TIDMNCYT
RNS Number : 7132W
Novacyt S.A.
23 April 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Novacyt S.A.
("Novacyt" or the "Company")
Convertible Bond Facility
Paris, France and Camberley, UK - 23 April 2019 - Novacyt
(EURONEXT GROWTH: ALNOV; AIM: NCYT), an international specialist in
clinical diagnostics, is pleased to announce that it has entered
into a Convertible Bonds with Warrants Funding Programme
("Agreement"), for up to EUR5.0 million (net of expenses) with Park
Partners GP and Negma Group LTD ("Park Partners", "Negma", together
the "Investor").
Under the terms of the Agreement, the Company will be able to
access capital in seven tranches which oblige the Investment
Managers to immediately subscribe for an initial tranche of EUR2.0
million, followed by six further tranches, each of an aggregate
nominal value of EUR500,000 (together the "Tranches"), drawable at
the Company's option subject to certain terms and conditions. The
Company has immediately exercised its right to the initial tranche
of funding giving rise to the subscription of EUR2.0 million of
convertible bonds with warrants by the Investment Managers. The
remaining EUR3.0 million of convertible bonds can be issued by the
Company over the next 36 months following today's closing of the
Agreement.
Use of Proceeds
The initial EUR2.0m of funding, will be used primarily for
general working capital purposes and support the planned growth of
the business in the short and medium term. The full facility
funding, if drawn down would also be used to further service
outstanding debt and earn out obligations. Ultimately, the
Directors believe that the full facility funding would support
Novacyt in becoming cash flow self-sufficient in the longer term.
The Company currently intends to draw all six further tranches.
However, the timing and amount of further drawdowns under this
Agreement could be reduced depending upon the potential sale
proceeds from the Clinical Lab and NOVAprep business assets, or
through the receipt of capital from other sources.
Terms of the Agreement
No interest is payable on the convertible bonds which are
unsecured. The convertible bonds, which are convertible at any time
at the option of the Investor and must be converted within 12
months following issue, convert at 100% of par value of the tranche
and the shares issued to cover the repayment will be issued at 88%
of the lowest closing Volume Weighted Average Price ("VWAP") of the
15 days immediately preceding the issuance of a conversion notice
issued by the Investment Managers. Each tranche has warrants
attached equivalent to 30% of the tranche value. The warrants have
an exercise price of 115% of the VWAP of the 15 days immediately
preceding the date of the request to issue each tranche. The
warrants, on issue, will be immediately detached from the
convertible bonds and will be transferable. They can be exercised
immediately and for a period of five years from the date of issue
("Exercise Period"). Each warrant will give the bearer the right to
subscribe to one (1) new Novacyt share during the Exercise
Period.
Pursuant to the terms of the Agreement, the Company will pay an
arrangement fee of 3.7% of the facility upon initial draw-down and
a further 1.3% on a pro rata basis for subsequent tranches.
Following the initial investment of EUR2.0 million the Company
may draw down subsequent convertible bonds once all previous bonds
have been converted or a cool down period of 90 days has elapsed,
in relation to the initial EUR2.0 million tranche, or a cool down
period of 40 days has elapsed in relation to any subsequent
tranches, such conditions being subject to potential waivers
offered by the Investment Manager. Following conversion of the
first tranche, the Company does not have any obligation to draw
down any further Tranches.
Currently, the Company has sufficient authorities to meet the
equity obligations of the initial draw and any further draw downs
will be dependent on having sufficient shareholder authorities to
issue new shares on a non-pre-emptive basis.
Company update on Trading and Sale Process
The first quarter of 2019 has started well and the Company's
financial performance is meeting management expectations. The full
audited financial results of 2018 will be published on 25 April
2019 and will show the significant impact of the planned divestment
of the NOVAprep(R) business unit on the core financial performance
of the continuing business.
The planned divestment for the NOVAprep(R) and Clinical lab
business units continues to make progress and a further update is
expected later in the quarter or as soon as a binding position has
been established with a buyer.
Graham Mullis, Group CEO of Novacyt, commented:
"I am pleased that we have secured access to this flexible
financing which will enable the Company to continue meeting the
growing demand for its products and services. It also means that I
and my wider senior management team can now focus fully on driving
the significant growth for the business. We will work closely with
the Investment Managers and ensure the utilization of the facility
works in the best interests of current shareholders and
Novacyt.
We have evaluated multiple funding options in a challenging
financial market and we have completed this financing with Park
Partners and Negma which offers the least dilutive option for
shareholders whilst satisfying the immediate and full working
capital requirements of the business".
- End -
For further information, please refer to www.novacyt.com or
contact:
Novacyt SA
Graham Mullis, Chief Executive Officer
Anthony Dyer, Chief Financial Officer
+44 (0)1223 395472
Stifel Nicolaus Europe Limited (Nominated Advisor and Joint
Broker)
Jonathan Senior / Fred Walsh / Ben Maddison
+44 (0)20 7610 7600
WG Partners (Joint Broker)
Nigel Birks / Chris Lee / Claes Spång
+44 (0) 203 705 9330
FTI Consulting (International)
Brett Pollard / Victoria Foster Mitchell
+44 (0)20 3727 1000
brett.pollard@fticonsulting.com /
victoria.fostermitchell@fticonsulting.com
FTI Consulting (France)
Arnaud de Cheffontaines / Astrid Villette
+33 (0)147 03 69 47 / +33 (0)147 03 69 51
arnaud.decheffontaines@fticonsulting.com /
astrid.villette@fticonsulting.com
About Novacyt Group
The Novacyt Group is an international diagnostics business
generating an increasing portfolio of in vitro and molecular
diagnostic tests. Its core strengths lie in diagnostics product
development, commercialisation, contract design and manufacturing.
The Company's lead business units comprise of Primerdesign and
Lab21 Products, supplying an extensive range of high quality assays
and reagents worldwide. The Group directly serves oncology,
microbiology, haematology and serology markets as do its global
partners, which include major corporates.
For more information please refer to the website:
www.novacyt.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODPGUMACUPBGRP
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