SkinBioTherapeutics plc
("SkinBioTherapeutics" or "the
Company")
£5.0m
Convertible Bond Facility
First
facility drawdown of £1.6m for acquisition of
Dermatonics, a specialist in topical & dermatological
products
25 January 2024 -
SkinBioTherapeutics plc, (AIM: SBTX, or the "Company"), the life
science business focused on skin health announces that it has entered into a £5.0 million convertible bond
facility (the "Facility") with Macquarie Bank Limited ("MBL") and
CLG Capital LLC ("CLG").
The Facility would be used primarily
to enable the Company to execute one or more near term earnings
accretive acquisitions.
Today, the Company has
drawn down a £1.6 million tranche from the £5.0
million Facility, in order to finance the
upfront cash consideration of £1.68 million for the acquisition of
Dermatonics, a
specialist in innovative topical and dermatological products in the
skincare / woundcare space (see separate announcement
today).
Details of the Proposed Facility
Under the Facility, MBL and CLG will
provide a convertible bond facility of up to £5.0 million with
a coupon on drawn down amounts of 1% per annum over the 3-month
term SONIA rate and payable quarterly in cash.
The convertible bonds will be issued
in multiple tranches, subject to conditions precedent as set out in
the subscription agreement among the Company, MBL and CLG
("Subcription Agreement"). MBL and CLG will purchase the
convertible bonds at a fixed price equal to 92% of the principal
amount for the first tranche (97% of the principal amount for
subsequent tranches). MBL will purchase the first tranche, and each
subsequent tranche will be purchased by MBL or CLG pursuant to the
terms of the Subscription Agreement.
MBL and CLG can convert the
convertible bonds into SkinBioTherapeutics shares
("Shares") by issuing a conversion notice with the price set
at the higher of (i) 93% of the 5-day Volume Weighted Average Price
of the Shares on one trading day selected by the holder in its sole
discretion out of the 5 trading days immediately preceding the date
of the conversion notice, and (ii) the minimum conversion price
(£0.0475 for the first tranche). The convertible bonds shall have a
maturity of two years from issuance.
In addition, warrants amounting to
30% of each tranche will be attached to each tranche of the
convertible bonds. The warrants will have a strike price fixed at
the Volume Weighted Average Price on the 5 trading days immediately
preceding any tranche issuance. The warrants will expire three
years after issuance. The number of warrants to be issued under the
first tranche is 2,349,244 shares with an exercise price of
£0.204321 per share.
The convertible bonds would be
capable of redemption at any time by the Company with 20 business
days' notice at par plus 8% premium of the principal amount
remaining.
MBL and CLG would be unable to
convert the convertible bonds to Shares where such conversion would
mean that they would become interested (as defined in the City Code
on Takeovers and Mergers (the "Takeover Code")) in shares that in
aggregate carry more than 19.99 per cent of the of the voting
rights of the SkinBioTherapeutics. Instead, the Company would be
required to make a cash alternative payment [reflecting the amount
being converted].
The Company will seek shareholder
approval, should this be required, in order to issue the
convertible bonds in accordance with the tranches which may be
drawn under the Facility.
Stuart Ashman, CEO of SkinBioTherapeutics
Plc, said:
"Announcement of this new financing facility and our first
drawdown marks the first step in our acquisition strategy as laid
out in our FY results last year. We are delighted by the confidence
Macquarie Group and CLG Capital have shown in us and look forward
to working with them closely going forward. The £5.0 million
convertible bond facility complements our fundraise in November and
enables us to drive forward with our planned acquisitions.
Dermatonics is an established topical and dermatological company in
the skincare/woundcare space, which is immediately accretive
financially and operationally, and provides new channels for our
own products and brings new skills and resource to the
team."
-Ends-
Shareholder presentation and Q&A
CEO, Stuart Ashman, and CFO, Manprit
Randhawa, will provide a live presentation about the acquisition of
Dermatonics and the financing details via the Investor Meet
platform Friday 26 January at 10:00 am
GMT.
The presentation is open to all
existing and potential shareholders. Questions can be submitted
pre-event via your Investor Meet Company dashboard at any time
during the live presentation.
Investors can sign up to Investor
Meet Company for free and add to meet SkinBioTherapeutics at the
link
HERE.
Investors who already follow
SkinBioTherapeutics on the Investor Meet Company platform will
automatically be invited.
A recording of the presentation will
be available shortly afterwards on the SkinBioTherapeutics investor
relations section of the website HERE.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
For
more information please contact:
SkinBioTherapeutics plc
Stuart J. Ashman, CEO
Manprit Randhawa, CFO
|
Tel: +44 (0) 191 495
7325
|
Cavendish Capital Markets Limited
(Nominated Adviser & Broker)
Giles Balleny, Dan Hodkinson
(Corporate Finance)
Charlie Combe (Broking)
Dale Bellis, Tamar Cranford-Smith
(Sales)
|
Tel: +44 (0) 20 7220
0500
|
Instinctif Partners (financial press)
Melanie Toyne-Sewell / Jack
Kincade
|
Tel: +44 (0) 20 7457
2020
SkinBioTherapeutics@instinctif.com
|
Notes to Editors
About SkinBioTherapeutics plc
SkinBioTherapeutics is a life
science company focused on skin health. The Company's proprietary
platform technology, SkinBiotix®, is based upon discoveries made by
Professor Catherine O'Neill and Professor Andrew McBain.
The Company is targeting a number of
skin healthcare sectors, the most advanced of which are cosmetic
skincare and food supplements to modulate the immune system by
harnessing the gut-skin axis. In each area SkinBioTherapeutics
plans to exemplify its technology through human studies. The
Company's first product, AxisBiotix-Ps™, a food supplement to
address the symptoms of mild to moderate psoriasis.
The Company listed on AIM in April
2017 and is based in Newcastle, UK. For more information,
visit: www.skinbiotherapeutics.com and
www.axisbiotix.com.
|
About CLG Capital
LLC
CLG Capital LLC specialises
in structured transactions to high growth
companies providing patient capital for the companies they invest
in.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as ''believe'',
''could'', "should" ''envisage'', ''estimate'', ''intend'',
''may'', ''plan'', ''potentially'', "expect", ''will'' or the
negative of those, variations or comparable expressions, including
references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current
expectations and assumptions regarding the Group's future growth,
results of operations, performance, future capital and other
expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on
information currently available to the Directors.