TIDMOPTI
RNS Number : 0559F
OptiBiotix Health PLC
17 March 2022
OptiBiotix Health plc
("OptiBiotix" or the "Company" or "Group")
Intention to list ProBiotix Health on the AQSE Growth Market and
dividend in specie timetable
OptiBiotix Health p lc (AI M: OPTI), a life sciences busi ness d
eveloping compou n ds to tackle obesity, high cholesterol, diabetes
and skin care, a nnounces that it intends to seek admission (the
"Proposed Admission") of its wholly owned subsidiary, ProBiotix
Health Limited ("ProBiotix Health"), onto the AQSE Growth Market
with an associated fund raise and distribution in specie
("Distribution").
Key points
-- Proposed GBP2.5m fundraise by ProBiotix Health by way of placing and subscription.
-- EIS/VCT qualifying.
-- A distribution in specie of ProBiotix Health shares to
OptiBiotix Health plc shareholders on its register at the record
date.
ProBiotix Health
ProBiotix was established by OptiBiotix to develop probiotics to
tackle cardiovascular disease and other lifestyle conditions which
are affecting growing numbers of people across the world. Since its
creation, ProBiotix has become a leader in microbiome modulating
compounds for use in functional foods and supplements.
Human volunteer studies have shown that ProBiotix's principal
product, LP-LDL(R), can reduce key cardiovascular risk markers,
such as total cholesterol, LDL (bad) cholesterol, and Apolipo
protein B, by up to 34.2 per cent, 28.4 per cent and 28.6 per cent
respectively (RNS 18:1:22). Structured consumer studies have
confirmed these findings in real-world use of products with 95% of
users stating that the product was effective, and 90% reporting
they would recommend the product to family and friends (RNS:
1:2:22). Since launching LP-LDL(R) in May 2017 ProBiotix has signed
over 38 agreements including a number of large pharmaceutical
companies such as AlfaSigma and Actial Pharma as a product line
extension of its VSL(#) 3(R) brand, one of the world's best known
probiotic brands.
LP-LDL(R) was designated Generally Recognized As Safe ("GRAS")
by an independent Expert GRAS Panel in the United States in
February 2019, which extends its applications from use as a
supplement to use as a functional ingredient in a wide range of
food, dairy, and beverage products in the USA.
The global probiotics market is estimated to be valued at USD
61.1 billion in 2021 (Research and Markets, 2021) and is projected
to reach USD 91.1 billion by 2026, at a CAGR of 8.3% during the
forecast period. Factors affecting the growth of the probiotics
market are health benefits associated with probiotic-fortified
foods, technological advancements in probiotic products, and
technological advancements in probiotic products driving consumer
demand for science-based products.
In OptiBiotix's most recent trading statement to 31 December
2021 (notified 28 February 2022), ProBiotix Health Ltd reported
unaudited EBITDA of GBP195k, (2020: GBP88k) with total sales of
GBP1.1m (2020: GBP821k).
Reason for the listing
OptiBiotix believes that the best way to exploit the multiple
opportunities offered by the microbiome is to structure the
business across prebiotic and probiotic technology platforms as
wholly owned subsidiaries, each containing its own technology, IP
portfolio and partner agreements, with potential for a separate
exit. OptiBiotix's Probiotic subsidiary containing its cholesterol
and blood pressure reducing strain LP(LDL) (R) has made strong
scientific and commercial progress. The business uses its high
throughput OptiScreen(R) technology for the identification of
probiotics with specific health benefits as supplements or
therapeutic products creating the potential for a pipeline of
future products.
Whilst this strategy creates multiple opportunities it can lead
to group funding being shared across a number of platforms which
may limit the opportunities which could be better exploited if
separately funded.
The Company believes that ProBiotix has established a strong
position with its products nominated for multiple awards, excellent
results from clinical studies, five-star customer reviews and
growing sales delivering early profit. The Board believe the scale
of the opportunities offered by its LPLDL are beyond those
currently being exploited and may be best realised by a separate
listing and fundraise.
The planned Admission of ProBiotix Health allows the business to
extend territories, grow direct to consumer product sales, expand
into the dairy market, and further explore the potential of LPLDL
as a live biotherapeutic or OTC product with consumer health pharma
companies. These developments have the potential for substantial
future value enhancement.
Fundraise and listing
As part of the Proposed Admission, ProBiotix Health is seeking
to raise approximately GBP2.5m through a placing and subscription
at an indicative premoney valuation of GBP22.5m. Peterhouse Capital
Limited ("Peterhouse") is acting as AQSE Corporate Adviser and
broker to ProBiotix Health.
ProBiotix Health has received advanced assurance from HMRC that
the shares to be issued pursuant to the Fundraise will rank as
"eligible shares" for the purposes of the Enterprise Investment
Scheme.
In order to provide OptiBiotix shareholders with the opportunity
to invest directly in ProBiotix Health, the Company has agreed with
Peterhouse that applications may be made on behalf of existing
OptiBiotix shareholders to acquire Shares in ProBiotix Health by
subscription ("Subscription").
Peterhouse cannot take direct orders from individual private
investors. Accordingly, independent financial advisers,
stockbrokers, or other firms authorised by the Financial Conduct
Authority, should communicate their clients' interest in the
Subscription by contacting Peterhouse on 020 7220 9797 or 020 7469
0936. Each application should state the number of Shares that the
interested party wishes to acquire and should be submitted to
Peterhouse no later than 4.30 pm on 23 March 2022.
