REG - Nanosynth Group PLC - Update on JV agreement with Volz

NanosynthAnnouncement

10/02/2022 07:00

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RNS Number : 2245B  Nanosynth Group PLC  10 February 2022

nanosynth group plc

("nanosynth" the "Company" or the "Group")

 

Update on JV agreement with Volz

 

The Board of nanosynth is pleased to announce that further to the
announcement of the Joint Venture Agreement ("JV") with inter alia, Volz
Holdings v.o.s ("Volz") on 10 December 2021, agreement has been reached for
Volz to convert their production line to provide the capability for
nanosynth's alphaviron layer to be included across Volz's product range. This
is extremely beneficial to the JV Company, Virosynth Limited ("Virosynth"), as
Volz are not only a HVAC material provider but also an HVAC filter provider.
This means that by Volz converting their production line to incorporate the
Company's technology as standard, Virosynth will end up with its first client,
with leading edge advantage in the marketplace and a great reference point for
others to see and follow due to the benefits Virosynth can deliver for the
HVAC market and the reputation Volz holds in the market.

This is also expected to save Virosynth considerable cash expenditure.

The cost of converting the Volz production line is considerable. It has
therefore been agreed that to save nanosynth having to inject cash into
Virosynth to meet half the cost of this, it will instead provide a warrant
over ordinary shares in the Company to the shareholders of Volz, namely;
Rainer Volz and Jonathan Thornton.

Accordingly, the Company has issued £500,000 of warrants over 50,000,000
shares at an exercise price of 1 pence each (a premium of c.29% to the closing
mid market share price on 9 February 2022) to be granted equally to Rainer
Volz and Jonathan Thornton ("Warrants"). The Warrants are exercisable for a
period of three years from the date of grant and only upon completion of the
conversion of the product line.

Related Party Transaction

Jonathan Thornton, as a director of Virosynth, which is a 51% owned subsidiary
of the Company, is considered to be a "related party" as defined under the AIM
Rules and accordingly the grant of Warrants constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.

Mark Duffin, Richard Clarke, Dr Felicity Sartain and Dr Gareth Cave, being the
Directors independent of the transaction, consider, having consulted with SP
Angel Corporate Finance LLP, the Company's Nominated Adviser, that the grant
of the Warrants are fair and reasonable insofar as the Company's shareholders
are concerned.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by
the European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside is now
considered to be in the public domain.

 

 nanosynth group plc                                                    via IFC Advisory

 Mark Duffin (Chief Executive Officer)

 SP Angel Corporate Finance LLP                                         +44 20 3470 0470

 Nominated Adviser and Joint Broker

 Stuart Gledhill

 Caroline Rowe

 IFC Advisory Ltd                                                       +44 20 3934 6630

 Graham Herring

 Zach Cohen

 

 

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