TIDMSENS
RNS Number : 1315Y
Sensyne Health PLC
17 August 2018
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not an admission
document or a prospectus. This announcement is not and does not
constitute or form part of, and should not be construed as, an
offer of securities for subscription or sale in any jurisdiction
nor a solicitation of any offer to buy or subscribe for, any
securities, nor shall it or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or commitment whatsoever. 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 final admission document ("Admission
Document") published by the Company on 13 August 2018, and any
supplement thereto, in connection with the placing ("Placing") of
its ordinary shares and the proposed admission ("Admission") of the
Shares to trading on AIM, a market of London Stock Exchange plc
("London Stock Exchange"). A copy of the Admission Document is
available for viewing on the Company's website at
www.sensynehealth.com.
Sensyne Health plc
Admission to trading on AIM and First Day of Dealings
Oxford, UK; 17 August 2018: Sensyne Health plc ("Sensyne Health"
or the "Company"), a British clinical artificial intelligence
company, is pleased to announce that its ordinary shares have today
been admitted to trading on the AIM market of the London Stock
Exchange under the ticker SENS ("Admission") and ISIN
GB00BYV3J755.
Admission details:
-- The Company has successfully raised gross proceeds of approximately GBP60 million through an oversubscribed placing of 34,285,714 ordinary shares at a placing price of 175 pence per share.
-- On Admission, the Company will have 128,571,514 ordinary shares in issue.
-- Peel Hunt LLP is acting as Nomad and Broker to the Company.
Lord (Paul) Drayson, CEO of Sensyne Health, commented:
"Today marks an important milestone for Sensyne Health. The
strong support from institutional investors for our IPO will enable
us to grow our team of highly skilled clinicians, data scientists
and software developers to use the power of clinical AI to improve
patient care and accelerate the development of new medicines. Our
evolution into a public company has already stimulated further
business development interest in our work and we are delighted to
begin life as a plc on the London Stock Exchange. I would like to
thank both our existing investors and new investors for sharing in
our vision and for providing us with the resources to make the
vision a reality over the next few years."
For more information please contact:
Sensyne Health (www.sensynehealth.com) +44 (0) 330 058 1845
Lord (Paul) Drayson, Chief Executive
Officer
Lorimer Headley, Chief Financial Officer
Laura Steward, Head of Marketing
Peel Hunt LLP (Nominated Adviser and
Bookrunner) + 44 (0)20 7418 8900
Dr Christopher Golden
James Steel
Oliver Jackson
Consilium Strategic Communications +44 20 3709 5700
Mary-Jane Elliott
Sukaina Virji
Melissa Gardiner
sensynehealth@consilium-comms.com
About Sensyne Health
Sensyne Health is a healthcare technology company that creates
value from accelerating the discovery and development of new
medicines and improving patient care through the analysis of
real-world evidence from large databases of anonymised patient data
in collaboration with NHS Trusts. These anonymised patient data are
ethically sourced in that any analysis of anonymised patient data
(and hence the Company's access to it) must be pre-approved for
each programme on a case-by-case basis by the relevant NHS Trusts.
This is to ensure that the purpose of the anonymisation and the
proposed analysis are subject to appropriate ethical oversight and
information governance, including conformance with NHS guidelines,
UK data protection law and applicable regulatory guidance.
Sensyne Health, which recently changed its name from Drayson
Health, is based in the Big Data Institute at the University of
Oxford's Old Road Campus.
For more information, please visit: www.Sensynehealth.com
Forward-looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Directors' current beliefs and expectations about
future events. Forward-looking statements are sometimes identified
by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "could", "should", "shall", "risk",
"intends", "estimates", "aims", "plans", "predicts", "continues",
"assumes", "positioned", "targets" or "anticipates" or the negative
of those terms, other variations on those terms or comparable
terminology. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the
intentions, beliefs or current expectations of the Directors or the
Company concerning, among other things, the results of operations,
financial condition, prospects, growth, strategies and dividend
policy of the Company and the industry in which it operates.
