Sinclair Pharma Regulatory News (SPH)

Sinclair Pharma plc

Restructuring programme

and Board change

London, 1 September 2016 Sinclair Pharma plc (SPH.L), ("Sinclair" or the "Company") the international aesthetics company, today announces that a comprehensive staff restructuring programme has recently been implemented. Sinclair expects to incur a one-off restructuring charge of £2.8m in relation to this programme, the full amount of which will be recognised in the period ending 31 December 2016 although the Company expects to benefit from annual cost savings of at least £2.0m as a result.

Since the disposal of the medicinal business in December 2015 Sinclair has radically simplified its operations. There are now 5 brands, reduced from 32, SKUs have dropped from 1250 to 52, external contract manufacturers have reduced from 19 to 3 and there are 40 fewer distribution partners. As a result 39 staff, mostly in Europe, have transferred to Alliance Pharma plc and a further 13 have now left the Company.

As part of this restructuring Christophe Foucher, Chief Operating Officer, has stepped down from the Board with immediate effect. Christophe has been with Sinclair since 2008 and has been based in the Company's offices in Paris. As is common under French employment law the Company and Christophe have entered into a conciliation process in connection with him stepping down from the Board and leaving the Group which will determine the compensation package he will receive in due course, it is however expected that the payment in lieu of notice that may be paid to Christophe will form a significant proportion of the £2.8m one-off restructuring charge. In addition, nil-cost options over 1,195,330 new ordinary shares in Sinclair in respect of accumulated rights under the Company's valuation creation plan ("VCP") will vest immediately and may be exercised within six months. The nil-cost options are held by Sinclair Pharma Man Co Limited, a company in which Christophe Foucher is a shareholder. Christophe will also remain a beneficiary of the VCP until the next measurement date which is 30 days after publication of the Company's financial results for the period to 31 December 2016 which will be issued in March 2017. He will also receive 615,650 new ordinary shares in full consideration of his deferred bonus entitlement under the 2013 Bonus Plan.

The compensation package that may be paid to Christophe Foucher is classified as a related party transaction under the AIM Rules for Companies. The Independent Directors consider, having consulted with the Company's nominated adviser, Peel Hunt LLP, that the compensation package that may be paid to Christophe Foucher is fair and reasonable insofar as the Company's shareholders are concerned. Application will be made for the 1,810,980 new ordinary shares to be issued to Christophe Foucher to be admitted to trading on AIM, such application is expected to be made in due course.

Commenting on these developments Chris Spooner, CEO of Sinclair, said:

"After the sale of our medicinal products portfolio Sinclair has become a simpler and more streamlined business. We are now a focused, fast-growing and high gross margin company with a portfolio of class-leading aesthetics products with multiple growth opportunities and I am highly optimistic about our future. I would like to offer my personal thanks to Christophe for his outstanding contribution to the Company and we wish him every future success."

This announcement contains inside information.

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About Sinclair Pharma plc 

Sinclair Pharma plc is an international company operating in the fast growth, high gross margin, global aesthetics market. Sinclair has built a strong portfolio of differentiated, complementary aesthetics technologies, which are experiencing significant growth, targeting unmet clinical needs for effective, high quality, longer duration, natural looking and minimally-invasive treatments. The Company is planning entry to multiple new geographic markets and line extension launches over the next few years. Sinclair has an established sales and marketing presence in the leading EU markets and Brazil, and a network of international distributors. For more information, please visit www.sinclairpharma.com