TIDMEDEN
RNS Number : 6692J
Eden Research plc
30 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Eden Research Plc
("Eden" or "Company")
Sipcam commercial agreements, proposed Sipcam investment and
proposed institutional placing
Eden Research plc (AIM: EDEN), the AIM-listed company that
provides breakthrough biocontrol products and natural
microencapsulation technologies to the global agrochemicals, animal
health and consumer products industries, announces that it has
signed multiple new commercial and development agreements with its
partner, Sipcam SpA ("Sipcam"), representing a significant
expansion of the Company's existing relationship with them.
In addition to expanding the commercialisation "footprint" for
3AEY to include Australia, the companies are formalising their
relationship as collaborators, and Eden is granting Sipcam the
right to exclusively distribute Eden products in a range of new
countries, including some of the largest markets for agrochemicals
in the world. As part of Sipcam's overall commitment to the
relationship with Eden (in addition to the Subscription (defined
below)), in connection with the signed agreements, financial terms
have been agreed which include an upfront cash payment to Eden of
EUR0.6m and potential further future fees which are dependent upon
which rights, if any, Sipcam decides to take.
The Company also announces that it proposing to raise in
aggregate c.GBP2.4m (before expenses) through a subscription of up
to 20,494,330 new ordinary shares of 1 pence each in the Company
("Ordinary Shares") (the "Subscription Shares") and an
institutional placing of up to 1,915,888 new Ordinary Shares (the
"Placing Shares") (the "Placing") both at a price of 10.7 pence per
new Ordinary Share. Sipcam is proposing to make a strategic
investment of c.GBP2.2m in the Company and to enter into a
subscription agreement to subscribe for the Subscription Shares
(the "Subscription").
Commercial and Development Agreements with Sipcam
The agreements with Sipcam are summarised as follows:
-- Collaboration and Evaluation & Option Agreements
- Provides Sipcam with the first right to negotiate for the
distribution rights for new plant protection products that Eden
develops in countries where Sipcam has an affiliate, subject to
certain ongoing commitments and evaluations.
- Grants Eden access to Sipcam-owned technologies and R & D facilities.
- Grants Sipcam the right to evaluate a number of Sipcam-Oxon
Group's active substances encapsulated using Eden's Sustaineä
microencapsulation technology. This includes combinations with
Eden's own active ingredients.
- Provides a framework agreement for subsequent licence and/or
supply agreements under the collaboration.
-- Distribution Agreements
- Eden has agreed to appoint Sipcam as Eden's exclusive
distributor in Italy, Spain and Australia for 3AEY.
- 3AEY is Eden's first product that targets botrytis on grapes
and a range of additional high value fruits and vegetables. It is
sold as 3logyâ in Italy and Arawâ in Spain.
- The existing licence agreements with Sipcam (covering Italy
and Spain) will be terminated and replaced with the new
distribution agreements reflecting the evolution of Eden's business
model (from licensing to product sales) and providing Eden with the
potential for both additional [future] revenue and improved
profits.
Proposed Subscription and Placing
The Company is proposing to raise c.GBP2.4m (before expenses)
through the Subscription and the Placing. The net proceeds of the
Subscription and Placing would be used to:
-- Register existing and new products and increase the global reach of existing Eden products
-- Commence new R&D trials in both plant protection products and personal care applications
-- Pursue commercialisation of animal health products outside of the United States
-- Expand business and brand development activities
Sipcam is proposing to enter into a subscription agreement to
subscribe for the Subscription Shares. Under the terms of their
proposed subscription, Sipcam would enter into a lock-in agreement
which would prevent Sipcam from selling its Subscription Shares for
a period of three years. Sipcam would be granted the right to
appoint a director to the board of the Company for as long as it
retains a minimum interest of seven and a half (7.5) per cent. of
the issued share capital of the Company.
The price for the Subscription Shares and the Placing Shares of
10.7 pence reflects the average share price over 60 business days
up to 21 June 2017.
Assuming the full amount were issued, the Subscription Shares
and the Placing Shares would represent in aggregate approximately
12.1% of the Company's current issued share capital.
Sean Smith, Chief Executive of Eden, said: "We are pleased to
increase the breadth and depth of the commercial and collaborative
development arrangements that we have with Sipcam. They have proven
to be an excellent partner, and will be able to help us
commercialise our products and technologies in certain key parts of
the world at a much faster pace.
"The move from a licensing relationship to a distribution model
in Italy and Spain is in line with management's announced strategy
and will allow Eden to generate greater returns for the Company and
its shareholders which will, in turn, enable us to build the
business at an increased pace. In the short term, we will also be
expanding this relationship to include Australia, the world's fifth
largest producer of wine. Subject to further commercial and
technical evaluations, Sipcam shall also have the right to
commercialise 3AEY in additional key countries, subject to existing
agreements and evaluations that are already underway.
"Sipcam is a well-established sales, marketing and distribution
partner, as well as a formulator, to many of the leaders in the
agrochemical industry and, as such, we are confident that they will
continue to be excellent partners in this expanded
relationship.
"The significant resource and knowledge that Sipcam has at its
disposal, as well as the substantial investment they are making in
the commercialisation of Eden's products and technology, will also
serve us well in developing and, ultimately, distributing Eden's
products and technologies in countries in which Sipcam has a
presence and will also allow Eden to leverage those capabilities in
countries where they do not."
