TIDMAVO
RNS Number : 5011Y
Advanced Oncotherapy PLC
05 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310. MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS PREVIOUSLY BECAME AWARE OF SUCH INSIDE INFORMATION. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND ALL SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
5 May 2023
ADVANCED ONCOTHERAPY PLC
("Advanced Oncotherapy", "AVO" or the "Company")
Additional funding from Secured Convertible Note Facility
Further to the Company's announcements released on 1 March 2023,
20 March 2023 and 18 April 2023, Advanced Oncotherapy (AIM:AVO),
the developer of LIGHT, the next-generation proton therapy system
for cancer treatment, announces that is has raised a further
GBP1.37 million under its secured convertible loan note agreement
(the "Secured Convertible Note") from existing investors including
a total of GBP420,000 from certain Directors of the Company as
detailed below (together, the "Lenders"). This brings the total
amount of funds raised under the Secured Convertible Note to GBP
6.345 million.
Of the additional funds raised under the Secured Convertible
Note, GBP1.245 million has been received as at the date of this
announcement. The balance of funds totalling GBP125,000 are due to
be received shortly.
The additional funding received from the Secured Convertible
Note aims to provide the Company with a cash runway until towards
the end of May 2023. The Company continues to take steps to raise
additional financing, including through raising further funds
pursuant to the Secured Convertible Note. Whilst the terms of the
Secured Convertible Note increase the cost to the Company of the
overall facility, the Directors of Advanced Oncotherapy believe
that the Secured Convertible Note is the most attractive available
fundraising option to the Company at the current time and is
therefore in the best interests of the Company and its
shareholders.
Dr. Mike Sinclair, Executive Chairman of Advanced Oncotherapy,
commented:
"Previously achieving a world first in accelerating protons in a
linear manner to reach clinical energy levels validated the talent,
dedication and skill of our team. That this has not been reflected
in the market value of our Company speaks volumes about the market
for early stage medtech stocks in our current jurisdiction. Your
Board is determined to address this challenging paradox."
Further updates on fundraising will be provided as
appropriate.
As announced on 1 March 2023, the key terms of the Secured
Convertible Note are as set out in the table below:
Maturity Date 9 months from the date of the secured convertible
loan note agreement
Conversion Option to convert prior to the Maturity Date
at 20% discount to the next equity fund raising
of the Company
---------------------------------------------------
Interest Rate Fixed interest of 1.25% per month until the
earliest of the full redemption or the conversion
of the loan
---------------------------------------------------
Revenue share The Operator of the Harley Street Centre shall
entitlement pay to the Lenders a pro rata portion of the
for the Harley revenue generated by the Proton Therapy machine
Street machine which is to be installed in Harley Street.
The total revenue amount will be capped at
GBP2.5 million per annum and the portion each
Lender will receive will be calculated on
a pro rata basis according to each Lender's
loan amount of the total Secured Convertible
Note. The first payment shall be made at the
end of the first full calendar year of operations
of the proton centre located on Harley Street
(London, UK). An annual payment shall be made
for 10 consecutive years. Even if the Secured
Convertible Note is redeemed prior to the
maturity date or converted into Ordinary Shares,
the revenue share entitlement will continue
for the full 10 years.
---------------------------------------------------
A summary of the other material terms of the Secured Convertible
Note is set out in the Appendix of this announcement.
Director participation
Certain of the Directors (the "Participating Directors"),
detailed below, are increasing their subscription in the Secured
Convertible Note, which is deemed to be a Related Party Transaction
pursuant to AIM Rule 13.
Secured Convertible Note
Director E xisting participation A dditional Total Participation
of the Secured participation
Convertible Note of the Secured
Convertible Note
Michael Sinclair GBP563,000 GBP270,000 GBP833,000
(Executive
Chairman)
------------------------ ------------------ --------------------
Michael Bradfield GBP80,000 GBP50,000 GBP130,000
(Non-Executive
Director)
------------------------ ------------------ --------------------
Enrico Vanni GBP30,000 GBP50,000 GBP80,000
(Non-Executive
Director)
------------------------ ------------------ --------------------
Prof. Stephen GBP25,000 GBP50,000 GBP75,000
Myers
(Executive
Director and
ADAM Executive
Chairman)
------------------------ ------------------ --------------------
Revenue share entitlement
Director Existing revenue Additional revenue Total revenue share
share entitlement share entitlement entitlement p.a.**
p.a.** p.a.**
Michael Sinclair GBP140,750 GBP67,500 GBP208,250
(Executive
Chairman)
------------------- ------------------- --------------------
Michael Bradfield GBP20,000 GBP12,500 GBP32,500
(Non-Executive
Director)
------------------- ------------------- --------------------
Enrico Vanni GBP7,500 GBP12,500 GBP20,000
(Non-Executive
Director)
------------------- ------------------- --------------------
Prof. Stephen GBP6,250 GBP12,500 GBP18,750
Myers
(Executive
Director and
ADAM Executive
Chairman)
------------------- ------------------- --------------------
**Revenue share entitlement and pro rata calculations are based
on GBP10 million being raised under the Secured Convertible Note.
Revenue share entitlement is calculated pro rata the aggregate
amount raised. Should additional funds be raised the revenue share
entitlements will decrease and be based pro rata on the higher
amount raised.
