14 Dec 2020 07:00
14 December 2020
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN SENSYNE HEALTH PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Sensyne Health plc
("Sensyne Health" or the "Company")
Publication of Circular and Notice of General Meeting
Oxford, UK - 14 December 2020: Sensyne Health plc (LSE: SENS), the UK clinical AI company, announces that further to the announcement on 9 December 2020 of the successful completion of the Placing and Subscription, a Circular has been published on the Company's website, www.sensynehealth.com, and will be posted to Shareholders today. The Circular contains the notice convening the General Meeting to be held at 11.00 a.m. on 4 January 2021.
In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Transaction, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price of 90 pence for an aggregate of up to 2,735,564 Open Offer Shares to raise up to approximately £2.5 million (before fees and expenses) for the Company, on the basis of:
1 Open Offer Share for every 47 Existing Ordinary Shares held as at the Record Date.
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing (including the passing of the Resolutions) are not satisfied or waived (where capable of waiver), the Open Offer will not proceed.
Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Entitlement.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in the Circular.
In light of public health advice in response to the COVID-19 outbreak, including to limit public gatherings, the General Meeting will be held virtually as a closed meeting with the minimum number of members legally required to be present. Members will not be permitted to attend in person therefore the Company strongly encourages all members to submit their Form of Proxy appointing the Chairman as their proxy.
Shareholders must submit their votes by proxy, and Open Offer Application forms, by no later than 11.00 a.m. on 30 December 2020.
Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Transaction made via RIS on 8 December 2020.
For further information, please contact:
Sensyne Health plc | ||
Lord (Paul) Drayson PhD FREng | Chief Executive Officer | T: +44 (0) 330 058 1845 |
Michael Norris | Chief Financial Officer | |
Peel Hunt LLP | Dr Christopher Golden | T: +44 (0) 207 418 8900 |
Joint Bookrunner | Oliver Jackson | |
Jock Maxwell Macdonald | ||
Liberum Capital Ltd | Bidhi Bhoma | T: +44 (0) 20 3100 2000 |
Joint Bookrunner | Euan Brown | |
Consilium Strategic | Mary-Jane Elliott | T: +44 (0) 77 0286 8207 |
Communications | Sukaina Virji | |
Davide Salve |
Open Offer Timetable
Event | Date |
Announcement of the Transaction | 8 December 2020 |
Record Date for entitlement under the Open Offer | 6.00 p.m. on 10 December 2020 |
Publication of the Circular, Application Form and Form of Proxy | 14 December 2020 |
Ex-entitlement date of the Open Offer | 8.00 a.m. on 14 December 2020 |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders | 8.00 a.m. on 15 December 2020 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 22 December 2020 |
Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 23 December 2020 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 24 December 2020 |
Latest time and date of receipt of completed Forms of Proxy to be valid at the General Meeting | 11.00 a.m. on 30 December 2020 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 30 December 2020 |
General Meeting | 11.00 a.m. on 4 January 2021 |
Admission and commencement of dealings in New Shares | 8.00 a.m. on 5 January 2021 |
CREST accounts to be credited with New Shares | as soon as possible after 8.00 a.m. on 5 January 2021 |
Dispatch of definitive share certificates for New Shares in certificated form | By 14 January 2021 |
Notes
1. Each of the times and dates set out in the above timetable and mentioned in this document is subject to change by the Company (with the agreement of Peel Hunt and Liberum), in which event details of the new times and dates will be notified to London Stock Exchange plc and the Company will make an appropriate announcement to a Regulatory Information Service.
2. References to times in this document are to London time unless otherwise stated
About Sensyne Health
Sensyne Health (AIM: SENS) is a healthcare technology company that creates value from accelerating the discovery and development of new medicines and improving patient care through the analysis of real-world evidence from large databases of anonymised patient data in collaboration with NHS Trusts. These anonymised patient data are ethically sourced in that any analysis of anonymised patient data (and hence the Company's access to it) must be pre-approved for each programme on a case-by-case basis by the relevant NHS Trusts. This is to ensure that the purpose of the anonymisation and the proposed analysis are subject to appropriate ethical oversight and information governance, including conformance with NHS guidelines, UK data protection law and applicable regulatory guidance. Sensyne Health is based in the Schrödinger Building in Oxford Science Park. For more information, please visit: www.sensynehealth.com
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company.
This announcement is restricted, and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful.
The New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the " Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or of any other jurisdiction. The New Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the New Shares in the United States or elsewhere.
In the United Kingdom, this announcement is only directed at persons who are "qualified investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation ") and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order "); or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.); or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as " Relevant Persons "). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (EEA) (each, a "Relevant Member State "), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of article 2(e) of the Prospectus Regulation.
The distribution of this announcement and the offering or sale of the New Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Peel Hunt or Liberum or any of their respective affiliates.
Peel Hunt and Liberum, which are authorised and regulated in the United Kingdom by the FCA are acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt and Liberum or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or Liberum or any directors of the Company, or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.