TIDMAVO
RNS Number : 2447B
Advanced Oncotherapy PLC
31 May 2023
31 May 2023
ADVANCED ONCOTHERAPY PLC
("Advanced Oncotherapy", "AVO" or the "Company")
Partial conversion of Convertible Notes
Update on financing discussions
Further issue under Secured Convertible Note Facility
Advanced Oncotherapy (AIM: AVO), the developer of
next-generation proton therapy systems for cancer treatment,
announces that it has received a conversion notice for a portion of
the convertible notes, which were issued to a French counterparty,
as announced on 1 March 2023, into new ordinary shares of 25p each
in the share capital of the Company ("Ordinary Shares"). Further
details of the conversion are set out below:
-- Number of convertible notes converted: 10
-- Total value of the convertible notes being converted: GBP50,000
-- Conversion price: GBP0.25 being the higher of 90% of the
lowest daily VWAP in 15 days preceding conversion notice of
GBP0.0523854 or the nominal value of GBP0.25
-- Number of new Ordinary Shares issued from the conversion: 200,000
As set out in the Company's announcement on 1 March 2023, if the
conversion price is below the nominal value of the Ordinary Shares,
the Company shall pay the noteholder a conversion fee calculated to
compensate for the difference, which may be settled through the
issue of new Ordinary Shares or cash. As such, a conversion fee of
GBP56,702 (the "Conversion Fee") is to be paid. The Conversion Fee
will be settled through the issuance of 756,020 new Ordinary
Shares.
Application will be made for admission of the 200,000 new
Ordinary Shares deriving from the conversion of the convertible
notes and the 756,020 new Ordinary Shares in satisfaction of the
Conversion Fee to trading on AIM ("Admission") and it is expected
that Admission will occur on or around 6 June 2023.
Update on financing discussions
Advanced Oncotherapy's Board continues to consider financing
options that are in the best interests of the Company and its
shareholders and, since the announcement made by the Company on 5
May 2023, has taken steps to manage its working capital, including
through further cost reductions and managing of existing creditors
which will extend the Company's cash runway into June 2023. In
respect of further financing options being explored, the Company is
in discussions to raise further funding under the secured loan note
agreement as well as through other non-dilutive financing options
and the board is hopeful of securing additional financing during
June 2023. Whilst the Board is optimistic of a satisfactory outcome
on the financing options being explored, there ca n be no certainty
that these discussions will be successful, nor to the terms or
timing thereof.
Further announcements will be made with regards to financing at
the appropriate time.
Further issue under secured convertible loan note agreement
Further to the Company's announcements released on 1 March 2023
and 5 May 2023, the Company has issued convertible notes totalling
GBP34,600 under its secured convertible loan note agreement (the
"Secured Convertible Note") in settlement of amounts the Company
owed to an existing supplier.
This brings the total amount of Secured Convertible Notes to
GBP6,379,725.
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.
Total voting rights
Following Admission, the Company's enlarged issued share capital
will comprise 538,437,229 Ordinary Shares, with voting rights. The
Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of Ordinary Shares in the Company with voting
rights will be 538,437,229. This figure may be used by shareholders
in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, AVO confirms
that, following the receipt of funds under the Secured Convertible
Note , it now has 6,379,725 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 30 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 Tel: +44 (0) 20 3617
Chairman 8728
Nicolas Serandour, CEO
WH Ireland Limited (Financial Tel: +44 (0) 20 7220
adviser) 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
Finance) 5656
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 Secured interest-bearing convertible facility
instrument
Principal Up to GBP15 million
---------------------------------------------------
Maturity 9 months from the date of the secured convertible
Date 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 Fixed interest of 1.25% per month until the
Rate earliest of the full redemption or the conversion
of the loan
---------------------------------------------------
Revenue share The Operator of the Harley Street Centre
entitlement shall pay to the Lenders a pro rata portion
for the Harley of the revenue the Operator will receive
Street machine from the 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.
---------------------------------------------------
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END
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