TIDMEKF
RNS Number : 9095Y
EKF Diagnostics Holdings PLC
18 May 2021
The following announcement from Trellus Health plc is being
linked to the EKF ticker for information purposes only
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM, THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT. THE READER'S ATTENTION IS DRAWN TO THE DISCLAIMER AT
THE OF THIS ANNOUNCMENT.
Trellus Health plc
("Trellus Health" or the "Company")
Intention to Float on AIM
Proposed placing, subscription and restricted offer
LONDON, UK. AND NEW YORK, U.S. (18 May 2021). Trellus Health plc
(AIM: TRLS), which is commercialising a scientifically validated,
resilience-based, connected health solution for chronic condition
management, confirms its intention to seek admission of its issued
share capital, as enlarged by a proposed placing, subscription and
a restricted offer (together, the "Fundraising"), to trading on AIM
("Admission"). Trellus Health is pleased to announce that it has
received strong indications of demand for the placing of new
ordinary shares in the capital of the Company ("Ordinary Shares" or
"Trellus Shares") and] also confirms the launch of a restricted
offer, to be made available for a limited period only to qualifying
Trellus Health shareholders. Further information on the Restricted
Offer is contained below. This release is being linked to the EKF
ticker for information purposes only.
This announcement follows on from the recently released Schedule
One announcement, which indicated that Admission is expected to
occur on 28 May 2021. The Fundraising is expected to raise gross
proceeds of approximately GBP25.0 million. The amounts to be raised
under the various elements of the Fundraising will be confirmed
next week. Nplus1 Singer Advisory LLP is acting as nominated
adviser and corporate broker, and Nplus1 Singer Capital Markets
Limited is acting as sole bookrunner (together or each as the
context requires, "N+1 Singer") in relation to the proposed
placing.
Company Description
The Company is commercialising its resilience-driven connected
health solution which will leverage expert whole-person care, data
science and technology to deliver personalised and more
cost-effective care for people living with chronic conditions. The
Company will empower people with chronic conditions, starting with
Inflammatory Bowel Diseases ("IBD"), to make sustainable behaviour
change that leads to better health outcomes and lower costs. The
Company will utilise the GRITT(TM) methodology and
multidisciplinary care model which have been scientifically
validated at the Mount Sinai IBD Center to demonstrate significant
improvements in patient outcomes and over 85 per cent. reduction in
emergency department visits and hospitalisations. The Company's
digital tools and professionally licensed care team will make it
easier for people living with chronic conditions to stay healthy by
putting them in control of proactively managing their condition,
and giving them an engaging personalised experience that is
expected to drive high retention, sustained usage, and improved
health results that will generate significant cost savings for
health plans and employers.
Further details relating to the Trellus Health business will be
provided in the 'First Day of Dealings' announcement and in the
final admission document to be made available on the Company's
website.
Restricted Offer
Trellus Health has today written to certain shareholders in the
UK and Channel Islands to confirm that a restricted offer is being
launched to qualifying shareholders, in addition to the planned
placing and subscription, which will enable such persons to
subscribe for Ordinary Shares at the same price as the planned
placing and subscription (the "Restricted Offer").
The Restricted Offer is only available to persons who held the
beneficial title to any A Shares in the capital of the Company
("Trellus A Shares"), whose registered address is in the UK or the
Channel Islands ("Qualifying Shareholders"), all being persons
recorded on the register of members of EKF Diagnostics plc on 17
December 2020 to whom the A Shares were distributed by way of a
dividend in specie. This announcement summarises details of the
Restricted Offer and the application process for Qualifying
Shareholders to follow in order to participate.
Full details including the terms Restricted Offer can be found
in the Pathfinder (draft) Admission Document ( "Pathfinder") being
made available online to Qualifying Shareholders only via the
Company's website.
Please note that the Pathfinder Admission Document is drafted as
though written on the intended publication date of the final form
Admission Document and so describes certain matters that are still
in progress as though they have happened.
Qualifying Shareholders who wish to consider applying for
Trellus Shares in the Restricted Offer should first read the
Pathfinder in its entirety, including but not limited to the
Important Information section, Part 1 (containing inter alia
Information on the Company, Market Opportunity and Growth
Strategy), Part 2 (Risk Factors), Part 6 (Restricted Offer Terms,
detailing the terms which will apply to any application for Trellus
Shares made under the Restricted Offer and the Q&A relating to
the Restricted Offer set out in Part 7 (Restricted Offer
Q&A).
Any Qualifying Shareholder should carefully consider if a
further investment in Trellus Health is suitable for their
investment parameters and risk profile and are recommended to take
independent advice from their own personal financial adviser,
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. For the avoidance of doubt neither
the directors of the Company nor N+1 Singer, acting as the
Company's nominated adviser and corporate broker, is making any
recommendation as to what action Qualifying Shareholders should
take and the Restricted Offer is being organised solely by the
Company. N+1 Singer is acting as sole bookrunner on the placing and
will not take any orders in relation to the Restricted Offer.
EIS Relief
The Company wishes to draw the attention of Qualifying
Shareholders to the provisions of s.164A Income Tax Act 2007, which
prohibits such a Qualifying Shareholder from claiming EIS tax
relief if that Qualifying Shareholder holds the beneficial title to
any existing shares in Trellus Health at the time of an issue of
new shares (including any Trellus Shares to be subscribed for as
part of the Restricted Offer) in the Company.
Process for Participating in the Restricted Offer
The application form for participation in the Restricted Offer
will only become available online once the Fundraising has been
priced, which will follow the conclusion of a bookbuild exercise
for the placing later this week. A further announcement will be
made confirming that sufficient funds have been raised in the
placing and subscription and will also confirm the size and pricing
details of the Restricted Offer.
