LONDON, UK: OptiBiotix Health plc (AIM: OPTI), a life sciences business, intends to hunt admission of its wholly owned subsidiary, ProBiotix Health Limited , onto the AQSE Growth Market with an related fund raise and distribution in specie.
Key points
• Proposed £2.5m 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 on the record date.
ProBiotix Health
ProBiotix was established by OptiBiotix to develop probiotics to tackle heart problems and different lifestyle conditions that are affecting rising numbers of individuals throughout the world. Since its creation, ProBiotix has become a chief in microbiome modulating compounds to be used in functional meals and supplements.
Human volunteer research have proven that ProBiotix’s principal product, LP-LDL®, can reduce key cardiovascular risk markers, such as total cholesterol, LDL (bad) cholesterol, and Apolipo protein B, by as much as 34.2 per cent, 28.4 per cent and 28.6 per cent respectively (RNS 18:1:22). Structured consumer research have confirmed these findings in real-world use of merchandise with 95% of customers stating that the product was effective, and 90% reporting they would recommend the product to household and friends (RNS: 1:2:22). Since launching LP-LDL® in May 2017 ProBiotix has signed over 38 agreements together with a variety of large pharmaceutical companies such as AlfaSigma and Actial Pharma as a product line extension of its VSL#3® brand, one of many world’s best known probiotic brands.
LP-LDL® was designated Generally Recognized As Safe (“GRAS“) by an independent Expert GRAS Panel within the United States in February 2019, which extends its applications from use as a complement to make use of as a functional ingredient in a variety of food, dairy, and beverage merchandise within 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 attain USD 91.1 billion by 2026, at a CAGR of 8.3% throughout the forecast period. Factors affecting the expansion of the probiotics market are well being advantages related to probiotic-fortified foods, technological developments in probiotic products, and technological developments in probiotic merchandise driving consumer demand for science-based products.
In OptiBiotix’s most up-to-date buying and selling assertion to 31 December 2021 (notified 28 February 2022), ProBiotix Health Ltd reported unaudited EBITDA of £195k, (2020: £88k) with total gross sales of £1.1m (2020: £821k).
Reason for the listing
OptiBiotix believes that the best way to exploit the a quantity of alternatives offered by the microbiome is to construction the enterprise throughout prebiotic and probiotic technology platforms as wholly owned subsidiaries, every containing its personal technology, IP portfolio and partner agreements, with potential for a separate exit. OptiBiotix’s Probiotic subsidiary containing its ldl cholesterol and blood pressure reducing pressure LPLDL® has made strong scientific and commercial progress. The enterprise makes use of its excessive throughput OptiScreen® technology for the identification of probiotics with particular well being advantages as dietary supplements or therapeutic merchandise creating the potential for a pipeline of future products.
Whilst this technique creates a quantity of alternatives it can result in group funding being shared throughout a variety of platforms which can restrict the alternatives which could be higher exploited if individually funded.
The Company believes that ProBiotix has established a strong place with its merchandise nominated for a quantity of awards, excellent outcomes from clinical studies, five-star buyer reviews and rising gross sales delivering early profit. The Board believe the scale of the alternatives offered by its LPLDL are past these currently being exploited and could also be best realised by a separate itemizing and fundraise.
The deliberate Admission of ProBiotix Health permits the enterprise to increase territories, develop direct to consumer product sales, expand into the dairy market, and additional discover the potential of LPLDL as a live biotherapeutic or OTC product with consumer well being pharma companies. These developments have the potential for substantial future worth enhancement.
Fundraise and listing
As a half of the Proposed Admission, ProBiotix Health is seeking to raise roughly £2.5m through a placing and subscription at an indicative premoney valuation of £22.5m. Peterhouse Capital Limited (“Peterhouse“) is acting as AQSE Corporate Adviser and dealer to ProBiotix Health.
ProBiotix Health has received superior assurance from HMRC that the shares to be issued pursuant to the Fundraise will rank as “eligible shares” for the needs of the Enterprise Investment Scheme.
In order to present OptiBiotix shareholders with the chance to make investments directly in ProBiotix Health, the Company has agreed with Peterhouse that applications could also be made on behalf of existing OptiBiotix shareholders to purchase Shares in ProBiotix Health by subscription (“Subscription“).
