Placing, proposed acquisition and notice of GM

RNS Number : 2298V

Venture Life Group PLC

20 July 2018

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. 

The information communicated within this announcement is deemed to constitute inside information as stipulated under 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.

Venture Life Group plc

("Venture Life" or "the Company" or "the Group")

Proposed placing of up to 46,875,000 new Ordinary Shares at 40 pence per share

to raise approximately £18.75 million (before expenses)

Proposed acquisition of the Dentyl Business

Proposed repayment of Convertible Bonds and Biokosmes Vendor Loan Notes

Notice of General Meeting

Venture Life (AIM: VLG), the international consumer self-care group focused on developing, manufacturing and commercialising products for the self-care market, is pleased to announce the conditional placing of up to 46,875,000 new Ordinary Shares at a price of 40 pence per Ordinary Share ("the Placing") to raise approximately £18.75 million (before expenses), the proposed acquisition of the Dentyl Dual action mouthwash and BB Mints Business for £4.2 million payable in cash (the "Acquisition") and the proposed repayment of the Convertible Bonds and Biokosmes Vendor Loan Notes for approximately £3.7 million in aggregate.  The balance of the net Placing proceeds will be used to support the continued growth of the business and to explore potential strategic acquisition opportunities.  The Placing has been arranged by Cenkos Securities plc in its capacity as sole bookrunner. 

Highlights

·    Proposed placing, significantly oversubscribed, to raise up to £18.75 million (before expenses) through the issue of up to 46,875,000 new Ordinary Shares at the Placing price of 40 pence per new Ordinary Share

·    Expected net proceeds receivable by the Company from the Placing of approximately £17.5 million;

·    The Acquisition is expected to be earnings enhancing in the first full financial year following completion; and

·    Significant strengthening of the balance sheet with additional cash and repayment of Convertible Bonds and Biokosmes Vendor Loan Notes.

Jerry Randall, CEO of Venture Life commented: "The Dentyl acquisition and the Placing represents a significant step for Venture Life in our strategy to accelerate growth and build on the success of the UltraDEX acquisition and leverage our operating platform.  We are excited about the opportunity that Dentyl brings to the Group and, as with UltraDEX, we expect to be able to reverse the declining sales in the brand and deliver revenue growth in our first full year of ownership.

The additional funds raised through the Placing also enable us to repay certain of our indebtedness and provide cash for working capital purposes to support the enlarged business whilst strengthening our balance sheet and enabling us to evaluate further potential strategic M&A.

We would like to thank both existing and new shareholders for their support."

A General Meeting of the Company will be held at the offices of Simmons & Simmons LLP at CityPoint, One Ropemaker Street, London EC2Y 9SS at 11.00 a.m. on 6 August 2018.

Further details of the Placing are set out below.  Defined terms used in this announcement are set out at the end of the announcement.

A circular, which is expected to be posted to shareholders today (the "Circular") sets outs the background to and reasons for the Placing and will be available on the Company's website: www.venture-life.com

 Contacts:

Venture Life Group PLC		[phone]
Jerry Randall, Chief Executive Officer
Adrian Crockett, Chief Financial Officer
Northland Capital Partners Limited (Nominated Adviser and Joint Broker)		[phone]
Matthew Johnson/Edward Hutton (Corporate Finance)
Vadim Alexandre (Corporate Broking)
Cenkos Securities plc (Joint Broker)		[phone]
Camilla Hume/Mark Connelly (Corporate Finance)
Russell Kerr/Michael Johnson (Sales)
Turner Pope Investments (TPI) Ltd (Joint Broker)		[phone]
Andy Thacker
Walbrook PR	[e-mail] or [phone]
Anna Dunphy	[phone]

 

Introduction

The Company is pleased to announce the terms of a placing to raise up to £18.75 million (before expenses) by the issue and allotment by the Company of up to 46,875,000 new Ordinary Shares at the Placing Price of 40 pence per share. The net proceeds will be used to fund the acquisition of the Dentyl Business, to repay the Convertible Bonds and Biokosmes Vendor Loan Notes, to strengthen the Company's balance sheet to support the continued growth of the business and to explore further strategic acquisition opportunities.

The Placing is conditional, among other matters, on Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and Admission of the Placing Shares to trading on AIM. The Resolutions are contained in the Notice set out at the end of the Circular.

