TIDMSENS
RNS Number : 7252H
Sensyne Health PLC
08 April 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Sensyne Health plc
("Sensyne" or the "Company")
Board Change and Updates on Financing and Formal Sale
Process
Oxford, U.K. - 8 April 2022: Sensyne Health plc (LSE:SENS)
("Sensyne" or the "Company") today announces a financing update
following the Company's receipt of terms from its secured lenders
to access additional capital of up to GBP15 million to strengthen
its financial position, an update on its ongoing Formal Sale
Process ("FSP") and a change to the Board. The terms of the
proposed funding, among other requirements, propose that the
Company delists from AIM.
Board Change
The Founder and Chief Executive Officer Lord Drayson has agreed
to step down from the Board with immediate effect and the Board has
agreed to appoint Mr Alex Snow as Chief Executive Officer. Alex is
an experienced entrepreneur with extensive experience and a proven
track record in both finance and the commercialisation of
world-leading science through public-private partnerships in the
U.K.
The appointment of Alex Snow will take effect upon execution of
amendments to the note purchase agreement (details of which were
announced on 26 January 2022) which will provide for additional
capital to continue to fund the business (see Financial Position
Update below). This is expected to occur within the next ten days
during which time Dr Richard Pye (Chief Financial Officer) will
assume chief executive duties. Over the course of the coming
months, the Board, with the support of the Noteholders, expects
Alex to effect a restructuring and refocusing of the business on
its core real world patient data business unit, and work in
partnership with the National Health Service and the Life Sciences
community to develop and discover new medicines and improve patient
outcomes through the analysis of anonymised real world patient
data. Alex and the Noteholders have committed to take the business
forward consistent with the mission and values of Sensyne and its
leading standards in the ethical application of clinical AI to
health data.
About Alex Snow
Alex Snow is an experienced entrepreneur with extensive,
executive leadership and a proven track record in AI drug
discovery. Alex has a strong background in entrepreneurship and
investment in both finance and data driven life science industries.
He recently stepped down as Chairman of AI drug discovery company
Exscientia prior to its successful $2.6 billion Nasdaq IPO. In 2015
he co-founded Oxford Sciences Innovation Plc (OSI), now called
Oxford Science Enterprises, and raised more than GBP600 million to
commercialise world-leading science originating at Oxford
University. Prior to OSI, Alex spent 20 years in investment banking
and fund management, including as CEO of Lansdowne Partners UK LLP,
a long-standing shareholder in Sensyne, and as founder and CEO of
Evolution Group, a UK mid-market investment banking and wealth
management group sold to Investec Bank.
Financial Position Update
On 26 January 2022, the Company entered into a note purchase
agreement ("NPA") and warrant instrument with Gatemore Capital
Management LLP, Lansdowne Partners LLP and Sand Grove Capital
Management LLP (together the "Noteholders") and Peel Hunt LLP
(solely by virtue of Peel Hunt LLP receiving the majority of its
fee in loan notes) to secure GBP6.35 million of loan notes and an
additional GBP5 million of loan notes to be drawn down by mutual
consent. The combined GBP11.35 million proceeds were expected to
secure the Company's short term financing requirements and fund the
business through the ongoing FSP.
As of 6 April 2022, the Company's unaudited cash position was
GBP1.52 million.
The Company has entered into a non-binding term sheet with the
Noteholders to amend the NPA to provide up to GBP15 million in
additional loan notes. The initial tranche of additional loan notes
will be GBP5 million which will be accompanied by the grant of
warrants to subscribe for 8,239,957 ordinary shares at an exercise
price of GBP0.10. Further additional loan note financing will be
drawn in tranches up to a maximum aggregate of GBP15 million
(including the initial tranche). The additional loan notes will be
convertible into ordinary shares, and the existing loan notes will
be amended to provide for equivalent conversion rights. The term
sheet provides for certain amendments to the NPA which would
require the Company to seek certain shareholder approvals at a
general meeting. These approvals are summarised below:
- to subdivide and re-designate each ordinary share into one
ordinary share of GBP0.008 each and one deferred share of
GBP0.092;
- to grant rights to convert all outstanding and to be issued
loan notes into ordinary shares and dis-apply the statutory
pre-emption rights in respect of such conversion;
- to cancel the admission of the ordinary shares to trading on AIM;
- to amend the articles of association to set out the rights of the deferred shares; and
- to waive any requirement for the Noteholders to make a
mandatory offer for the Company under Rule 9 of the Takeover
Code.
Following execution of the amended NPA, the Company expects to
publish a circular and hold a general meeting by no later than 20
May. The approvals will allow for the conversion price for the loan
notes and the exercise price for the warrants to be set at a new
nominal value for the ordinary shares of GBP0.008 per share. The
Circular will contain full details of the matters to be put before
shareholders.
Whilst the Board believes the financing will proceed to
completion shortly, without it the Company is unlikely to be able
to continue to trade beyond this month.
Shareholders' attention is specifically drawn to the proposed
term to cancel the Company's shares from trading on AIM and the
highly dilutive impact of granting conversion rights to the
Noteholders and the proposed change in exercise price of the
warrants associated with the loan notes.
In addition, under the terms of the term sheet, the Noteholders
have the option to appoint an observer to the Board while the loan
notes remain outstanding. The Board has previously granted observer
status to a representative of Sand Grove Capital Management LLP and
to Oxford University Hospitals NHS Foundation Trust.
