RCS - HealthBeacon PLC - Placing and Proposed Admission

Beacon Rise HoldingsAnnouncement

10/12/2021 08:05

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RNS Number : 2122V  HealthBeacon PLC  10 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

 
                      10 December 2021

 

HealthBeacon plc

 

 

Placing and Proposed Admission to Trading on Euronext Growth

HealthBeacon plc ("HealthBeacon" or the "Company"), a digital therapeutics
company that develops products for managing injectable medications for
patients in the home, today announces its proposed admission to trading on
Euronext Growth Market, a market operated by Euronext Dublin (the "Admission")
and its successful placing, conditional on Admission, at a price of €5.85
per Ordinary Share (the "Placing").

 

Pursuant to the Placing the Company is raising gross proceeds of €25
million.

 

Highlights

 

·         The Placing Price has been set at €5.85 per Ordinary
Share (the "Placing Price").

·         4,273,504 new Ordinary Shares are to be issued by the
Company pursuant to the Placing to raise gross proceeds of €25 million.

·         HealthBeacon's fully diluted market capitalisation will be
approximately €100 million based on the Placing Price((1)).

·         On Admission, the Company will have 16,812,047 Ordinary
Shares in issue.

·         It is expected that Admission will become effective, and
that dealings will commence in the Ordinary Shares on Euronext Growth Market,
at 8.00 a.m. (Dublin time) on 15 December (Ticker: HBCN ID and
ISIN: IE00014QAJZ5).

·         The Company's mission is to become the world's leading
digital therapeutics platform for injectable medications and is expecting
approximately 10x increase in the number of patients using its system from the
end of 2021 to the end of 2023. The Company intends to use the proceeds from
the Placing to (i) scale its team to support growth across sales and
marketing, customer support and operations, finance and product development
(ii) invest in inventory and working capital to support product roll out and
(iii) further develop its platform in respect of technology development,
research and development and develop a pipeline of future products.

·         Goodbody is acting as Sole Global Co-ordinator, Bookrunner,
Broker and Euronext Growth Advisor in respect of the Placing and Admission.

Commenting on today's announcement,

Robert Garber, Independent Non-Executive Chairman of HealthBeacon said:

 

"I'm very pleased that HealthBeacon is joining Euronext Growth and, through
this successful raise, welcomes new institutional shareholders to our share
register. This IPO represents an important milestone in HealthBeacon's journey
towards connecting people to better health through sustainable, digitally
enabled solutions. Since HealthBeacon's founding, the business has been driven
by its mission to become the world's leading digital therapeutics platform for
injectable medications. In this regard, the Euronext Dublin listing and
support from investors is a game changer for the business, enabling it to
further scale its unique product for its customers"

 

Jim Joyce, CEO and co-founder of HealthBeacon said:

 

"HealthBeacon is at a pivotal stage of its development and this IPO will
support the acceleration of our ambitious growth strategy. Our fundamental aim
is to make our product globally accessible to the tens of millions of patients
worldwide that are managing injectable medications in the home. The proceeds
raised through this IPO will enable us to scale to meet potential demand, as
we anticipate a ten-fold increase in the number of patients using our
injection care management system by the end of 2023. As we embark on our next
chapter as a public company, we are excited about the potential of our target
market and the proven ability for our product to meaningfully increase medical
adherence for patients in a safe and sustainable way."

 

The Company will today publish its Information Document and will apply for
Admission. All Placing Shares to be issued by the Company will be issued and
allotted upon, and subject to, the terms and conditions of the Placing as set
out in the Information Document. Full terms and conditions of the Placing and
Admission will be included in the Information Document, which will be made
available on the Company's website, www.HealthBeacon.com
(http://www.HealthBeacon.com)  subject to certain access restrictions, from
Admission. Except where the context otherwise requires, defined terms used in
this announcement have the meanings given to such terms in the Information
Document.

Notes:

(1) HealthBeacon's market capitalisation on Admission (based on 16,812,047
Ordinary Shares in issue and the Placing Price) will be approximately €98.4
million.