This announcement and the Circular (which it is expected will be posted to Shareholders later today) explain the background to and reasons for the Placing, why the Directors are seeking authority from Shareholders to issue the Placing Shares for cash on a non pre-emptive basis and to recommend that Shareholders vote in favour of the Resolutions.

Summary of VLG

The Group is an international self-care group, focused on the development, manufacture and commercialisation of products for the global self-care market. The Group's strategy is to create value for shareholders by building a leading international self-care business with a portfolio of niche products across a range of therapeutic areas that it distributes through its partners worldwide. The Group has established a vertically integrated platform, with a manufacturing facility in Italy and a network of over 90 distribution partners in over 40 countries, and employs approximately 100 staff between its operations in the UK and Italy. The Group's product range and pipeline currently includes the UltraDEX oral care products range, food supplements for lowering cholesterol and maintaining brain function, dermo-cosmetics for addressing the signs of ageing, and medical devices for onychomycosis (nail fungus), rosacea and haemorrhoids. The Group is now focused on building its strong track record of acquiring "unloved" and under commercialised brands that it can grow internationally using its operating leverage and distribution channels to deliver incremental profit growth in addition to organic growth of its existing business. In the year ended 31 December 2017, VLG reported revenues of £16.1 million (2016: £14.3 million), EBITDA of £1.9 million (2016: £0.8 million) and its maiden pre-tax profit of £0.1 million (2016: loss of £1.1 million).

Background and information on the Dentyl Business

The Dentyl Business consists of two products:

·     Dentyl, a novel two-phase mouthwash product; and

·     BB Mints, a newly launched breath freshening sugar free capsule.

Dentyl

Dentyl is an every-day mouthwash, which the Board believes is in a non-competitive position to the Group's existing oral care product, UltraDEX, and presents the Group with a significant opportunity for long term revenue and margin growth.

Dentyl was sold to Blistex Inc. in 2006 and subsequently acquired by the Vendor in February 2014.

Dentyl is currently a prominent brand in the UK mouthwash market.  It is activated by shaking, with the two phases interacting to create an electrostatic charge, which removes bacteria.  The formulation consists of an aqueous phase, which contains an anti-bacterial agent, and an oil phase, which contains mint oil and it is packaged in a distinctive triangular bottle.

The product is sold in 500 ml, 250 ml and 100 ml bottles and comes in two main flavours, "Smooth Mint" and "Fresh Clove".

Dentyl's 500 ml and 250 ml volumes are manufactured by Robert McBride plc.  Fleet Laboratories Limited ("Fleet"), the Vendor's manufacturing affiliate, currently produces the 100 ml volumes.  The Group plans, concurrent with the completion of the Acquisition, to enter into a manufacturing arrangement with Fleet for Fleet to continue to produce the 100 ml volumes and to act as a back-up producer of certain of VLG's UltraDEX products.

BB Mints

This product, newly launched in 2018, is a sugar free dual action breath and belly freshness capsule.  The product commenced its UK listing in March 2018 in Tesco stores and petrol forecourts.

The BB Mints product is currently manufactured in Japan and packaged in Thailand by Thai Jintan Co. VLG is acquiring from the Vendor a distribution right to sell the BB Mints product in the UK (principally) as part of the Acquisition.

Financial information on the Acquisition

The Dentyl Business derives 95 per cent. of its revenues from the UK and has listings in many of the major UK grocery and pharmacy outlets (excluding Boots) with its top five customers by sales in the financial year ended 31 December 2017 being Tesco, Morrisons, Sainsburys, Asda and Wilkinsons.  South Africa is the largest overseas market representing approximately 2.7 per cent. of revenues in the year ended 31 December 2017 and the only other significant international distribution partner is in China, where a new distributor has recently launched Dentyl.

The trading record of the Dentyl Business for the three years ended 31 December 2017, as extracted from the Vendor's unaudited management accounts, is summarised below:

	Year ended 31 December 2015	Year ended 31 December 2016	Year ended 31 December 2017
	£'000	£'000	£'000
Net revenue	3,235	3,007	2,878
Profit before tax	820	1,334	1,168

Sales of the Dentyl mouthwash have been in decline during recent years, which the Board believes is as a consequence of, among other things, a combination of the following:

·     the Dentyl Business not being a core product for the Vendor;

·     the Vendor lacking clear strategic direction for the product; and

·     a lack of investment within the brand.

