Provexis Regulatory News (PXS)

11 September 2013

Provexis plc

Draw Down of Funds, Issue of Equity and Renewal of £10 million Equity Financing Facility

Provexis plc ("Provexis" or the "Company"), a business that develops, licenses and markets scientifically-proven functional food technologies, has raised net proceeds of £286,750 by drawing down on its Equity Financing Facility ("EFF") with Darwin Strategic Limited ("Darwin").

Under the terms of the EFF agreement the Company has allotted, conditional on admission to trading on AIM, 31,000,000 new ordinary shares of 0.1p each to Darwin (the "New Provexis Shares"). The New Provexis Shares have been issued at a gross 1.0p per share and rank pari passu in all respects with the existing ordinary shares of 0.1p each in Provexis.

The draw down is the third undertaken by the Company since the renewal of the EFF in November 2011 and it represents a discount of 2.5% per cent to the 15 day Volume Weighted Average Price as at 10 September 2013, being the latest practicable date prior to this announcement. The net proceeds raised by the draw down were linked to the floor price set by the Directors at the time of draw down.

Provexis is also pleased to announce that it has signed a new 5 year Equity Financing Facility of up to £10m with Darwin. The new facility replaces the Company's existing Equity Financing Facility and warrant agreements with Darwin, dated 7 November 2011, which have accordingly been cancelled.

Terms of the EFF

The new EFF agreement, dated 10 September 2013, provides Provexis with a facility which (subject to certain limited restrictions) can be drawn down at any time over the next 5 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.

In consideration of Darwin agreeing to provide the EFF the Company has agreed to pay a fee to Darwin amounting to approximately £35,000 by way of an issue of 3,414,635 fully paid Ordinary Shares (the "New Provexis Fee Shares"). The New Provexis Fee Shares have been issued at a gross 1.025p per share and rank pari passu in all respects with the existing ordinary shares of 0.1p each in Provexis. The contingent fee amounting to a maximum of £125,000 payable under the 7 November 2011 Equity Financing Facility has been cancelled.

The Company has entered into a new warrant agreement dated 10 September 2013 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 4.44 pence per share and to be exercisable at any time prior to the expiry of 60 months following the date of the new warrant agreement. The warrants issued to Darwin in conjunction with the previous EFF have been cancelled.

Application will be made to the London Stock Exchange for the 31,000,000 New Provexis Shares and 3,414,635 New Provexis Fee 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 17 September 2013 ("Admission").

Following Admission, the Company's enlarged issued share capital will comprise 1,553,065,614 ordinary shares with voting rights. The Company does not hold any shares in treasury. This figure of 1,553,065,614 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 FSA's Disclosure and Transparency Rules.

Dawson Buck, Chairman of Provexis plc, commented:

"We decided in June this year, after the announcement of the Science in Sport demerger, to raise a small amount of additional capital to strengthen the Company's balance sheet and further de-risk the business. The Board is pleased with the outcome of the draw down which has resulted in little dilution to shareholders. The Board is also pleased to be announcing the new EFF, which replaces the EFF agreed by the Company in November 2011 on more flexible and favourable terms."

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