SENS.L Regulatory News (SENS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Sensyne Health plc

Strategic Update and commencement of Formal Sale Process triggered by a potential Management Buyout

Oxford, U.K., 2 November 2021: Sensyne Health plc (LSE: SENS) ("Sensyne" or the "Company" or the "Group"), the ethical clinical AI company, today provides an update to the strategic announcement on 19 July 2021.

The Company's Chief Executive Officer and its largest shareholder, Lord Paul Drayson, has approached the Sensyne Board requesting approval to speak to potential third party investors in order to pursue a potential management buyout of the Company. In order to maximise value for all of the Company's shareholders, the Board has appointed J.P. Morgan Cazenove and Peel Hunt to consider a management buyout proposal ("MBO") (should one be forthcoming) and explore other buyer interest alongside considering other strategic options that would allow Sensyne to scale more rapidly, with these including strategic investment or the continued pursuit of a secondary US listing.

The Board believes that the current market value of the Company does not reflect the fair value of the electronic patient record ("EPR") health data to which the Company has access through its strategic partnership agreements with UK NHS Trusts and US health systems. Being undervalued means that Sensyne cannot execute on opportunities that may create novel treatments for patients. The Company currently has access to a data set of 22.5 million such records and has through its agreement with OMNY Inc the potential to access a further 22 million US patient records, and access to approximately 42 million clinical trial records through its agreement with Phesi Inc.

The Board intends to seek an outcome which respects the unique heritage and culture of the Group, its commitment to the ethical application of clinical AI to patient data and enables the Company to deliver maximum value to all stakeholders and continue to prosper in the long-term.

Since inception, and more recently since the IPO, Sensyne has developed significant AI and data science expertise through its collaborations with NHS Trusts, academic institutions and pharma groups, and has established access to significant patient data on an anonymised basis through agreements with multiple UK NHS Trusts and US Healthcare systems. By applying AI and machine learning methods to what the Company sees as one of the deepest, longitudinal patient datasets in healthcare, Sensyne generates new and otherwise unidentifiable insights of value to advance patient care and pharmaceutical research.

Through its Life Sciences and Healthcare Products divisions, Sensyne works towards connecting patients, clinicians and researchers, which collectively helps healthcare professionals deliver better patient care while curating vital data to support the next generation of medical research. In 2021, Sensyne has launched SENSIGHT™, a desktop application which allows the process of interrogating large scale, longitudinal patient datasets to be done on an automated basis, allowing a step-change in utility and speed for pharmaceutical companies, medical researchers and health care practitioners. In addition, Sensyne, along with its partner Excalibur Healthcare Services, has developed MagnifEye™, a deep learning algorithm capable of objectively reading COVID-19 lateral flow tests with extremely high accuracy. MagnifEye has received European regulatory certification.

Sir Bruce Keogh, Non-Executive Chairman of Sensyne, commented:

"Sensyne has initiated a formal sale process as we believe it will help the Company to deliver maximum value to all shareholders and prosper in the long-term. The Board is fully aligned with Lord Drayson's proposal to explore a management buy-out as one route towards maximising value for all stakeholders while respecting our heritage and unique, ethical business model. We recognise Paul's continued motivation and commitment towards the success of the business.

"Additionally, as part of the Board's duty to act on behalf of all shareholders, the Board will also consider other options that may include strategic equity investment or continued exploration of a secondary US listing."

Lord (Paul) Drayson PhD FREng, Founder and Chief Executive Officer of Sensyne, commented:

"I have initiated this MBO process as a major shareholder of the Company with a focus on ensuring that Sensyne can realise its mission to become the leader in the ethical application of clinical AI to health data and maximise value for all stakeholders, including the NHS. My goal, working with the world-leading Sensyne team, remains consistent: to improve patient care and accelerate medical research and achieve fair value more effectively."

J.P. Morgan Cazenove and Peel Hunt are acting as joint financial advisers to the Company in relation to the process.

Formal sale process

The Takeover Panel has agreed that any discussions with any third parties (including those with Lord Paul Drayson) will take place within the context of a "formal sale process" as defined in The Takeover Code (the "Code") in order to enable conversations with parties interested in making such a proposal to take place on a confidential basis. Parties with a potential interest in making an offer for Sensyne should contact J.P. Morgan Cazenove or Peel Hunt (contact details as set out below).

Any interested party will be required to enter into a non-disclosure and standstill agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as any other interested parties, before being permitted to participate in the process. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

Neither the Company nor Lord Paul Drayson are currently in discussions with any potential offeror or are in receipt of a possible offer for the Company. The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements as appropriate. There can be no certainty that any offer will be made for the Company, or even proposed, or as to the terms of any proposal or offer that may be made.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party (including any proposal from Lord Paul Drayson) participating in the formal sale process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28-day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply. The Company is not in receipt of any approaches and is not in discussions with any potential offeror at the time of this announcement.

Contact details:

Disclaimer

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sensyne and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Sensyne for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Sensyne and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Sensyne for providing the protections afforded to clients of Peel Hunt or its affiliates, nor for providing advice in relation to any matter referred to herein.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.sensynehealth.com, by no later than 12 noon (London time) on 2 November 2021. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 1 November 2021 (being the business day prior to the date of this announcement), Sensyne confirms that it had in issue 164,799,139 ordinary shares of GBP 10 pence nominal value each (excluding shares held in treasury) with voting rights and admitted to trading on the main market of the London Stock Exchange under the ISIN code GB00BYV3J755.