A separate announcement will also confirm that the Restricted
Offer will then be open to applications. These announcements are
both expected on or shortly after Wednesday 19 May 2021. The
application form for the Restricted Offer will ONLY be made
available online. No further letters or emails will be sent to any
Qualifying Shareholders but the announcement confirming that the
Restricted Offer is open will alert them to the launch of the
application process. The application form will be made available
online from that time and at the same location as the Pathfinder,
which will be updated to contain details of the size and price of
the Restricted Offer. This more advanced draft admission document
is referred to as the P-Proof Admission Document ("P-Proof") and
will be available online for applicants.
Once open, the Restricted Offer will ONLY be open until 11 a.m.
on Monday 24 May 2021 and the Company reserves the right to close
the Restricted Offer sooner. Qualifying Shareholders are therefore
encouraged to check the Company's website and other news sources
from Wednesday 19 May 2021 to see when the P-Proof and application
form are available. The link to the relevant information is
available on the letters sent to Qualifying Shareholders.
Following the end of the application period, the Company expects
to announce the result of the Restricted Offer, and confirm the
finalisation of the Fundraising and reconfirm the expected
Admission date for Trellus Shares to commence trading on AIM.
Qualifying Shareholders are reminded that their beneficial
interests in Trellus A Shares are held on trust by Broadway
Nominees Limited. Nominee or custodian holders of the beneficial
interests in Trellus A Shares are requested to contact the
underlying beneficial holders of such shares to obtain instructions
for their application or to make the information regarding
application available to such persons. All Trellus A Shares will
convert into Trellus Shares on or shortly before Admission. All
such converted shares will be locked-up for a period of twelve
months following Admission but new Trellus Shares acquired through
the Restricted Offer will not be subject to lock-up.
The Company may, in its absolute discretion, offer any Trellus
Shares for which applications have not been made or accepted in the
Restricted Offer to other participants in the wider Fundraising,
including those who may not be Qualifying Shareholders, as it deems
fit.
For further information please contact:
Trellus Health plc www.trellushealth.com.com
M onique Fayad , CEO Via Walbrook PR
Julian Baines, Chairman
N+1 Singer (Nominated Adviser & Broker) Tel: 020 7496 3000
Aubrey Powell / Jen Boorer /Hannah
Woodley / Sebastian Burke / Permeshwar
Ghura
Walbrook PR Limited Tel: 020 7933 8780 or trellus@walbrookpr.com
Paul McManus / Sam Allen Mob: 07980 541 893 / 077502 558 258
About Trellus Health plc (www.trellushealth.com)
Trellus Health is commercialising the provision of digital
chronic condition management solutions for employers and health
plans that utilise the scientifically validated GRITT(TM)
resilience-based methodology and a proprietary HIPAA-compliant
technology platform called TrellusElevate(TM) to coordinate and
deliver personalised care remotely via telemedicine. The Company is
initially focused on Inflammatory Bowel Diseases ("IBD"), which
includes the chronic incurable conditions of Crohn's Disease and
ulcerative colitis, but considers its approach to have potential
utility and demand across many chronic conditions.
The TrellusElevate(TM) platform is the Company's proprietary
connected health platform that incorporates the GRITT(TM)
methodology and learnings on resilience from clinical research and
practice conducted at the Mount Sinai IBD Center for more than five
years. The GRITT(TM) methodology and resilience-driven
multidisciplinary care model have been scientifically validated to
demonstrate meaningful improvements in patient outcomes and over 85
per cent. reduction in unplanned healthcare utilisation (emergency
department visits and hospitalisations) which the directors of the
Company believe indicates the potential for significant cost
savings for healthcare payers.
The Company was formed in July 2020 as a UK incorporated
company, with the exclusive license for commercialisation of the
GRITT(TM) methodology for IBD and seven broad disease categories
granted by the Icahn School of Medicine at Mount Sinai ("ISMMS").
On 20 August 2020, EKF Diagnostics Holdings plc ("EKF") announced
that it had led, in partnership with ISMMS, a $5 million strategic
investment into the Company. On 18 December 2020, EKF distributed
its investment in the Company to EKF shareholders on its register
at that time, by way of a dividend in specie of its entire holding
of 27,999,999 non-voting Trellus A Shares. Transfer of these shares
took place on 18 December 2020 to Broadway Nominees Limited to be
held on trust for the underlying EKF shareholders. On Admission,
all A Shares will convert to Ordinary Shares.
Disclaimer
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus nor an admission document. This
announcement is not and does not constitute, or form part of, and
should not be construed as, an offer or invitation to sell, allot
or issue or any solicitation of any offer to purchase or subscribe
for, any securities of the Company in any jurisdiction, nor shall
it (or any part of it) or the fact of its distribution form the
basis of, or be relied upon in connection with, or act as any
inducement to enter into, any contract or commitment for securities
in the Company in any jurisdiction, including in or into the United
States, Canada, Australia, the Republic of South Africa or Japan or
their respective territories or possessions.. This announcement
does not constitute a recommendation regarding any securities.
Prospective investors should not subscribe for or purchase any
securities referred to in this announcement except in compliance
with applicable securities laws and regulation and on the basis of
the information in the Pathfinder, the P-Proof of the admission
document and the final admission document ("Admission Document") to
be published by the Company, and any supplement thereto, in
connection with the Fundraising and Admission. Following
publication, a copy of the Admission Document will be made
available on the Company's website. The information in this
announcement is for background purposes only and does not purport
to be full or complete.
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END
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May 18, 2021 02:00 ET (06:00 GMT)
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