Sensyne Health plc Placing and Proposed Admission to trading on AIM

Sensyne Health plc Placing and Proposed Admission to trading on AIM

August 14, 2018

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Oxford, UK; 14th August 2018: Sensyne Health plc (“Sensyne Health” or the “Company”), a British healthcare technology company, announces it has successfully raised £60 million in its initial public offering (the “IPO”) through a placing (the “Placing”). Peel Hunt LLP (“Peel Hunt”) is acting as Bookrunner in connection with the Placing and Nominated Adviser and Broker to the Company.

COMPANY HIGHLIGHTS:
  • Sensyne Health, a healthcare technology company, creates value from accelerating the discovery and development of new medicines and improving patient care through the analysis and commercialisation of real-word evidence from large databases of anonymised patient data in collaboration with NHS Trust partners
  • The Company, in collaboration with its NHS Trust partners, uses proprietary clinical artificial intelligence algorithms developed by researchers at the University of Oxford and Oxford University Hospitals NHS Foundation Trust and exclusively licensed to the Company
  • Sensyne Health acts as a ‘docking station’ between pharmaceutical companies and NHS Trusts; no data are sold nor is any ownership or control of data transferred to the Company or its pharmaceutical collaborators
  • The Company is subject to appropriate ethical oversight and information governance, including conformance with the Caldicott Principles, UK data protection law and applicable regulatory guidance
  • Financial returns generated by the Company are shared with its NHS Trust partners via equity ownership in the Company and a share of royalties
  • Strong Board appointed including Professor Sir John Bell as Non-Executive Chairman
  • Based on a Placing Price of 175 pence per Ordinary Share, the Company has raised £60 million and will have a market capitalisation of £225 million on admission
  • It is expected that dealings in the Ordinary Shares will commence on the AIM Market of the London Stock Exchange at 08.00 a.m. on 17 August 2018 under the ticker SENS with ISIN number: GB00BYV3J755 and SEDOL: BYV3J75

Sensyne Health, a healthcare technology company, creates value from accelerating the discovery and development of new medicines and improving patient care through the analysis and commercialisation of real-word evidence from large databases of anonymised patient data in collaboration with NHS Trust partners

The Company, in collaboration with its NHS Trust partners, uses proprietary clinical artificial intelligence algorithms developed by researchers at the University of Oxford and Oxford University Hospitals NHS Foundation Trust and exclusively licensed to the Company

LORD (PAUL) DRAYSON, CEO OF SENSYNE HEALTH, COMMENTED:
“We are delighted by the support shown by investors for our business and our partnerships with NHS Trusts. Our double-bottom line strategy provides a financial return to our partner NHS Trusts via equity ownership in the Company and a share of royalties. Our strong Board and best practice approach to information governance will ensure that the full potential of AI powered analysis of anonymised NHS data is realised, providing benefits to patients and a financial return to the NHS.”
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
Jock Maxwell Macdonald

Consilium Strategic Communications
+44 20 3709 5700

Mary-Jane Elliott
Sukaina Virji
Melissa Gardiner
sensynehealth@consilium-comms.com

OVERVIEW OF THE BUSINESS

Sensyne Health plc (“Sensyne Health” or the “Company”) is a healthcare technology company that creates value from accelerating the discovery and development of new medicines and improving patient care through the analysis and commercialisation 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 the Caldicott Principles, UK data protection law and applicable regulatory guidance.

The Company has the right to analyse anonymised patient data in collaboration with its NHS Trust partners (Oxford University Hospitals NHS Foundation Trust (“OUH NHS Foundation Trust”), South Warwickshire NHS Foundation Trust (“SW NHS Foundation Trust”) and Chelsea and Westminster Hospital NHS Foundation Trust (“C&W NHS Foundation Trust”)) using proprietary clinical artificial intelligence (“AI”) algorithms developed by researchers at the University of Oxford and OUH NHS Foundation Trust and exclusively licensed to the Company. From this analysis, the Company seeks to discover new insights that improve patient care and are of significant value to pharmaceutical companies throughout the research, development and commercialisation process for medicines. These insights lead to the creation of new intellectual property (“IP”), including patents, that may be licensed to pharmaceutical companies in return for upfront payments, milestone payments and royalties. Financial returns generated through the commercialisation of these insights are shared with the Company’s NHS Trust partners via equity ownership in the Company and a share of royalties. No data are sold nor is any ownership or control of data transferred to the Company or its pharmaceutical collaborators during this process.