Peterhouse cannot take direct orders from particular person private investors. Accordingly, independent monetary advisers, stockbrokers, or different firms authorised by the Financial Conduct Authority, ought to talk their clients’ curiosity within the Subscription by contacting Peterhouse on 020 7220 9797 or 020 7469 0936. Each application ought to state the variety of Shares that the interested party needs to purchase and ought to be submitted to Peterhouse no later than 4.30 pm on 23 March 2022.
As far as is practical, participation within the Subscription will be prioritised for shareholders in OptiBiotix. Peterhouse may select to not settle for applications and/or to settle for applications, both in whole or in part, on the foundation of allocations decided at their sole discretion (after session with the Company) and may scale down any applications for this purpose on such foundation as Peterhouse may determine.
Distribution
In reference to 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’re on the Company’s register of members on the shut of enterprise on Friday 25 March 2022 (“Record Date“), such shareholders being known as “Qualifying Shareholders”. The Dividend Shares will be allotted on a professional rata basis. The final variety of Dividend Shares to be distributed will be decided by the quantity of funds raised through the placing and subscription and the necessity for OptiBiotix’s shareholding in ProBiotix Health to be reduced below 50% to meet the HMRC EIS requirements.
The Dividend Shares are anticipated to symbolize between 35% and 37% of the issued share capital of ProBiotix Health admitted to buying and selling on the AQSE Growth market. Following the Distribution, the Company will maintain between 46-48%, with the remaining 13- 18% held by new shareholders.
The authorized title to the Dividend Shares will be held by Global Prime Partners Ltd acting as nominee on behalf of every of the Qualifying Shareholders (“Nominee“) and an ‘omnibus’ share certificates in respect of the Dividend Shares will be issued and held by the Nominee.
The Nominee will maintain the Dividend Shares on belief for every of the Qualifying Shareholders for a minimal interval of 9 months following admission to buying and selling on AQSE of the issued share capital of ProBiotix Health.
The Lock-up Period is meant to contribute to the creation of an orderly market in ProBiotix Health’s shares for a interval after admission to trading.
The authorized title to the Dividend Shares will be held by the Nominee under a declaration of belief on phrases that, in relation to any shareholder decision of ProBiotix Health, the Nominee will request that ProBiotix Health’s registrar seeks the voting directions of every Qualifying Shareholder in relation to the Dividend Shares it’s holding on that Qualifying Shareholder’s behalf. The Nominee will vote these Dividend Shares in accordance with such directions because it receives. At the finish of the Lock-up Period, the Nominee will be entitled to execute inventory switch forms to switch the authorized title to the Dividend Shares to every Qualifying Shareholder (as appropriate).
Qualifying Shareholders will obtain a letter informing them of their beneficial holdings of Dividend Shares shortly after the switch of the Dividend Shares to the Nominee.
Following the Lock-up Period, and upon switch of the authorized title within the Dividend Shares by the Nominee, Qualifying Shareholders will obtain particular person share certificates in respect of their Dividend Shares. The Company’s articles of affiliation allow such a Distribution with out particular consent of the Company’s shareholders.
CREST shareholders ought to note that pursuant to the Dividend the ProBiotix shares will be transferred to the Nominee to be held on belief for the profit of the OptiBiotix shareholders.
CREST will not therefore be elevating market claims in respect of the entitlements to ProBiotix shares and as a result this occasion will deviate from the regular dividend in specie procedures. Any market claims will therefore want to be agreed bi-laterally between affected participants following the switch of the ProBiotix shares from the Nominee to the entitled OptiBiotix shareholders in January 2023.
Stephen O’Hara, CEO of OptiBiotix, commented: “OptiBiotix has adopted a technique of developing a quantity of technology platforms within the microbiome space which can be developed as separate authorized entities with the potential for exit by commerce sale or IPO. OptiBiotix shareholders profit by having a place in a quantity of companies, and with it the prospect of a quantity of returns, as a mixture of dividends and asset worth enhancement utilizing non-dilutive funding.
“ProBiotix has now reached a stage of scientific and commercial maturity with strong IP, rising sales, and a worthwhile business. It now desires to speed up commercial progress by securing funding to increase territories, develop direct to consumer product sales, and expand into key markets like dairy and pharma. The deliberate Admission to AQSE and fundraise creates the chance for ProBiotix to focus its actions on driving the occasion and commercialisation of LP-LDL® into key markets, like dairy and pharma, and create the potential for substantial future worth enhancement.”
www.optibiotix.com