IDP.L Regulatory News (IDP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, HONG KONG OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement is not a prospectus and potential investors should not acquire any Offer Shares referred to in this announcement except on the basis of the information contained in the Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus each referred to below.

 InnovaDerma PLC

("InnovaDerma", the "Company" or the "Group")

Publication of Supplementary Prospectus, Amended Offer Terms and Offer Timetable

The Company will today publish a supplementary prospectus approved by the UK Listing Authority (the "Second Supplementary Prospectus") in respect of the Offer (as defined in the Company's Prospectus dated 25 July 2016).

The Second Supplementary Prospectus (i) sets out an extended timetable for the Offer and changes to the terms relating to the pricing of the Ordinary Shares to be issued pursuant to the Offer and (ii) incorporates by reference the Company's audited accounts for the year ended 30 June 2016 published on 31 October 2016. As a result of these changes, the Company is required to publish the Second Supplementary Prospectus in accordance with section 87G of the Financial Services and Markets Act 2000 and paragraph 3.4 of the Prospectus Rules.

The Second Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the First Supplementary Prospectus published on 25 July 2016 and 2 September 2016 respectively.

Capitalised terms contained in this announcement are as defined in the Prospectus unless context otherwise requires.

SUMMARY OF CHANGES TO THE OFFER

In order to allow sufficient time for fundraising and to give the Company and its advisors more time and flexibility to assess the level and nature of demand for the Offer Shares, the Directors have decided to amend the pricing of the Ordinary Shares to be issued pursuant to the Offer and to extend the Offer timetable as set out in the Prospectus as follows:

· The Price Range has been removed and replaced with a maximum Offer Price. This may have an impact on the expected net amount of proceeds of the Offer. There has been no change to the Company's strategy or to the range of items on which it is proposed to use the proceeds of the Offer. However, in the time since the publication of the Original Prospectus and the date of this Second Supplementary Prospectus, demand for the Company's products is ahead of expectations and the Company has decided to accelerate its growth initiative in the UK and the US. The Company therefore expects that less funding will be required to integrate its acquisitions and more funding will be required to the Company's growth initiative in the UK and the US. The actual amount of proceeds to be allocated to the various use of funds categories will depend on the actual net proceeds received by the Company. If the Offer is not fully subscribed, proceeds are expected to be allocated to meet the Company's most immediate needs, in the discretion of the Board and in accordance with the use of funds as set out in Prospectus.

· All Offer Shares will be issued at the Offer Price, which is not to exceed 500 pence per Offer Share (the "Maximum Offer Price"). The Offer Price will be determined by the Company in consultation with its advisors following a book building process. A number of factors will be considered in deciding the Offer Price, including the level and nature of demand for Offer Shares and the objective of encouraging the development of an orderly after-market in the Ordinary Shares.

· The maximum number of Offer Shares to be issued by the Company (as set out in the Prospectus) remains the same, up to 2,000,000 to be issued in one or more issues. In the discretion of the Board of Directors the maximum number of Offer Shares may be increased by 10%, which if increased would result in a greater Offer Size and greater dilution to existing shareholders.

· An indicative offer price of 110 pence per Ordinary Share has been used in the Second Supplementary Prospectus. The indicative offer price is used for illustration purposes only. The actual Offer Price will be set following the book building process. For each issue, the final Offer Price per Share and Offer Size will be determined by the Company and will be published on the Company website after the Offer has been closed. The price for the Offer Shares may be different for each issue.

· Estimated net proceeds of the Offer receivable by the Company will be £1,950,000 based on an indicative price of 110 pence per Ordinary Share and assuming that that the Offer is fully subscribed.

· The Company expects to complete the Offer within six to eight months. To allow maximum flexibility, the offering timetable has been revised to allow the Company to pursue its fundraising objectives at any time prior to the first anniversary of the date of the Original Prospectus (24 July 2017). The Company may set interim closing dates, in its discretion, prior to the Offer Longstop Date.