Enquiries:

 

 HealthBeacon

 Laurence Flavin                                                                  Investor.Relations@HealthBeacon.com
 Goodbody

 (Sole Bookrunner, Broker                                                         +353 (1) 667-0420

 and Euronext Growth Adviser):

 David Kearney

 Stephen Kane

 Chris McAuliffe

 Drury (Public Relations):

 Billy Murphy                                                                     +353 (0) 87 231 3085

 Cathal Barry                                                                     +353 (0) 87 227 9281

 

Background to the Company

Headquartered in Dublin since being established in 2013, HealthBeacon is an
Irish digital therapeutics company that develops products for managing
injectable medications for patients in the home. The HealthBeacon injection
care management system tracks adherence and persistence with medication
schedules through the provision of medication management reminders, safe and
sustainable sharps disposal devices, educational tools and AI driven data
analytics. The Company operates in 17 markets across Europe, North America and
the United Kingdom and employs more than 50 people. HealthBeacon has obtained
more than 30 design and utility patents and in 2018 received a Class II
Medical Device certificate from the FDA for a sharps bin intended for home
use.

 

IMPORTANT NOTICES

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into 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, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

This announcement is an advertisement and not a prospectus or admission
document and investors should not purchase or subscribe for any securities
referred to in this announcement except on the basis of information in the
Admission Document to be published by the Company (if any) in due course in
connection with the Offering.

 

The distribution or publication of this announcement, any related documents,
and other information in connection with the Offering may be restricted by law
in certain jurisdictions and persons who gain possession of this announcement,
or any document or other information referred to herein are required to inform
themselves about, and observe, any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
such jurisdictions. No action has been taken to permit possession or
distribution or publication of this announcement, other than in Ireland and
the United Kingdom.

 

Neither this announcement nor any copy of it and the other documents or other
information relating to the Offering may be taken or transmitted into the
United States, Australia, New Zealand, Canada or Japan or the Republic of
South Africa or to a resident, national or citizen of the United States,
Canada, Australia, Japan or the Republic of South Africa. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions.

 

This announcement does not constitute, or form part of, and should not be
construed as, an offer for sale or subscription or solicitation of or
invitation to make any offer to buy or subscribe for any securities. Neither
this announcement nor any part of it 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. 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 by any person for any purposes whatsoever on the information
contained in this announcement or on its completeness, accuracy or fairness.
The information in this announcement is subject to change. In particular the
proposals referenced herein are tentative and are subject to verification,
updating, revision and amendment.

 

The Ordinary Shares have not been and will not be registered under the
applicable securities law of Australia, Canada, Japan or the Republic of South
Africa. The Ordinary Shares, subject to certain exceptions, may not be offered
or sold, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or to or for the account or benefit, of, any national
resident or citizen of such countries. There will be no public offering of the
Ordinary Shares in any jurisdiction including the United Kingdom, Ireland, the
United States, Australia, Canada, South Africa and Japan.

 

Members of the public are not eligible to take part in the Placing. All offers
of Ordinary Shares will be made pursuant to an exemption under Regulation (EU)
2017/1129 (the "Prospectus Regulation") from the requirement to produce a
prospectus for offers of the Ordinary Shares. This announcement is being
distributed only to and is directed at (i) persons in member states of the
European Economic Area ("Member States") who are a "Professional Client"
within the meaning of Directive 2014/65/EU of the European Parliament and of
the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II") and persons who are
"Qualified Investors" within the meaning of Article 2(e) of the Prospectus
Regulation. In addition, this document is only directed at and being
distributed to: (A) in the United Kingdom, to persons who are Qualified
Investors within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended by the Prospectus (Amendment, etc) (EU Exit)
Regulations 2019) and (i) who have professional experience in matters relating
to investments and 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 "Order") or (ii) who fall
within Article 49 of the Order; and (B) any other persons to whom it may
otherwise be lawfully communicated (together all such persons being referred
to as "relevant persons"). The investment or investment activity to which this
document relates is available only to such persons. Any person who is not a
relevant person should not act on this announcement or any of its contents. It
is not intended that this announcement be distributed or passed on, directly
or indirectly, to any other class of person and in any event and under no
circumstances should persons of any other description act upon the contents of
this document. This announcement is being supplied solely for information and
may not be reproduced by, further distributed or published in whole or in part
by, any other person. By receiving this document and acting on its content,
you are deemed to warrant to the Company and Goodbody that you fall within the
categories described above and agree to and will comply with the contents of
this notice.

