Issue of Equity

RNS Number : 2463N

Physiomics PLC

24 July 2014

 



Physiomics plc

("Physiomics") or ("the Company")

Issue of Equity

Execution of Equity Swap Agreement

Physiomics plc (AIM: PYC), the Oxford, UK based systems biology company, announces it has raised up to £562,500 through an issue of new equity at 0.18p per New Ordinary Share and the execution of an Equity Swap Agreement, both of which have been entered into with YA Global Master SPV, Ltd. ("YAGM"). 

Dr Mark Chadwick, CEO of Physiomics, commented: "This working capital will help Physiomics to progress on a number of fronts. Our Flagship Virtual Tumour Clinical model is being well received by large pharma companies, and we are in advanced discussions with one particular customer, although there is no guarantee that this will lead to a sale.  Our web-based cardiotox platform is close to release. Finally, discussions continue with Diatech in order to initiate our entry into the personalised medicine market."

Issue of Equity

YAGM have subscribed for a total of 312,500,000 new ordinary shares (the "Subscription Shares") in the Company at a price of 0.18p per share ("Issue Price") for a gross consideration of £562,500. Of that consideration, £289,688 is immediately repayable by the Company to YAGM and forms the basis of the Equity Swap Agreement.

Equity Swap Agreement:

The Company and YAGM have then entered into an equity swap agreement ("the Equity Swap Agreement") in respect of the Subscription Shares. As set out above, and in accordance with the terms of the agreement the Company will pay to YAGM £289,688.

In consideration of this payment, the Company will receive 15 monthly payments of approximately £19,313, (£289,688 in aggregate), between the date of  admission of the Subscription Shares to trading on AIM (expected on 30 July 2014) and 1 November 2015.

The exact amount of the monthly payment depends on the monthly performance of the Company's Ordinary Shares.

The base case scenario assumes the value of 20,833,333 Ordinary Shares trading a price of 0.18p, being approximately £19,313 but this amount can be adjusted either:

·      up, if the average of the lowest 10 day VWAP during the relevant one month period is greater than 0.18p; or

·      down, if the average of the lowest 10 day VWAP during the relevant one month period is lower than or equal to 0.18p. This would result in the Company receiving less funds from YAGM in any relevant one month period.

Thus the actual funds received by the Company from the Equity Swap Agreement will be dependent on the future price performance of the Company's Ordinary Shares.

YAGM may elect to increase payments at any time, and may deliver the swap payment to the Company before the end of the 15 month term. 

YAGM has agreed that it and its affiliates will refrain from holding any net short position in respect of the Company's ordinary shares until the expiry or, if earlier, termination of the Equity Swap Agreement.

Additional Information

It is expected that admission will occur and that trading in the Subscription Shares will commence on AIM on 30^th July 2014. These Subscription Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

YAGM's total shareholding in the Company is 312,500,000, which represents 15.39% of the total issued share capital of the Company

Following the issue of the Subscription Shares, the number of Ordinary Shares in issue will increase to 2,031,157,921. For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following this allotment consists of 2,031,157,921  Ordinary Shares with voting rights attached (one vote per Share). There are no Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.

Enquiries:

Physiomics plc                                                  

Dr Mark Chadwick, CEO

[phone]

WH Ireland Limited (broker/nomad)

Katy Mitchell

[phone]

About Physiomics plc

Physiomics (AIM:PYC) is a computational systems biology services company applying simulations of cell behaviour to drug development to reduce the high attrition rates of clinical trials. 80-90 per cent of all clinical drug candidates fail to reach the market and estimates show that an overall ten per cent improvement in success rates could reduce the cost of one drug's development by as much as $242 million, from the current estimate of around $800 million¹.

Physiomics develops computational systems biology models to predict and understand cancer drug efficacy from pre-clinical research to clinical development. Physiomics has created detailed mathematical models incorporating the most important molecular events taking place during the human cell cycle and apoptosis processes. The company's SystemCell® technology enables the simulation of populations of "virtual cells". The company has also developed a "Virtual Tumour" model to simulate the effect of anti-cancer drugs on tumour growth. The models are used to optimise compound design and to design drug schedules and combination therapies.

Physiomics, based in Oxford, UK, was founded in 2001, and floated on AIM in 2004. For further information, please visit www.physiomics-plc.com

SystemCell® is a registered trademark of Physiomics plc

¹Tufts Centre Impact Report 2002

 

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