The Directors believe that this decline in sales presents a significant opportunity for the Group and that the Company can capitalise on the operating leverage available within the VLG businesses to improve future long term revenues and profitability.  The Board believes that the Acquisition is strategically compelling for the following reasons:

·     the Dentyl brand is well recognised in the UK;

·     the Dentyl Business is complementary and not competitive with UltraDEX due to different target markets;

·     Dentyl and UltraDEX have a complementary retailer channel which presents cross-selling opportunities for the Group;

·     there is scope to expand Dentyl's UK listings and internationalise the brand by partnering in international markets using VLG's network of marketing partners and improving marketing and product innovation; and

·     the Board has identified cost of goods savings that it believes can be made.

In due course, the Directors believe there may also be an additional opportunity to bring the manufacturing of the Dentyl product in house but will evaluate this post Acquisition.

Accordingly, the Directors believe that the Acquisition presents a significant opportunity for the Group to broaden its range of products and enhance its offering to existing and new distribution partners which the Directors expect will increase the Group's revenue growth and profitability. The Acquisition is expected to be earnings enhancing in the first full financial year following completion (i.e. the year ending 31 December 2019).

The Dentyl Business will form part of the Group's business in the UK, so profits earned from the Dentyl Business will pass through the Group's UK business. The Group's UK business currently has £8.6 million of accumulated tax losses, meaning that the profits from the Dentyl Business will be sheltered from tax for some time.

Key Terms of the Proposed Acquisition

The consideration payable for the trade and assets of the Dentyl Business is £4.2 million payable to the Vendor in cash on completion. The principal assets involved in the Dentyl Business comprise stock and tooling used to produce the distinctive shaped bottle of Dentyl mouthwash. VLG's assessment is that not more than £500,000 of this consideration is attributable to the value of assets used in the Dentyl Business.

The terms of the Acquisition are contained in the Acquisition Agreement which includes certain warranties by the Vendor about the Dentyl Business.

These terms include termination rights between signing and closing (i) for VLG in case of material breach of the warranties or the operational covenants by the Vendor involving more than a specified amount; and (ii) for the Vendor if faced with a valid claim for its inadvertent but unremediable breach of its warranties for below this specified amount‎.

Repayment of loan instruments

The Directors propose to repay the following loan instruments out of the net proceeds of the Placing:

Convertible Bonds

In March 2016 the Company issued convertible bonds with a principal value of £1.9 million carrying an annual coupon of 9 per cent. to part fund the acquisition of Periproducts Limited. The Convertible Bonds were issued to a number of bondholders including Jeremy Randall and Gianluca Braguti, both Directors, who each subscribed £200,000. Full repayment of the Convertible Bonds is due on 31 March 2019.

Biokosmes Vendor Loan Notes

In March 2014 at the time of the Company's IPO on AIM, loan notes with a principal value of €2 million carrying an annual coupon of 3 per cent. were issued to the vendors of Biokosmes Srl, including Gianluca Braguti, a Director. The agreements covering these vendor loan notes were subsequently amended such that the latest repayment date of the loan notes was extended from July 2017 to July 2020 and the annual coupon increased from 3 per cent. to 4 per cent. with effect from 1 August 2017.

Approximately £3.7 million of the Placing proceeds is to be applied in repayment of the Convertible Bonds and the Biokosmes Vendor Loan Notes which is expected to result in an annualised reduction in interest expense of approximately £0.3 million.

Use of proceeds

The Directors intend that the net proceeds of the Placing receivable by the Company will be used primarily for the following purposes:

i.     to fund the Consideration;

ii.    to repay the Convertible Bonds and the Biokosmes Vendor Loan Notes;

iii.   to strengthen the Company's balance sheet to support the continued growth of VLG's business; and

iv.   to facilitate the exploration of potential strategic M&A.

The Placing

Subject to the satisfaction of the conditions under the Placing Agreement including, among other matters, the passing of the Resolutions without amendment, the Company will issue up to 46,875,000 new Ordinary Shares which will raise up to £18.75 million, before expenses, and £17.5 million, after the expenses of the Placing (which are estimated to be up to approximately £1.25 million (excluding VAT)). The Placing Shares have been conditionally placed by Cenkos, acting as the bookrunner and as agent for the Company, with institutional and other investors. Application will be made for the Placing Shares to be admitted to trading on AIM, and, on the assumption that, among other matters, the Resolutions are passed, dealings in the Placing Shares are expected to commence on 7 August 2018.