Related party transaction disclosure
The Participating Directors are directors of AVO and therefore
related parties of the Company for the purposes of the AIM Rules
for Companies ("AIM Rules"). Participation in the Secured
Convertible Note by the Participating Directors is a related party
transaction under the AIM Rules. The independent Directors (being
Lori Cross and Renhua Zhang) of AVO consider, having consulted with
the Company's nominated adviser, Allenby Capital Limited, that the
terms of the participation in the Secured Convertible Note by the
Participating Directors are fair and reasonable insofar as the
Company's shareholders are concerned.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, AVO confirms
that, following this further raise under the Secured Convertible
Note , it now has 6,220,125 senior secured fixed rate convertible
loan notes ("Loan Notes") in issue (as at today's date), which have
a maturity date of 11 January 2024 and are convertible into
ordinary shares of 25p each in the Company at a conversion price
representing a 20% discount to the next equity fund raising
undertaken by the Company. The Loan Notes pay an interest rate of
1.25% per month and includes a revenue sharing agreement with
Harley Street Centre.
AVO also confirms that as at the close of business on 4 May 2023
its issued share capital consisted of 537,481,209 ordinary shares
of 25 pence each. The International Securities Identification
Number for the Company's ordinary shares is GB00BD6SX109.
Advanced Oncotherapy plc www.avoplc.com
Dr. Michael Sinclair, Executive Chairman Tel: +44 (0) 20 3617 8728
Nicolas Serandour, CEO
WH Ireland Limited (Financial adviser) Tel: +44 (0) 20 7220 1666
Antonio Bossi / James Bavister AVOPLC@whirelandcm.com
Allenby Capital Limited (Nomad and
Joint Broker)
Nick Athanas / Piers Shimwell (Corporate Tel: +44 (0) 20 3328 5656
Finance)
Amrit Nahal / Matt Butlin (Sales &
Corporate Broking)
SI Capital Ltd (Joint Broker)
Nick Emerson Tel: +44 (0) 1483 413
500
Jon Levinson Tel: +44 (0) 20 3871 4066
About Advanced Oncotherapy Plc www.avoplc.com
Advanced Oncotherapy, a UK headquartered company with offices in
London, Geneva, The Netherlands and in the USA, is a provider of
particle therapy with protons that harnesses the best in modern
technology. Advanced Oncotherapy's team "ADAM," based in Geneva,
focuses on the development of a proprietary proton accelerator
called, Linac Image Guided Hadron Technology (LIGHT). LIGHT's
compact configuration delivers proton beams in a way that
facilitates greater precision and electronic control.
Advanced Oncotherapy will offer healthcare providers affordable
systems that will enable them to treat cancer with innovative
technology as well as expected lower treatment-related side
effects.
Advanced Oncotherapy continually monitors the market for any
emerging improvements in delivering proton therapy and actively
seeks working relationships with providers of these innovative
technologies. Through these relationships, the Company will remain
the prime provider of an innovative and cost-effective system for
particle therapy with protons.
Appendix
Secured Convertible Note
Financing instrument Secured interest-bearing convertible facility
Principal Up to GBP15 million
-----------------------------------------------------
Maturity Date 9 months from the date of the secured convertible
loan note agreement
-----------------------------------------------------
Conversion Option to convert prior to the Maturity Date
at 20% discount to the next equity fund raising
of the Company
-----------------------------------------------------
Interest Rate Fixed interest of 1.25% per month until the
earliest of the full redemption or the conversion
of the loan
-----------------------------------------------------
Revenue share The Operator of the Harley Street Centre shall
entitlement pay to the Lenders a pro rata portion of the
for the Harley revenue the Operator will receive from the
Street machine Proton Therapy machine which is to be installed
in Harley Street. The total revenue amount
will be capped at GBP2.5 million per annum
and the portion each Lender will receive will
be calculated on a pro rata basis according
to each Lender's loan amount of the total
Secured Convertible Note. The first payment
shall be made at the end of the first full
calendar year of operations of the proton
centre located on Harley Street (London, UK).
An annual payment shall be made for 10 consecutive
years. Even if the Secured Convertible Note
is redeemed prior to the maturity date or
converted into Ordinary Shares, the revenue
share entitlement will continue for the full
10 years.
-----------------------------------------------------
Security Secured against the same assets as the existing
facilities in place with Nerano Pharma Ltd,
on a pari passu basis, such as the LIGHT components
being built in Daresbury and Geneva, associated
intellectual property and the property at
Harley St.
-----------------------------------------------------
Assignment All transfers and assignments are subject
and transfer to the Lender receiving the Company's prior
by the Lender consent not to be unreasonably withheld. Such
proposed transfer or assignment will not be
permitted when the proposed transferee or
assignee is a person whose principal business
or material activity is investing in distressed
debt or the purchase of loans or other debt
securities with the intention of (or view
to) owning the equity (loan to own) or gaining
control of a business or exploiting holdout
or blocking positions.
-----------------------------------------------------
AOB In the event other investors wish to subscribe
to this instrument up to a maximum aggregated
amount of GBP15 million those investors would
benefit from the same terms as detailed above,
notably in relation to the interest rate and
(on a pro rata basis) the security package
and revenue share entitlement.
Any subscription under the Secured Convertible
Note is subject to the consent of the Lenders
and Nerano Pharma Ltd ("Nerano") and disclosure
to the Lenders and Nerano of the identity
of such new subscriber.
-----------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IODUPUAUAUPWPUC
(END) Dow Jones Newswires
May 05, 2023 02:00 ET (06:00 GMT)
Advanced Oncotherapy (LSE:AVO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Advanced Oncotherapy (LSE:AVO)
Historical Stock Chart
From Apr 2023 to Apr 2024