These forward-looking statements and other statements contained
in this announcement regarding matters that are not historical
facts involve predictions. No assurance can be given that such
future results will be achieved: actual events or results may
differ materially as a result of risks and uncertainties facing the
Company. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed, or
implied in such forward-looking statements.
The forward-looking statements contained in this announcement
are made only as of the date of this announcement. The Company, the
Directors and Peel Hunt expressly disclaim any obligation or
undertaking to update the forward-looking statements contained in
this announcement to reflect any change in their expectations or
any change in events, conditions, or circumstances on which such
statements are based unless required to do so by applicable law or
the AIM Rules for Companies. Prospective investors should
specifically consider the factors identified in the Admission
Document which could cause actual results to differ from those
indicated in or suggested by the forward-looking statements in this
announcement before making an investment decision.
Important Notice
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, into
the United States, Australia, Canada, Japan or the Republic of
South Africa or to any persons in any of those jurisdictions or any
other jurisdiction where to do so would constitute a violation of
the relevant securities laws of such jurisdiction. Any failure to
comply with this restriction may constitute a violation of United
States, Australian, Canadian, Japanese or South African securities
laws. The distribution of this announcement in other jurisdictions
may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Ordinary Shares or other
securities in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
offer or solicitation is unlawful, prior to registration, exemption
from registration or qualification under the securities laws of any
jurisdiction. The distribution of this announcement and other
information in connection with Admission in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. Neither this announcement nor any part of it nor the
fact of its distribution shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia), Australia, Canada, Japan or the Republic of South Africa
or any other jurisdiction where it is unlawful to distribute this
announcement. In particular, this announcement is not an offer of
securities for sale in the United States. The securities referred
to herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or jurisdiction of
the United States, and may not and will not be offered, sold,
resold, pledged, delivered, distributed or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offer of the securities referred to herein in any
jurisdiction, including in the United States, Australia, Canada,
Japan or the Republic of South Africa. The securities
referred to herein have not been registered under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa and, subject to certain exceptions, may not be offered
or sold within Australia, Canada, Japan or the Republic of South
Africa or to any national, resident or citizen of Australia,
Canada, Japan or the Republic of South Africa.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) are
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and (iii) to persons
to whom it may otherwise be lawful to communicate it to (all such
persons being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to relevant persons in the United Kingdom and Qualified
Investors in any member state of the EEA other than the United
Kingdom, and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
or should be placed for any purposes whatsoever on the information
contained in this announcement or its accuracy, completeness or
fairness. The information in this announcement is subject to
change. No obligation is undertaken to update this announcement or
to correct any inaccuracies and the distribution of this
announcement shall not be deemed to be any form of commitment on
the part of the Company to proceed with any transaction or
arrangement referred to herein. This announcement has not been
approved by any competent regulatory authority.
Peel Hunt is authorised and regulated in the UK by the FCA and
is acting exclusively for the Company, and no one else, in
connection with Admission and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to Admission, the
contents of this announcement or any transaction or arrangement
referred to in this announcement. Such persons should seek their
own independent legal, investment and tax advice as they see fit.
Peel Hunt and its affiliates may have engaged in transactions with,
and provided various investment banking, financial advisory and
other services to, the Company, for which it would have received
customary fees. Peel Hunt and its affiliates may provide such
services to the Company in the future.
To the fullest extent permitted by applicable law or regulation,
neither Peel Hunt nor any of its or their subsidiary undertakings,
affiliates or any of their respective partners, directors,
officers, employees, advisers, agents or any other person accepts
any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, the ordinary
shares in the Company, or Admission whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval
process, which has determined that such Ordinary Shares which are
the subject of the Placing are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Ordinary Shares may
decline and investors could lose all or part of their investment;
the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Peel Hunt LLP will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
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.
END
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