The Placing is conditional, among other things, upon:

·     the Resolutions being passed without amendment;

·     compliance by the Company with its obligations under the Placing Agreement; and

·     Admission of the Placing Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 7 August 2018 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on 21 August 2018).

The Placing Shares will represent approximately 56 per cent. of the Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue and will otherwise rank equally in all other respects with the Existing Ordinary Shares. The Placing Price represents a discount to the closing mid-market price of 3.6 per cent. per Ordinary Share as at 19 July 2018 (being the latest practicable date before the date before the announcement of the Acquisition and Placing).

VLG has also agreed to issue a warrant instrument, on completion of the Placing, granting Cenkos warrants to subscribe for, in total, 2,511,363 Ordinary Shares, being 3 per cent. of the Enlarged Share Capital (and corresponding to £7,534.09 in aggregate nominal value). Each warrant corresponds to one Ordinary Share and is exercisable between the first and fifth anniversaries of the date of the warrant instrument, at the Placing Price (subject to adjustment). Before this first anniversary, these warrants may be cancelled by the Company.

Related Party Transaction

The participation in the Placing by JO Hambro Capital Management Limited ("JO Hambro"), an existing substantial shareholder in the Company, for 4,687,000 Placing Shares at the Placing Price is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. Having consulted with Northland Capital Partners Limited, the Company's Nominated Adviser, the Directors consider that the terms of JO Hambro's participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Immediately following Admission, JO Hambro will hold 9,087,892 Ordinary Shares, representing approximately 10.9 per cent. of the Enlarged Share Capital. 

General Meeting

Part II of the Circular contains the Notice convening the General Meeting which is to be held at the offices of Simmons & Simmons LLP at CityPoint, One Ropemaker Street, London EC2Y 9SS at 11.00 a.m. on 6 August 2018. At the General Meeting the following resolutions of the Company will be proposed:

Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot relevant securities up to an aggregate nominal value of £140,625.

Resolution 2, which will be proposed as a special resolution and which is subject to the passing of Resolution 1, disapplies statutory pre-emption rights, with the authority limited to, among other things, the allotment of equity securities having an aggregate nominal value of £140,625.

Resolution 3, which will be proposed as an ordinary resolution and which is subject to the passing of Resolution 2 but which is separate and additional to the authority granted with Resolution 1, is to authorise the Directors to allot relevant securities up to an aggregate nominal value of £7,534.09, pursuant to the warrant instrument referred to above.

Resolution 4, which will be proposed as a special resolution and which is subject to the passing of Resolution 3, disapplies statutory pre-emption rights, with the authority limited to the allotment of equity securities having an aggregate nominal value of £7,534.09 upon exercise of the rights to Ordinary Shares under this warrant instrument.

These Resolutions are in addition to the authorities granted to Directors at the last Annual General Meeting held on 23 May 2018. Resolution 1 authorises the allotment of such number of new Ordinary Shares as are necessary for the Placing. Resolution 2 authorises the disapplication of statutory pre-emption rights in respect of such number of new Ordinary Shares as are necessary for the Placing. Resolutions 3 and 4 provide the equivalent authorisations as Resolutions 1 and 2 respectively in relation to this warrant instrument.

Placing Statistics

Number of Existing Ordinary Shares in issue before the Placing	36,837,106
Number of Placing Shares to be issued pursuant to the Placing	46,875,000 *
Placing Price per Placing Share	40 pence
Gross proceeds of the Placing	£18.75 million *
Estimated net proceeds of the Placing	£17.5 million *
Number of Ordinary Shares in issue immediately following issue of the Placing Shares	83,712,106 *
Placing Shares as a percentage of the Enlarged Share Capital	56 per cent. *

* assuming the maximum number of Placing Shares are issued pursuant to the Placing

Expected timetable

Announcement of the Placing and Acquisition	20 July 2018
Posting of the Circular and Proxy Form to Shareholders	20 July 2018
Latest time and date for receipt of Proxy Forms for the General Meeting	11.00 a.m. on 4 August 2018
General Meeting	11.00 a.m. on 6 August 2018
Admission of the Placing Shares and completion of the Acquisition	7 August 2018
CREST accounts to be credited for Placing Shares in uncertificated form	7 August 2018
Expected date for posting of share certificates for Placing Shares (where applicable) IMPORTANT INFORMATION	within 10 days of Admission

This announcement has been issued by, and is the sole responsibility of, the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos Securities plc or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Cenkos Securities plc or any of its affiliates in connection with the Company, the Placing Shares, the Placing or the Acquisition and any responsibility therefore is expressly disclaimed.  Cenkos Securities plc and its affiliates, accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied is made by Cenkos Securities plc or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.