Giovanni Affaba, Chief Executive Officer of Sipcam-Oxon Group,
said: "We have had significant experience with Eden's products in
Italy and Spain beginning in 2016 and resulting in the first
product commercialisation in 2016. We recognized immediately the
efficacy of the products on key targets and also the innovative
technology Eden has developed. The potential of a joint effort
focussed on developing new solutions and exploiting new markets
became evident when Sipcam-Oxon and Eden put together their
know-how and capabilities. The broad collaboration we have agreed
upon is a cornerstone for developing and commercialising new and
innovative products in the market in the next years."
Eden Research plc www.edenresearch.com
Sean Smith, Chief Executive Tel: 01285 359 555
Officer
Alex Abrey, Chief Financial
Officer
Shore Capital www.shorecap.com
Stephane Auton/Patrick Tel: 020 7408 4090
Castle
Walbrook PR Ltd Tel: 020 7933 8780 or eden@walbrookpr.com
Lianne Cawthorne Mob: 07584 391 303
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Notes:
Eden Research is a technology development and commercialisation
company with intellectual property and expertise in encapsulation,
terpenes and environmentally friendly technologies to provide
naturally occurring solutions for the global agrochemicals, animal
health, and consumer product industries.
Eden's encapsulation technology harnesses the biocidal efficacy
of naturally occurring chemicals produced by plants (terpenes) and
can also be used with both natural and synthetic compounds to
enhance their performance and ease-of-use. The technology uses
yeast cells that are a by-product of numerous commercial production
processes to deliver a slow release of natural compounds for
agricultural and non-agricultural uses. Terpenes are already widely
used in the food flavouring, cosmetics and pharmaceutical
industries.
Historically, terpenes have had limited commercial use in the
agrochemical sector due to their volatility, phytotoxicity and poor
solubility. Eden's platform encapsulation technology provides a
unique, environmentally friendly solution to these problems and
enables terpenes to be used as effective, low-risk
agrochemicals.
The Company is developing these technologies through innovative
research and a series of commercial production, marketing and
distribution partnerships.
The Company has a number of patents and a pipeline of products
at differing stages of development targeting specific areas of the
global agrochemicals industry. To date, the Company has invested in
the region of GBP12m in developing and protecting its intellectual
property and seeking regulatory approval for products that rely
upon the Company's technologies. Revenues earned by the Company
have been modest whilst the Company has concentrated on securing
patent protection for its intellectual property, gaining regulatory
approvals, identifying suitable industrial partners, and entering
into commercial agreements.
In May 2013, the three actives that comprise Eden's first
commercial product, 3AEY, were approved as new ingredients for use
in plant protection products. This represents a major milestone in
the commercialisation of Eden's technology and is a significant
accomplishment for any company. To illustrate this point, one
should note that in all of 2013, Eden's approvals represented 3 of
only 10 new active ingredients approved by the EC.
3AEY has been authorised for sale in Kenya, Malta, Greece,
Bulgaria, Spain, Italy and France.
Eden was admitted to trading on AIM on 11 May 2012 and trades
under the symbol EDEN.
For more information about Eden, please visit:
www.edenresearch.com
Sipcam was founded in 1946 in Milan, by Dr. Emilio Gagliardini
and Prof. Baldo Ciocca, as a company specialized in manufacturing
and marketing mainly agrochemicals in Italy, expanding then its
presence in key agricultural markets, leveraging on products
sourced by its sister company Oxon and thanks to collaboration with
Japanese R&D Companies lasting since 1970.
The SIPCAM OXON group is made up of two separate legal entities
(Sipcam and Oxon), which refer to one property and to one
management, working independently but acting in synergy sharing
mission and vision.
Sipcam Oxon is committed to maintain its independence by
integration of entrepreneurship and management skills.
The industrial presence consists of one chemical synthesis plant
in Italy, three formulation plants in Italy, Spain and Brazil, one
seed processing and treatment plant in Italy and two synthesis and
formulation plants operated by Chinese Joint Ventures.
For more information about Sipcam, please visit
http://www.sipcam-oxon.com/public/
IMPORTANT NOTICE
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan, the Republic of South Africa or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). This announcement does not constitute or form part
of any offer to sell, or any solicitation of an offer to buy,
securities in the United States. The Placing Shares have not been
and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold or delivered, directly
or indirectly, in or into the United States absent registration
except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act. No
public offering of the Placing Shares is being made in the United
States. The Placing Shares are being offered and sold outside the
United States in offshore transactions, as defined in, and in
compliance with, Regulation S under the Securities Act. Persons
receiving this announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing. This
announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. This announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital and
Corporate Limited, Shore Capital Stockbrokers Limited (together
with Shore Capital and Corporate Limited, "Shore Capital") or any
of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of FSMA or (C) persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this announcement, you
represent and agree that you are a Relevant Person.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange, the AIM Rules or applicable law, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Shore Capital which is authorised and regulated in the United
Kingdom by the FCA, are acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Shore Capital or or for affording advice in
relation to the Placing, or any other matters referred to in this
announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by either Shore Capital or by any of their
respective affiliates or either Shore Capital or their respective
affiliates' agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed. Nothing in this
Important notice shall be effective to limit or exclude any
liability for fraud or which, by law or regulation, cannot
otherwise be so limited or excluded.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of securities is or will be
made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGZVMLDGNZZ
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