 

Acquiring Ordinary Shares to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons
considering making such an investment should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Placing . The value of Ordinary
Shares can decrease as well as increase. Past performance or information in
this announcement or the Admission Document or any of the documents relating
to the Placing  cannot be relied upon as a guide to future performance.

 

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 Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares 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 Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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, Goodbody will
only procure investors who meet the criteria of professional clients and
eligible counterparties or who are Company Placing participants. 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 Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", "could", or "should" or, in each case, their
negative or other variations or comparable terminology, including references
to assumptions, or by discussions of strategy, plans, objectives, goals,
future events or intentions. Forward-looking statements may and often do
differ materially from actual results. Any forward-looking statements reflects
the Company's current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations, financial position,
liquidity, prospects, growth and strategies. Forward-looking statements speak
only as of the date they are made. Subject to any legal or regulatory
requirements, the Company and Goodbody expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained in this announcement to reflect any changes in the
Company's expectations with regard thereto or any change in events, conditions
or circumstance on which any such statement is based. Information in this
announcement, past performance or any of the documents relating to the Offer,
Admission and/or the Ordinary Shares cannot be relied upon as a guide to
future performance.

 

Goodbody Stockbrokers UC ("Goodbody"), trading as Goodbody, is regulated in
Ireland by the Central Bank of Ireland. In the UK, Goodbody is also subject to
regulation by the Financial Conduct Authority. Goodbody is acting exclusively
for the Company in relation to the Placing and Admission and will not regard
any other person as their client in relation to the Placing and Admission and
will not be responsible to any person other than the Company for providing the
protections afforded to their clients or for advising any other person in
relation to the Placing and Admission  or any transaction or arrangement
referred to or information contained in this announcement. Certain of
Goodbody's responsibilities, as the Company's Euronext Growth Advisor, are
owed to Euronext Dublin and not the Company, its directors or any other
person.

 

In connection with the Placing, Goodbody, or any of its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Ordinary
Shares and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references in the Admission Document, once
published, to the Ordinary Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, Goodbody or any of
its affiliates acting as investors for their own accounts. Neither Goodbody
nor any of its affiliates intend to disclose the extent of any such
investments or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

 

None of the Company, Goodbody, nor any of their respective affiliates, their
respective directors, officers, partners, employees, advisers or agents or
advisers 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 contained in this announcement (or whether any information has been
omitted from this announcement) or of any other information relating to the
Company, its subsidiaries or associated companies, 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. The Company, Goodbody
and their respective affiliates, their respective directors, officers,
partners, employees, advisers or agents or any other person, accordingly,
disclaim all and any liability whether arising in tort contract or otherwise
which they might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.

 

Euronext Growth is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached than to
larger or more established companies. Euronext Growth securities are not
admitted to the Official List of Euronext Dublin. The Euronext Growth Rules
are less demanding than those of the Official List of Euronext Dublin. A
prospective investor should be aware of the risks of investing in such
companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with an independent financial
advisor. This Announcement has not been approved by the Central Bank of
Ireland, Euronext Dublin, or any other competent regulatory authority.

HealthBeacon may decide not to proceed with the Placing or Admission and there
is no guarantee that the Placing or Admission will occur. You should not base
your financial decision on this announcement. Acquiring investments to which
this announcement relates may expose an investor to a significant risk of
losing all of the amount invested.

The contents of this announcement are not to be construed as legal, financial
or tax advice. Each prospective investor should consult his own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice,
respectively.

 

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 document may not conform exactly to the total figure given.

 

For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 

 

 

 

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