Shares') to investors to satisfy the fundraising.

First and Second Subscription - total funds raised

The Company confirmed in its results of placing announcement on 10 May 2017 that it had raised gross proceeds of £350,000 at 0.50 pence per ordinary share via a placing of 70,000,000 new ordinary shares of 0.1p each (the 'First Subscription New Ordinary Shares') with new and existing investors.

The Company's confirmation today that it has raised gross proceeds of £322,100 at 0.50 pence per ordinary share in this Second Subscription means that total gross proceeds of £672,100 have been raised across the two placings.

Proceeds from the two placings will be used to provide the Company with additional working capital to support its growth plans over the coming years, to include the research and collaboration agreement announced in April 2017 with BY-HEALTH for Fruitflow®. BY-HEALTH is a substantial Chinese listed dietary supplement business which is currently valued in excess of £2.3bn.

The Company issued a trading update on 10 May 2017 at www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PXS/13220035.html and a funding update on 3 July 2017 at www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PXS/13280648.html . These announcements included confirmation of significant progress for the business across a number of areas.

Admission and total voting rights

The Second Subscription New Ordinary Shares have been issued at a gross 0.50p per share, and rank pari passu in all respects with the existing ordinary shares of 0.1p each in Provexis.

The Placing represents a gross discount of 3.8 per cent to the closing mid-market price per Ordinary Share on 28 July 2017, being the latest practicable date prior to this announcement.

Application will be made to the London Stock Exchange for the 64,420,000 Second Subscription New Ordinary Shares to be admitted to trading on AIM. It is expected that the admission will become effective and that trading in the New Provexis Shares will commence on 4 August 2017 ('Admission').

Following Admission, the Company's enlarged issued share capital will comprise 1,885,238,174 ordinary shares with voting rights. The Company does not hold any shares in treasury. This figure of 1,885,238,174 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.

HMRC - Enterprise Investment Scheme

The Directors believe that subscriptions through the PrimaryBid.com platform should be eligible (subject to the individual circumstances of each investor subscribing for Second Subscription New Ordinary Shares) for tax reliefs for new shareholders under the Enterprise Investment Scheme ('EIS') and for investment by Venture Capital Trusts ('VCT').

The Company noted in its announcement of 3 July 2017 that the November 2015 changes to the EIS rules included a restriction on existing shareholders claiming EIS relief, which means that an existing shareholder will only be able to claim relief if all of their existing shares:

•          Were issued under EIS; or

•          Are subscriber shares i.e. original shares issued by the Company on incorporation

The Company has obtained advance assurance from HMRC that shares in the Company represent a qualifying investment for a VCT and qualify for EIS tax reliefs. The Directors are not aware of any change in the qualifying conditions or the Company's circumstances that would prevent the Second Subscription New Ordinary Shares from being eligible VCT and EIS investments on this occasion. It should be noted that receipt of advance assurance is not a guarantee that the Second Subscription New Ordinary Shares will qualify as a qualifying investment for a VCT or qualify for EIS tax reliefs.

Now that the Second Subscription has been completed the Company intends to file a form EIS1 with HMRC in the near future, which will include a list of investors who have applied for relief under

EIS. The Company will then await HMRC's approval to distribute to all qualifying investors a Form EIS3 which would set out the amount invested and would state that the investment is eligible for tax relief.

Preliminary announcement and AGM

The Company intends to announce its preliminary results for the year ended 31 March 2017 on Thursday 7 September 2017.

Provexis expects to hold its AGM in London on Tuesday afternoon 3 October 2017. Formal notice of the Company's AGM, to include the meeting's timing and venue, will be issued after the preliminary results for the year ended 31 March 2017 have been announced.

On 31 July 2017 the Company granted a total of 13,000,000 new options over Ordinary Shares ('Options') under the Provexis 2005 share option scheme to certain scientific, sales and marketing consultants to the Company. The options have an exercise price of 0.52 pence, being the closing mid-market price on 28 July 2017. The Options are exercisable between 3 and 10 years from date of grant and are subject to performance criteria, including share price appreciation.

The Company believes the grant of these new Options will closely align the interests of the scientific, sales and marketing consultants to the Company with those of shareholders.

Following the issue of the new Options the total number of Ordinary Shares under option which could be issued if all of the performance criteria are met is 151,617,620 Ordinary Shares.

