REG - OptiBiotix Health - Admission of ProBiotix Health plc to AQSE

OptiBiotix HealthAnnouncement

31/03/2022 07:16

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RNS Number : 6542G  OptiBiotix Health PLC  31 March 2022

OptiBiotix Health plc

("OptiBiotix" or the "Company")

 

Admission of ProBiotix Health plc to AQSE Growth Market

 

OptiBiotix Health plc (AIM:
OPTI), a life sciences business developing compounds to tackle obesity,
high cholesterol, diabetes and skin care, announces the admission of its
former subsidiary, ProBiotix Health plc (AQSE: PBX), onto the AQSE Growth
Market.

 

As part of the Admission, ProBiotix Health plc ("ProBiotix" or "PBX") has
raised £2.5 million through a placing and subscription of 11,904,762 Ordinary
Shares at a price of 21p per share. A total of 121,666,666 ordinary shares of
0.05p each in PBX ("Ordinary Shares") will be admitted to trading on the
Access Segment of the AQSE Growth Market ("Admission") today valuing ProBiotix
at approximately £25.5m.

 

PBX has a unique strain of Lactobacillus plantarum trademarked as LPLDL which
three clinical studies published in peer reviewed journals have shown
statistically significant changes to clinically important cardiovascular risk
including total cholesterol, LDL (bad) cholesterol, and Apolipoprotein B. The
company also has six publications showing LPLDL's mechanism of action and 27
patents and 22 trademarks protecting its commercial interests, and FDA GRAS
which allows the use of LPLDL in food products.

 

OptiBiotix recently announced (RNS: 28 February 2022) that preliminary
unaudited results for PBX for the year ended 31 December 2021, indicated total
sales of £1.1 million.

 

Distribution

The Company is pleased to confirm that OptiBiotix shareholders on the register
as at close of business on 25 March 2022 ("Record Date") will receive 0.554673
ProBiotix share for every one OptiBiotix ordinary share held. Entitlements
will be rounded down to the nearest whole number of PBX Shares. The legal
title to the Dividend Shares will be held by Global Prime Partners Nominees
Ltd acting as nominee on behalf of each of the Qualifying Shareholders
("Nominee") and an 'omnibus' share certificate in respect of the Dividend
Shares. The Nominee will hold the Dividend Shares on trust for each of the
Qualifying Shareholders for a minimum period of nine months following
admission to trading on AQSE of the issued share capital of ProBiotix
("Lock-up Period"). The Lock-up Period is intended to contribute to the
creation of an orderly market in ProBiotix Health's shares for a period after
admission to trading. At the end of the Lock-up Period, the Nominee will be
entitled to execute stock transfer forms to transfer the legal title to the
Dividend Shares to each Qualifying Shareholder (as appropriate).

 

CREST Shareholders should note that, pursuant to the Dividend, the ProBiotix
shares will be transferred to the Nominee to be held on trust for the benefit
of the OptiBiotix Shareholders.

 

Accordingly, the automated CREST market claims process will not be available
in respect of the dividend in specie entitlements to ProBiotix shares. Any
market claims will therefore need to be agreed bi-laterally between affected
Participants for settlement following the transfer of the Probiotix shares
from the Nominee to the entitled OptBiotix Shareholders in January 2023.

 

Following the distribution in specie of Ordinary Shares to its shareholders,
OptiBiotix remains interested in 53,533,333 Ordinary Shares, representing
approximately 44% of the issued share capital of ProBiotix Health plc.

 

Stephen O'Hara, CEO of OptiBiotix, commented: "OptiBiotix has been really
pleased with the development of its ProBiotix Health business and now believes
that the scale of the opportunities offered by LPLDL, particularly in dairy
and pharma which require specialist skill sets, may best be realised by a
separate listing.  The separate listing and fundraise allows ProBiotix to
accelerate commercial progress and grow direct to consumer product sales, and
expand into key markets like dairy and pharma. The admission to AQSE
materialises the value of Probiotix as a valuable asset to OptiBiotix
shareholders who benefit from a dividend in species and the potential for
substantial future value enhancement of a subsidiary."

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

 

For further information, please contact:

 

 OptiBiotix Health plc                                     www.optibiotix.com (http://www.optibiotix.com/)
 Stephen O'Hara, Chief Executive  Contact via Walbrook below

 Cairn Financial Advisers LLP (NOMAD)                      Tel: 020 7213 0880
 Liam Murray / Jo Turner / Ludovico Lazzaretti

 Cenkos Securities plc (Broker)                            Tel: 020 7397 8900
 Callum Davidson / Neil McDonald
 Michael Johnson / Russell Kerr (Sales)

 Walbrook PR Ltd                                           Mob: 07876 741 001
 Anna Dunphy

 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

 

 

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