Cenkos Securities plc is authorised and regulated by the FCA in the United Kingdom.  Cenkos Securities plc is acting solely for the Company and no one else in connection with the proposed Placing and/or any other matter referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this announcement.  Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos Securities plc by the UK Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Cenkos Securities plc nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this announcement or for any other statement made or purported to be made by or on behalf of Cenkos Securities plc or any of its affiliates in connection with the Company, the Placing Shares, the Placing or the Acquisition.  Accordingly Cenkos Securities plc disclaims all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Cenkos Securities plc or any of their affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.

 

Definitions

These definitions apply throughout this announcement:

"Acquisition"	the proposed acquisition by the Company of the Dentyl Business pursuant to the Acquisition Agreement
"Acquisition Agreement"	the conditional business transfer agreement dated 20 July 2018 between the Vendor and the Company in respect of the Acquisition
"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	the AIM market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies, as published by the London Stock Exchange, as amended
"Biokosmes Vendor Loan Notes"	the loan notes with a principal value of €2 million carrying an annual coupon of 4 per cent. issued to the vendors of Biokosmes Srl
"Board" or "Directors"	the directors of the Company whose names are set out on page 4 of the Circular
"Cenkos"	Cenkos Securities plc
"certificated" or "in certificated form"	an Ordinary Share which is not in uncertificated form (that is, not in CREST)
"Companies Act"	the Companies Act 2006, as amended
"Company" or "VLG"	Venture Life Group plc
"Consideration"	the aggregate consideration payable to the Vendor under the Acquisition Agreement, as described in more detail at paragraph 3 of Part I of the Circular
"Convertible Bonds"	the convertible bonds issued by the Company with a principal value of £1.9 million carrying an annual coupon of 9 per cent.
"CREST"	the relevant systems (as defined in the Uncertificated Securities Regulations 2001, as amended) for paperless settlement of share transfers and the holding of shares in uncertificated form of which Euroclear is the operator as defined by such regulations
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
"Dentyl Business"	the trade and assets of the Dentyl Dual Action mouthwash and BB Mints businesses described in paragraph 3 of Part I of the Circular
"Enlarged Share Capital"	the entire issued Ordinary Share capital of the Company immediately following completion of the allotment and issue of the Placing Shares
"Euroclear"	Euroclear UK & Ireland Limited
"Existing Ordinary Shares"	the 36,837,106 Ordinary Shares in issue as at the date of this announcement
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000, as amended
"General Meeting"	the general meeting of the Company to be held at the offices of Simmons & Simmons LLP at CityPoint, One Ropemaker Street, London EC2Y 9SS at 11.00 a.m. on 6 August 2018, or any adjourned meeting, notice of which is set out in Part II of the Circular
"Group"	the Company and its subsidiary undertakings (as defined in the Companies Act)
"Notice"	the notice of the General Meeting contained in Part II of the Circular
"Ordinary Shares"	ordinary shares of 0.3 pence each in the capital of the Company
"Placing"	the proposed placing of the Placing Shares at the Placing Price by Cenkos, as agent for the Company
"Placing Agreement"	the conditional agreement dated 20 July 2018 between the Company and Cenkos, relating to the Placing
"Placing Price"	40 pence per Placing Share
"Placing Shares"	up to 46,875,000 new Ordinary Shares to be placed with institutional and certain other investors at the Placing Price pursuant to the Placing
"Proxy Form"	the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice
"Shareholders"	holders from time to time of Ordinary Shares
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"US" or "United States"	the United States of America (including the District of Columbia)
"Vendor"	D.D.D. Limited

All references in this announcement to "Sterling", "£", "pence" or "p" are to the lawful currency of the United Kingdom.

 

END

 

 

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