Dawson Buck, Chairman of Provexis, commented:

'The Board is delighted to report that the First and Second Subscriptions have raised a total of £672,100.

The funds raised will be used to provide the Company with additional working capital to support its revenue growth plans over the coming years, to include the research and collaboration agreement announced in April with BY-HEALTH for Fruitflow, and the other strongly positive announcements and initiatives which the Company set out in its recent trading update. The funds will also considerably strengthen the Group's balance sheet.

The Company highly values its private investor base and it was delighted to be able to provide private investors with an opportunity to participate in the Second Subscription at 0.50 pence per share through the PrimaryBid.com platform.'

This announcement contains inside information.

ends-

For further information please contact:

Provexis plc                                                     Tel:      [phone]

Dawson Buck, Chairman                                             [e-mail]

Ian Ford, Finance Director

Cenkos Securities plc                                      Tel:      [phone]

Bobbie Hilliam

PrimaryBid Limited                                          Tel:      [phone]

Dave Mutton

Notes for editors

About Provexis plc

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

In May 2009, the Company's Fruitflow® technology was the first to be substantiated by the European Food Safety Authority ('EFSA') under the new Article 13(5) for proprietary and emerging science. In December 2009 the European Commission authorised the health claim 'Helps maintain normal platelet aggregation, which contributes to healthy blood flow', which was the first wording to be authorised under Article 13(5).

In June 2010 it was announced that the Company had entered into a long-term Alliance Agreement with DSM Nutritional Products to commercialise Fruitflow®, and in June 2015 the Company confirmed it had agreed significantly enhanced financial terms for its Alliance Agreement with DSM for Fruitflow®.

The Company's Alliance partner DSM Nutritional Products has developed the market actively for the Company's novel, patented Fruitflow® heart-health ingredient in all global markets, with over 50 regional consumer healthcare brands now having been launched by direct customers of DSM, and with a number of further regional brands having been launched through DSM's distributor channels.

An increasing number of further commercial projects have been initiated by DSM with prospective customers, including some prospective customers which are part of global businesses, with good prospects for these projects to be launched as consumer products. Interest in the technology exists in all major global markets.

In June 2016 the Company launched a high quality dietary supplement product containing Fruitflow® and Omega-3 which is being sold initially from a separate, dedicated website www.fruitflowplus.com on a mail order basis.

The Company conducted a Key Opinion Leaders' roundtable event for Fruitflow® in London on 29 September 2016, focussed on raising awareness of the importance of blood flow in cardiovascular health, and the effectiveness of dietary antiplatelets. The roundtable was attended by key scientists from Provexis and DSM, along with a number of interested health care professionals with close links to the media. The event was recorded and a video for Fruitflow® + Omega-3 capsules targeting prospective consumers can be seen here www.youtube.com/watch?v=P3HCSdyupEY&t=48s

The Company and DSM are keen to secure greater medical advocacy for Fruitflow® and the roundtable event forms part of this strategy.

The roundtable event is being supported by a broader consumer PR campaign, and the Company's Fruitflow® + Omega-3 dietary supplement product has featured in a number of recent articles in the UK national press which can be seen here www.fruitflowplus.com/fruitflow-in-the-media

The Company has been engaged in a two stage collaboration agreement with the University of Oslo to undertake further research into the relationship between Fruitflow® and blood pressure regulation. In December 2016 the Company announced the results from the second stage of the collaboration, a pilot study which indicated that a standard dose of Fruitflow® in powder format significantly lowered average 24-hour systolic blood pressure compared to placebo. Both systolic and diastolic blood pressure were shown to be significantly lower whilst trial subjects were awake, a clinically relevant reduction in blood pressure which is expected to be of interest to a large number of consumers and patients with a wide range of cardiovascular conditions.

In April 2017 the Company announced that it had entered into a memorandum of understanding with BY-HEALTH Co., Ltd ('BY-HEALTH') which is intended to result in a research and collaboration agreement with BY-HEALTH for Fruitflow®. The Company also confirmed separately that Provexis and DSM are working with BY-HEALTH to support the planned launch of some Fruitflow® based products in the Chinese market, with the first launch envisaged in the second half of 2017.

BY-HEALTH is a substantial Chinese listed dietary supplement business which is currently valued in excess of £2.3bn.

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

 

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