Renewal of ?25 million Equity Financing Facility

RNS Number : 6505R

Provexis PLC

08 November 2011

 



8 November 2011

Provexis plc

Renewal of £25 million Equity Financing Facility

Provexis plc ("Provexis" or the "Company"), the life-science business that develops, licenses and markets scientifically-proven functional food, sports nutrition and medical food technologies, is pleased to announce that it has signed a new 3 year Equity Financing Facility of up to £25m (the "EFF") with Darwin Strategic Limited ("Darwin").  The new facility replaces the Company's existing Equity Financing Facility and warrant agreements with Darwin, dated 30 March 2010, which have accordingly been cancelled.

Terms of the EFF

The new EFF agreement, dated 7 November 2011, provides Provexis with a facility which (subject to certain limited restrictions) can be drawn down at any time over the next 3 years. The timing and amount of any draw down is at the discretion of Provexis.

Provexis is under no obligation to make a draw down and may make as many draw downs as it wishes, up to the total value of the EFF, by way of issuing subscription notices to Darwin. Following delivery of a subscription notice, Darwin will subscribe and Provexis will allot to Darwin new ordinary shares of 0.1p each in the Company ("Ordinary Shares").

The subscription price for any Ordinary Shares to be subscribed by Darwin under a subscription notice will be at a 7.5% discount to an agreed reference price determined during 5, 10 or 15 trading days following delivery of a subscription notice (the "Pricing Period").  The length of the Pricing Period is at the discretion of Provexis and is set at each relevant subscription notice.

Provexis is also obliged to specify in each subscription notice a minimum price below which Ordinary Shares will not be issued.  The Company will have the right (with the agreement of Darwin) to modify that minimum price at any time during the relevant Pricing Period.

The number of Ordinary Shares which may be issued under any individual subscription notice will primarily be determined by reference to the average daily trading volume of the Ordinary Shares over the 15 trading days preceding the issue of the relevant subscription notice.  This may be reduced in certain circumstances, including where the minimum price is not maintained. There is also an over-allotment facility available to Provexis, under which the Company may, in any subscription notice, authorise Darwin (with the agreement of Darwin) to increase the amount of the draw-down by up to the aggregate undrawn amount under the EFF, subject to certain restrictions.

Any subscription notice which Provexis may issue will only be valid to the extent that it has the requisite shareholder authority to issue the maximum number of Ordinary Shares that Darwin may be required to subscribe to under the relevant subscription notice.

If the aggregate price paid for the Ordinary Shares allotted under the EFF by the second anniversary of the EFF is not equal to or more than two and a half million pounds (subject to certain exceptions), or if the EFF is terminated by Darwin in certain circumstances, then the Company will be required to pay a fee to Darwin amounting to a maximum of £125,000 in cash or by an issue of fully paid Ordinary Shares at the company's discretion (such fee reducing pro rata with reference to the aggregate price paid for the Ordinary Shares allotted under the EFF at the date the fee becomes payable). In consideration of Darwin agreeing to provide the EFF the Company has entered into a new warrant agreement dated 7 November 2011 for the grant to Darwin of warrants to subscribe for up to ten million Ordinary Shares, such warrants to be exercisable at a price of 5 pence per share and to be exercisable at any time prior to the expiry of 36 months following the date of the new warrant agreement.  The warrants issued to Darwin in conjunction with the previous EFF have been cancelled.

Stephen Moon, CEO of Provexis, commented:

"We are pleased to be announcing the new EFF, which replaces the EFF agreed by the Company in March 2010, on more flexible and favourable terms."

About Darwin Strategic:

Darwin Strategic provides funding solutions for UK listed PLCs, including Equity Financing Facilities. Darwin Strategic has extensive experience in both corporate finance and secondary market trading, and offers bespoke funding solutions for companies beyond traditional debt and equity funding.

Enquiries:

Provexis plc Stephen Moon, Chief Executive Ian Ford, Finance Director	Tel: [phone]
Darwin Strategic Anand Sambasivan	Tel: [phone] [e-mail]
Evolution Securities Ltd Patrick Castle / Stuart Andrews	Tel: [phone]
Haggie Financial LLP Matthew Longbottom / Peter Rigby	Tel: [phone] [e-mail]

 

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