Provexis Regulatory News (PXS)

26 May 2005 07:02

Angle PLC26 May 2005 Embargoed for 7.00 a.m. 26 May 2005 ANGLE plc PROVEXIS ANNOUNCES PROPOSED REVERSE TAKEOVER ANGLE plc, the venture management and consulting company specialising in thecommercialisation of technology, is pleased to announce that venture companyProvexis Limited, the nutraceutical company which developsscientifically-proven, proprietary, functional foods, supplements and medicalfoods, has completed its negotiations with AIM listed Nutrinnovator Holdings PLC("Nutrinnovator") which develops and markets specialist food and drink products. The transaction, which is classified as a reverse takeover for Nutrinnovator, issubject to the approval of the Nutrinnovator shareholders. Nutrinnovator hasreceived undertakings from shareholders holding approximately 76% of its currentissued share capital that they will vote in favour of the proposals. In addition to the consideration shares to be issued to the shareholders inProvexis, new shares in Nutrinnovator are being issued with a value at theplacing price of £5.9m comprising a £3.8m placing and the conversion of £2.1m ofloans. On completion, the new shares in Nutrinnovator are expected to bere-admitted to trading on AIM on Thursday, 23 June 2005. From completion, Nutrinnovator will be known as Provexis plc. The ChiefExecutive of Provexis Limited, Dr Stephen Franklin, will become the ChiefExecutive of Provexis plc. Dr Franklin has a BSc in Biology, a PhD in AppliedBiochemistry, an MBA and over ten years' experience in the creation anddevelopment of early stage bioscience companies. He was previously a PrincipalExecutive with ANGLE. Dawson Buck, Deputy Chief Executive of ANGLE, will bethe Non-Executive Chairman of Provexis plc. Dr Stephen Franklin, Chief Executive Officer of Provexis, commented: "We aredelighted to announce the proposed reverse takeover of Nutrinnovator Holdingsplc. The rationale for integrating the two businesses is compelling with theEnlarged Group combining a strong scientific team and impressive marketing andsales expertise. We believe that the Enlarged Group will be clearly differentiated in thefunctional food industry in that it will develop innovative functional foodproducts with health benefits that are scientifically-proven and therefore havethe potential to carry credible health claims and endorsements. When onecombines this with proven speed-to-market credentials, we believe the result isa company well positioned in the rapidly growing functional food market". Provexis was founded by ANGLE in 2000, using its established Progeny(R) process,as a joint venture with the Rowett Institute (a leading human nutrition researchcentre). Provexis' lead technology is CardioFlow which is a proprietary extractof tomato, produced industrially to laboratory-determined specifications.CardioFlow contains a range of tomato-derived components which inhibit plateletaggregation a part of the blood-clotting process which can cause heart attackand stroke. The first commercially available product containing CardioFlow willbe a fruit juice drink called Sirco. Nutrinnovator is in discussions with majorhigh-street retailers and multiple grocers to secure distribution channels forSirco and its aim is to launch it in two major UK retailers in the final quarterof 2005. ANGLE's investment cost held on the balance sheet to develop Provexis using theProgeny(R) process is £0.46m. At the placing price, this original investment isvalued at £2.13m representing a multiple on investment of 4.6 times, an increaseof £1.67m over cost. The internal rate of return (IRR) on this investment if itwere to be realised at completion in cash at the placing price would be 78% perannum. In addition, ANGLE provided Provexis with convertible loan funding of £0.50m inFebruary 2005. It has been agreed that this loan will be uplifted to £0.83m andconverted into new shares in Provexis plc at the placing price, representing amultiple on investment of 1.7 times and an increase of £0.33m over cost. The overall gain to ANGLE from the transaction is £2.00m at the placing price. ANGLE believes that the value of Provexis may increase substantially followingthe placing if Provexis is successful in its launch of Sirco. ANGLE hastherefore agreed to invest £0.50m in the placing. After the placing andcompletion of the reverse takeover, ANGLE will hold 24.8% of Provexis plc'sissued share capital. ANGLE holds active investments in a total of 8 venture companies, which it hasdeveloped using its established Progeny(R) process. This is the secondsuccessful transaction for ANGLE's venture companies since ANGLE's flotation inMarch 2004. Andrew Newland, Chief Executive of ANGLE, said: "We are delighted to have agreed this transaction in relation to our venturecompany, Provexis Limited. The combination of Provexis and Nutrinnovator withthe new funding proposed presents a compelling business platform comprisingintellectual property, product development and marketing capability forexploitation of the estimated £835m functional food market in the UK. Webelieve this transaction is a further demonstration of the strength of ANGLE'sProgeny(R) process in building value from intellectual property." For further information ANGLE plc 01483 295830Andrew Newland, Chief ExecutiveDawson Buck, Deputy Chief Executive Buchanan Communications 020 7466 5000Richard Darby, James Strong Notes to Editors Founded in 1994, ANGLE is an international venture management and consultingcompany focusing on the commercialisation of technology and the development oftechnology-based industry. ANGLE creates, develops and advises technologybusinesses on its own behalf and for its clients. This information is provided by RNS The company news service from the London Stock Exchange