SENS.L Regulatory News (SENS)

9 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.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE SUBSCRIPTION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Sensyne Health plc

("Sensyne Health" or the "Company")

Successful completion of £25 million Fundraise

Industrialisation and Scaling of the Sensyne Data Platform and Strategic Collaboration with Phesi, Inc.

Oxford, UK - 9 December 2020: Sensyne Health plc (LSE: SENS), the UK clinical AI company, is pleased to announce the successful completion of the placing (the "Placing"), which was oversubscribed, and subscription (the "Subscription") which were announced on 8 December 2020 raising aggregate gross proceeds of £25.0 million for the Company. The Company also announces further details of an open offer to be made to Qualifying Shareholders to raise up to an additional £2.5 million (the "Open Offer", and together with the Placing and the Subscription, the "Transaction").

The Transaction, which remains subject to the passing of the Resolutions at the General Meeting to be convened for 4 January 2021, will enable the Company to capitalise on an expanding number and range of commercial opportunities, deliver economies of scale and accelerate future revenue growth. This will be achieved through the growth and 'industrialisation' of the Company's data platform leading to significantly enhanced scale and speed of delivery of clinical AI insights for customers and the addition of an enhanced offering to pharmaceutical clients through the collaboration with Phesi Inc., a US-based specialist clinical trials data company.

A total of 27,373,337 new ordinary shares of 10 pence each in the capital of the Company (the "Placing Shares") have been conditionally placed by Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum", and together with Peel Hunt, the "Joint Bookrunners") with new and existing investors at a price of 90 pence per Placing Share (the "Placing Price") raising gross proceeds of £24.6 million for the Company.

Additionally, the directors of the Company (the "Directors") and certain senior managers of the Company have conditionally subscribed for a total of 404,440 new ordinary shares of 10 pence each in the capital of the Company (the "Subscription Shares" and, together with the Placing Shares, the "New Shares") at the Placing Price pursuant to the Subscription raising gross proceeds of £363,996 for the Company.

The New Shares represent 21.6 per cent. of the issued ordinary share capital of the Company prior to the Transaction. The Placing Price represents a discount of 35.7 per cent. to the closing price of 140 pence on 8 December 2020 and a discount of 17.3 per cent. to the 3 month volume weighted average price of 108.85p.

The proceeds from the Transaction will be applied to the following:

· industrialise and scale the Sensyne data analytics capability by increasing access to anonymised patients datasets to c.17.5 million and build SENSIGHT™, a pharmaceutical R&D platform to analyse data more rapidly and cost effectively to enhance revenue growth;

· enter into exclusive strategic collaboration with Phesi, including an equity investment in Phesi, to create an enhanced offering to pharmaceutical clients;

· further develop the Company's SENSE™ clinical algorithm engine to provide an expanded offering for global healthcare providers and payers, comprising a range of proprietary AI algorithms for clinical decision support and operational management in hospitals; and

· strengthen the Company's balance sheet for partnering discussions with pharmaceutical and biotechnology companies and general corporate purposes.

Lord (Paul) Drayson PhD, CEO of Sensyne Health, said:

"We are delighted by the successful completion of this fundraising, thank our shareholders for their strong support and welcome new shareholders to our register. This puts us in a very strong position to capitalise on Sensyne's position at the heart of the adoption of Big Data analytics and clinical AI in healthcare and life sciences. It will enable the expansion of the anonymised patient datasets to which the Company has access, which are central to our scale-up plans and international business development objectives. Our unique business model, which sees the UK NHS hold a significant equity stake in the Company, ensures it has a share in the Company's financial returns and benefits from the latest innovations in patient care and medical research. Our confidence in the business is underpinned by its strong performance through the COVID-19 pandemic, the significant interest shown by pharmaceutical partners, and a clear plan to launch our software products and SENSE algorithms in the US. The new strategic alliance with Phesi will enable us to offer the global pharmaceutical industry a compelling combination of expertise and data across real world and clinical data, at the forefront of innovation in clinical development. We look forward to working with Phesi as we develop our business in the United States."

The New Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will occur at 08.00 a.m. on 5 January 2021 (or such later date as the Company, Peel Hunt and Liberum may agree, being no later than 8.00 a.m. on 15 January 2021).

The Placing and the Subscription are conditional on, amongst other matters, the passing of the Resolutions at the General Meeting. It is expected that the Placing and the Subscription will complete on or around 8.00 a.m. on 5 January 2021, being the expected date of Admission and that dealings in the New Shares will commence at that time. The Placing and the Subscription are also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms.

General Meeting

The Circular containing a notice convening the General Meeting for 11.00 a.m. on 4 January 2021 will be posted to shareholders on or around 11 December 2020. In light of the social distancing measures imposed by the UK Government as a result of the current COVID-19 pandemic, 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 and should therefore appoint the chairman of the General Meeting as their proxy. Further details will be set out in the Circular.

Director and senior management participation

The Directors and certain members of senior management have collectively invested £363,996 in the Subscription. The following Directors have agreed to subscribe for Subscription Shares in the Subscription.

As a Director is a related party of the Company pursuant to the AIM Rules, the participation by the Directors in the Subscription is a related party transaction for the purposes of AIM Rule 13. In lieu of any independent directors' recommendation in relation to the Directors' proposed participation in the Subscription, in order to provide a statement as to what is fair and reasonable, Peel Hunt, in its capacity as Nominated Adviser to the Company for the purposes of the AIM Rules, considers that the Directors' proposed participation in the Subscription is fair and reasonable insofar as the shareholders of the Company are concerned.

Open Offer to Qualifying Shareholders

In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Transaction on a pre-emptive basis, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Placing Price 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.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, www.sensynehealth.com, on or around 11 December 2020. A further announcement will confirm the posting date and availability of the Circular on the Company's website.

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 RNS on 8 December 2020.

For further information, please contact:

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.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them