· The Offer Close Date has been amended to provide that the Offer will remain open until the earlier of (i) the Offer completion date set by the Company or (ii) the date on which the Offer is withdrawn or (iii) twelve months from the date of the Original Prospectus (being 24 July 2017, the "Offer Long Stop Date"). The Board, in its discretion, may set an Offer completion date at any time before the Offer Long Stop Date or set interim closing dates. The Offer may be withdrawn at any time. An announcement will be made via a Regulation Information Service, when these terms of the Offer are finalised, which will also detail the expected timetable for the Admission of the Offer Shares. Following the Offer Close Date or any interim offer close date, applications for Admission will be made for the relevant Offer Shares. Unless circumstances dictate that a supplemental prospectus is required, no further Prospectus will be published in respect of the Offer.

Any Offer Shares that are not allotted by the Company to institutional investors in connection with the book build process may be made available to the public under the Offer for Subscription alongside the initial book build or may be allocated under a subsequent private placement offer prior to the Offer Long Stop Date. If the Company makes an offer to the public alongside the book build, the price for the Offer Shares issued to retail investors would be the same as the Offer Price determined by the book build process. An announcement will be made via a Regulatory Information Service, if the Company determines to make an offer to the public. Unless circumstances dictate that a supplemental prospectus is required, no further prospectus will be published in respect of any Offer to retail investors or subsequent Offers made under the Prospectus.

REVISED ABRIDGED TIMETABLE

The extension of the Offer period changes the key dates falling after the Admission of the Existing Shares so that they are now as follows:

DELISTING FROM MARCHE LIBRE

It has not been possible to delist from the Marché Libre within 60 days following Admission as stated in the Prospectus. It is still the intention of the Company to delist from the Marché Libre as soon as practicable and for the London Stock Exchange to become the Company's only market. See Delisting Update in Part II, paragraph F of the Second Supplementary Prospectus for further information.

COMPANY'S AUDITED ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2016

The Company's audited accounts for the year ended 30 June 2016 were published on 31 October 2016. The audited accounts have been incorporated into the Second Supplementary Prospectus by reference.

INVESTOR WITHDRAWAL RIGHTS

In accordance with section 87Q(4) of the FSMA, investors who have agreed before the Second Supplementary Prospectus was published to subscribe for Offer Shares the allotment of which has not become fully unconditional, have the right to withdraw their applications for a period of two business days following the publication of the Second Supplementary Prospectus, beginning on the day following the publication of the Second Supplementary Prospectus. Investors have a right to withdraw until 5pm on [16] November 2016 (the "Withdrawal Deadline"). Applications for Subscription Shares that have been submitted and not withdrawn by the Withdrawal Deadline will remain valid.

Any investor wishing to withdraw its application should contact SLC Registrars, 42-50 Hersham Road, Walton on Thames, Surrey KT12 1RZ should they wish to exercise their right of withdrawal. If you have any queries regarding the procedure for withdrawal, please call SLC Registrars on 01372 467 308. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. Please note that SLC Registrars cannot provide financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Unless required to do so by law or regulation, the Company does not envisage publishing any further supplementary prospectus or pricing statement until announcement of the Offer Price and Offer Size. 

All information pertaining to Investor Withdrawal Rights can be found on the Company's website at http://www.innovaderma.com/category/investor-relations/

AVAILABILITY OF THE SECOND SUPPLEMENTARY PROSPECTUS

A copy of the Second Supplementary Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies of the Second Supplementary Prospectus will also be available on the Company's website, http://www.innovaderma.com/investor-relations/ and free of charge during normal business hours on any weekday (Saturdays and public holidays excepted) at the Company's registered office, 27 Old Gloucester Street London WC1N 3AX.

Further enquiries:

About InnovaDerma:

InnovaDerma PLC (LSE: IDP) specializes in the research, manufacture and marketing of clinically proven products in hair loss, anti-ageing and beauty sectors. InnovaDerma has presence in the UK, US, Australia, New Zealand, Philippines, South Africa, Hong Kong and South Korea.

www.innovaderma.com

IMPORTANT NOTICE

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and any other documentation into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction.

No action has been taken by the Company or any other person that would permit an offer of the Offer Shares or possession or distribution of this announcement, the Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus or any other documentation or publicity material or the Application Form in any jurisdiction where action for that purpose is required, other than in the UK.

The Offer Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Offer Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Offer Shares.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

This announcement should not be considered a recommendation by the Company, or any of its directors, officers, employees, advisers or any of their respective affiliates, or subsidiary undertakings in relation to any purchase of or subscription for the Offer Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and the Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.