As far as is practical, participation in the Subscription will
be prioritised for shareholders in OptiBiotix. Peterhouse may
choose not to accept applications and/or to accept applications,
either in whole or in part, on the basis of allocations determined
at their sole discretion (after consultation with the Company) and
may scale down any applications for this purpose on such basis as
Peterhouse may determine.
Distribution
In connection with the Fundraise and Proposed Admission, the
Company is proposing to declare a 'dividend in specie' of ordinary
shares of ProBiotix Health ("Dividend Shares") to shareholders who
are on the Company's register of members at the close of business
on Friday 25 March 2022 ("Record Date"), such shareholders being
referred to as "Qualifying Shareholders". The Dividend Shares will
be allocated on a pro rata basis. The final number of Dividend
Shares to be distributed will be determined by the amount of funds
raised through the placing and subscription and the need for
OptiBiotix's shareholding in ProBiotix Health to be reduced below
50% to meet the HMRC EIS requirements.
The Dividend Shares are expected to represent between 35% and
37% of the issued share capital of ProBiotix Health admitted to
trading on the AQSE Growth market. Following the Distribution, the
Company will hold between 46-48%, with the remaining 13- 18% held
by new shareholders.
The legal title to the Dividend Shares will be held by Global
Prime Partners Ltd acting as nominee on behalf of each of the
Qualifying Shareholders ("Nominee") and an 'omnibus' share
certificate in respect of the Dividend Shares will be issued and
held by the Nominee. The Nominee will hold the Dividend Shares on
trust for each of the Qualifying Shareholders for a minimum period
of 9 months following admission to trading on AQSE of the issued
share capital of ProBiotix Health ("Lock-up Period"). The Lock-up
Period is intended to contribute to the creation of an orderly
market in ProBiotix Health's shares for a period after admission to
trading.
The legal title to the Dividend Shares will be held by the
Nominee under a declaration of trust on terms that, in relation to
any shareholder resolution of ProBiotix Health, the Nominee will
request that ProBiotix Health's registrar seeks the voting
instructions of each Qualifying Shareholder in relation to the
Dividend Shares it is holding on that Qualifying Shareholder's
behalf. The Nominee will vote those Dividend Shares in accordance
with such instructions as it receives. At the end of the Lock-up
Period, the Nominee will be entitled to execute stock transfer
forms to transfer the legal title to the Dividend Shares to each
Qualifying Shareholder (as appropriate).
Qualifying Shareholders will receive a letter informing them of
their beneficial holdings of Dividend Shares shortly after the
transfer of the Dividend Shares to the Nominee.
Following the Lock-up Period, and upon transfer of the legal
title in the Dividend Shares by the Nominee, Qualifying
Shareholders will receive individual share certificates in respect
of their Dividend Shares. The Company's articles of association
permit such a Distribution without specific consent of the
Company's shareholders.
CREST shareholders should note that pursuant to the Dividend the
ProBiotix shares will be transferred to the Nominee to be held on
trust for the benefit of the OptiBiotix shareholders.
CREST will not therefore be raising market claims in respect of
the entitlements to ProBiotix shares and as a result this event
will deviate from the normal dividend in specie procedures. Any
market claims will therefore need to be agreed bi-laterally between
affected participants following the transfer of the ProBiotix
shares from the Nominee to the entitled OptiBiotix shareholders in
January 2023.
The anticipated timetable is:
OptiBiotix announces ProBiotix Health (PBX) Thursday 17 March 2022
IPO and intended dividend in specie
Ex-dividend date for the distribution in Thursday 24 March 2022
specie
-----------------------
Record date for the distribution in specie Friday 25 March 2022
-----------------------
PBX shares admitted to AQSE Friday 31 March 2022
PBX Shares allotted to Nominee
-----------------------
Each of the dates set out above may be subject to change at the
absolute discretion of the Company.
Stephen O'Hara, CEO of OptiBiotix, commented : "OptiBiotix has
followed a strategy of developing multiple technology platforms in
the microbiome space which can be developed as separate legal
entities with the potential for exit by trade sale or IPO.
OptiBiotix shareholders benefit by having a position in multiple
companies, and with it the prospect of multiple returns, as a mix
of dividends and asset value enhancement using non-dilutive
funding.
"ProBiotix has now reached a stage of scientific and commercial
maturity with strong IP, growing sales, and a profitable business.
It now wants to accelerate commercial progress by securing funding
to extend territories, grow direct to consumer product sales, and
expand into key markets like dairy and pharma. The planned
Admission to AQSE and fundraise creates the opportunity for
ProBiotix to focus its activities on driving the development and
commercialisation of LP-LDL(R) into key markets, like dairy and
pharma, and create the potential for substantial future value
enhancement."
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
For further information, please contact:
OptiBiotix Health plc www.optibiotix.com
Stephen O'Hara, Chief Executive Contact via Walbrook
below
Cairn Financial Advisers LLP (NOMAD) Tel: 020 7213 0880
Liam Murray / Jo Turner / Ludovico Lazzaretti
Cenkos Securities plc (Broker) Tel: 020 7397 8900
Callum Davidson / Neil McDonald
Michael Johnson / Russell Kerr (Sales)
Walbrook PR Ltd Mob: 07876 741 001
Anna Dunphy
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed 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 Company'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 re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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END
MSCJFMMTMTMBTLT
(END) Dow Jones Newswires
March 17, 2022 03:00 ET (07:00 GMT)
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