Commitments from the Noteholders to the NHS
The Board and the Noteholders recognise the importance of the
NHS Trusts relationships in the future of a private, restructured
and refocused business and the Noteholders have agreed that they
will commit to take reasonable steps to exercise their rights under
the amended and restated NPA in a manner that: (i) continues the
Company's ethical use of patient data; (ii) is consistent with the
Company's goal of enabling the Company to realise its mission to
become the leader in the ethical application of clinical AI to
health data, to improve patient care and accelerate medical
research; and (iii) allows for a sustainable commercial model to be
put in place with the NHS Trusts that reflects the value of patient
data supplied to the Company by the NHS Trusts.
Formal Sale Process Update
On 2 November 2021, the Company announced the launch of a
strategic review and commencement of a Formal Sale Process in which
it was also noted that, at that time, neither the Company nor Lord
Drayson were in discussions with any potential offeror or in
receipt of a possible offer for the Company. Since then, JP Morgan
and Peel Hunt (joint financial advisers to the Company) have
contacted a broad range of corporates and financial sponsors to
solicit interest in an offer for the Company or strategic
investment into the Company. On 14 January 2022, the Company
announced that a number of parties were having more detailed
discussions with the Company under the terms of non-disclosure
agreements. Discussions remain ongoing with a small number of
parties who may or may not make an offer for the Company or some
other strategic investment in or transaction with the Company.
The Board reserves the right to alter any aspect of the FSP
process or to terminate it at any time and will make further
announcements as appropriate. There can be no certainty that any
offer will be made for the Company, or as to the terms of any such
offer.
Prof Sir Bruce Keogh, Chairman of Sensyne Health, commented:
"I am grateful to the Noteholders for their continued support in
providing this financing, despite the difficulties the business has
faced over the past few months. This financing provides both the
certainty of a future for Sensyne as an independent life sciences
focused business and the opportunity to conclude the ongoing FSP.
We will of necessity need to reduce our cost base and propose
changes at a future general meeting that will have a significant
impact on our shareholders' interests.
"We are pleased to welcome Alex Snow, whose experience in life
sciences AI and capital-raising credentials will be invaluable as
he leads Sensyne through the next stage of its development.
"The Board wishes to thank Lord Drayson for his tireless
commitment to the Company and its aim to realise the potential of
clinical AI to revolutionise healthcare in partnership with the NHS
and international health systems. His vision has set the standard
for how healthcare providers like the NHS can benefit from the
analysis of health data in a transparent, ethical and fair
way."
Mr Alex Snow, Chief Executive Officer Designate of Sensyne
Health, said:
"I have been fascinated by the role of data within the
healthcare industry for many years, and increasingly see the
importance of real-world patient data in this landscape. Sensyne
Health has developed significant relationships with meaningful NHS
Trusts and has already started to build a first class common data
platform for the analysis of multimodal and longitudinal anonymised
patient data records, which in recent months has evolved to
industrial scale. It also has a first-class team focused on this
platform.
"I am looking forward to working with this team and cementing
our relationships with our NHS Trust partners as we build out our
platform and accelerate our capability to support the life sciences
industry in driving value from this real-world patient data."
Lord (Paul) Drayson PhD, former Chief Executive Officer of
Sensyne Health, said:
"It has been a privilege to build Sensyne Health. I am proud of
the team of talented and committed people that work at Sensyne and
what we have created together. We pioneered a new model for the
ethical use of AI and patient data and have proven that it improves
outcomes for patients and accelerates medical research. Under my
leadership the Company secured key partnerships with the NHS, US
health systems and the life sciences industry, built a database of
over 48 million anonymised patient records and won awards for its
innovative AI enabled software that has helped care for millions of
patients across the UK. I am pleased that the Company has secured
the finance to build on this foundation and that the new CEO and
Noteholders have committed to maintain the mission and values of
the Company that I founded. I wish Sensyne Health and its staff
every success in the future."
Regulatory Disclosures
The following information is disclosed pursuant to Schedule Two,
paragraph (g) of the AIM Rules for Companies:
Alexander Charles Wallace Snow (age 52):
Current Directorships or Partnerships:
-- No.21 LLP
-- Verso Biosense Limited
-- Verso Biosense Group Limited
-- Vivoplex Animal Health Limited
-- Summer Fields School Trust Limited
Directorships or Partnerships held within the past 5 years:
-- Exscientia AI Limited
-- Transcend Packaging Limited
-- Amerisur Resources Limited
-- Turf to Table Ltd
-- W DEB MVL PLC
-- Oxford Science Enterprises PLC
There is no further information required to be disclosed
pursuant to Schedule Two paragraph (g) of the AIM Rules in respect
of Mr Snow.
-ENDS-
Notes for editors:
About Sensyne Health : https://www.sensynehealth.com/
Sensyne Health plc (LSE: SENS) is a clinical artificial
intelligence company operating a unique business model - a
for-profit plc making a positive social impact, sharing the
financial returns it makes with health systems. The company applies
clinical AI in the healthcare and life science industries. In
healthcare, Sensyne delivers remote patient monitoring and
real-time decision-making systems for healthcare organisations and
their patients. In life sciences, Sensyne analyses large complex
anonymised data sets to help life sciences companies accelerate the
development of new medicines.
Sensyne is listed on the AIM Market of the London Stock Exchange
(SENS.L).
Sensyne Health
Dr Richard Pye, Chief Financial Officer +44 (0) 330 058 1845
Peel Hunt LLP (Nominated Adviser and Joint + 44 (0) 20 7418
Broker) 8900
Dr Christopher Golden
James Steel
Liberum (Joint Broker)
Phil Walker + 44 (0) 20 3100
William Hall 2000
Consilium Strategic Communications
Mary-Jane Elliott +44 (0) 7780 600290
Jessica Hodgson
CSCSensynehealth@consilium-comms.com
Contact details:
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