13 March 2024
SEED
Innovations Limited
("SEED"
or the "Company")
Investee Company Update:
Northern Leaf
SEED Innovations Ltd, the AIM-quoted
investment company providing shareholders with exposure to
early-stage health, wellness, and medical cannabis companies to
which in normal circumstances they have limited access to, notes
that its portfolio company, Northern Leaf plc ("Northern Leaf"), a
Jersey based medical cannabis producer, has announced the signing
of binding heads of terms for an all-share merger with Voyager Life
plc ("Voyager"), a Scottish health and wellness group formulating,
manufacturing and supplying high-quality Cannabidiol, hemp seed oil
and hemp-related products.
The Company owns 1,236,331 ordinary shares in Northern Leaf
representing c.0.55% of Northern Leaf's issued share
capital. As at the last balance sheet date, the Company's
interest in Northern Leaf was valued at £444,000 (as at 30/9/2023),
subsequently revalued to £13,000 per the Company's RNS of 22
December 2023. Based on the terms of the merger as outlined
below, SEED would carry its interest in Voyager at c.£5,000 based
on the preliminary consideration; such interest to be held in
Voyager shares traded on the Aquis Stock
Exchange.
The following excerpt from the
announcement, which was released by Voyager publicly on the Aquis
Stock Exchange is set out without any material changes.
Voyager Life
plc
Proposed merger with Northern
Leaf
Voyager, the health and wellness
group formulating, manufacturing and supplying high-quality
Cannabidiol (CBD), hemp seed oil and hemp-related products, is
pleased to announce that it has signed heads of terms with Northern
Leaf plc ("Northern Leaf") for a merger of the two companies (the
"Merger").
The Merger would value the enlarged
group at in excess of £5 million, based on Voyager's current share
price of 11 pence and assuming that the deferred consideration is
settled in full. The deferred consideration is described in
more detail below and, at its upper end, is based on potential
revenues by Northern Leaf of over £5 million by no later than 31
March 2025.
Based in Jersey, Channel Islands,
Northern Leaf is a cultivator and processor of pharmaceutical-grade
medical cannabis flower. The Merger will be effected through
the acquisition of the entire issued capital of Northern Leaf in
consideration by the issue of new Voyager ordinary shares ("New
Voyager Shares"). The transaction will create the first
vertically integrated cannabis company in the British Isles with
both pharmaceutical and health & wellness operations.
From its two bases in Scotland and Jersey, the enlarged group will
have multiple revenue streams and will comprise:
· 100,000 square feet of state-of-the-art indoor growing
facilities
· GACP
and GMP accredited facility
· Pharmaceutical customers in the UK and overseas
· VoyagerCann's manufacturing facility - both Voyager products
and white label
· Three
consumer brands - Voyager, Ascend Skincare and Infused
Amphora
· Retail
through online portals and Voyager's three own stores
· Wholesale of health & wellness products throughout the
UK
Terms of the Merger
The Merger comprises a total
consideration of up to 33,900,000 New Voyager Shares and includes a
preliminary element, a loyalty element, and deferred
performance-based consideration:
(i) Preliminary
consideration: 10,000,000 New Voyager Shares issued pro rata to
shareholders of Northern Leaf
(ii) Loyalty
consideration: up to 2,000,000 New Voyager Shares issued to
shareholders of Northern Leaf who remain on the shareholder
register for six months after completion in proportion to their
current shareholdings in Northern Leaf
(iii) Deferred consideration:
up to 21,900,000 New Voyager Shares issued pro rata to shareholders
of Northern Leaf subject to Northern leaf achieving annual revenues
by no later than 31 March 2025 of:
· not
less than £2.0 million - 10,950,000 New Voyager Shares
· more
than £5.0 million - a further 10,950,000 New Voyager
Shares
New Voyager Shares will vest on a
straight line basis for revenue in between the £5.0 million upper
and £2.0 million lower limits.
Voyager announcement
Ends
The announcement in full can be
accessed from the following link: https://www.aquis.eu/stock-exchange/announcements/4513123
-Ends-
For further information on the
Company please visit: www.seedinnovations.co or
contact:
Ed McDermott
Lance de Jersey
|
SEED Innovations Ltd
|
E: info@seedinnovations.co
|
James Biddle
Roland Cornish
|
Beaumont Cornish Limited,
Nomad
|
T: (0)20 7628 3396
|
Isabella Pierre
Damon Heath
|
Shard Capital Partners
LLP
Broker
|
T: (0)20 7186 9927
|
Ana Ribeiro/ Isabelle de Salis
/Isabelle Morris
|
St Brides Partners Ltd,
Financial PR
|
E: seed@stbridespartners.co.uk
|
Notes
Seed Innovations Ltd
SEED Innovations is an AIM quoted
investment company focused primarily on disruptive high growth life
sciences and technology businesses particularly within the medical
cannabis arena. The Company's strategy is to identify early-stage
opportunities that have an upcoming investment catalyst and grow
its portfolio in terms of value whilst limiting the number of
investee companies to a level where relevant time can be devoted to
each.
About Northern Leaf
Limited
Northern Leaf is a medical cannabis
cultivator based in Jersey that, in December 2020, was granted the
first UK commercial high THC medical cannabis license since UK
based GW Pharmaceuticals (NASDAQ:GWPH) in 1998. The Company is
leading the development of a new industry for the British Isles,
creating centres of excellence, using state-of-the-art tracking
systems and robust policies and procedures to ensure the highest
levels of quality from seed to sale.
With a secure operational facility
already built in Jersey where the favourable climate and sunshine
hours contribute to a comparably lower cultivation cost, Northern
Leaf will grow commercial quantities of medical cannabis for the
rapidly growing European market, including the key markets of the
UK, Germany, and Israel. For more information about Northern Leaf,
please visit https://www.northern-leaf.com/.