In addition to the anonymised patient datasets analysed in collaboration with NHS Trust partners, the Company also generates data from its own digital health software products that are being used by a number of NHS Trust customers. The Company has lead discovery programmes in the following four broad therapeutic areas: (i) respiratory diseases, (ii) cardiovascular diseases, (iii) neurological diseases and (iv) immunological diseases and cancer.

Sensyne Health has been set up to be an exemplar of how a commercial company can partner with the NHS to improve patient care and generate value from anonymised patient data in an ethical way. The Company acts as an interface between the NHS and pharmaceutical companies.

Sensyne Health’s business strategy is built upon three pillars that the Directors believe provide the Company with a first mover advantage in the use of AI to improve patient care and accelerate medical research in partnership with NHS Trusts:

  • access to a large data library comprising multiple datasets of ethically sourced, clinically curated anonymised patient data across large patient populations that have the critical mass and structure to enable analysis using clinical AI of real-world evidence across a wide range of therapeutic areas, including all of the lead discovery programmes currently being pursued by the Company;
  • a portfolio of proprietary clinical AI technologies that combine leading medical and engineering science expertise developed through a longstanding research partnership between the University of Oxford and OUH NHS Foundation Trust; and
  • a “double-bottom line” business strategy that provides a financial return back to the NHS Trusts that partner with the Company via equity ownership in the Company and a share of royalties.

KEY STRENGTHS

The Directors believe that the Company’s key strengths are:

Strong relationships with the University of Oxford, OUH NHS Foundation Trust and other NHS Foundation Trusts

The Group entered into a five year strategic research agreement with the University of Oxford and with OUH NHS Foundation Trust in June 2017 and an additional ten year strategic research agreement with OUH NHS Foundation Trust in July 2018 (the “Oxford SRAs”).  The Oxford SRAs provide : access to IP pertaining to proprietary clinical AI and deep clinical know-how; the right, subject to agreeing project-specific rules, to analyse a large and growing database of anonymised phenotypic and genotypic patient data (the “Oxford Database”); and exclusive access to a growing number of clinically-validated digital health software products that curate and add to the data resources the Company may access and analyse. In July 2018, the Company entered into a five year strategic research agreement with SW NHS Foundation Trust (the “SW SRA”), which provides the Company with the right to analyse, subject to agreeing project-specific protocols, anonymised patient data from SW NHS Foundation Trust (the “SW Database”).  In July 2018, the Company entered into a five year strategic research agreement with C&W NHS Foundation Trust (the “C&W SRA”), which provides the Company with the right to analyse anonymised patient data from C&W NHS Foundation Trust (the “C&W Database”).  Through the SW SRA and C&W SRA, the Company also has strong relationships with SW NHS Foundation Trust and C&W NHS Foundation Trust.  

PIONEERING ‘DOCKING STATION’ MODEL

The Company’s ‘docking station’ business model positions the Company as a bridge between NHS Trusts and pharmaceutical companies in an ethical way that unlocks the value of NHS patient data for medical research without compromising patient confidentiality. At the same time, this model shares the financial benefit from the commercialisation of these medical research discoveries with the NHS via equity ownership in the Company and a royalty on income derived from such discoveries. The Company intends to use this model to enter into future strategic collaborations with NHS Trusts. The need for NHS transformation through collaboration with industry was a focus of the UK government’s recent Life Sciences Industrial Strategy and the partnership between the University of Oxford and Drayson Technologies Limited (the founding company of Sensyne Health) was cited as an example of how this might be achieved.

LEADING POSITION IN THE FIELD OF CLINICAL AI AND ACCESS TO PROPRIETARY TECHNOLOGIES

Clinical AI is a highly specialised field of AI requiring the fusion of biomedical engineering, data science and medical science with clinical expertise. The Company’s workforce consists of employees with strong clinical and AI backgrounds. This is complemented, under the Oxford SRAs, with access to the research groups and expertise of Professors Lionel Tarassenko, Peter Watkinson, David Clifton and Dr. Lucy Mackillop, a multi-disciplinary team combining AI expertise with deep clinical experience. The University of Oxford has developed a strong capability in the field, reflected in the significant research grants and large number of scientific papers published and patents filed over many years, some of which form the basis of algorithms used by the Company and cannot be replicated easily.

QUALITY AND SCALE OF THE DATA LIBRARY

The Company has the right to analyse a number of different databases (collectively described as the “Data Library”).  The Data Library is comprised of the Oxford Database, the SW Database, the C&W Database and the data curated by the Company’s digital health software products. The Oxford Database alone is of sufficient scale and scope to enable the Company to study a wide range of medical conditions and therapeutic areas, including all the areas of the Company’s lead discovery programmes. It comprises data from the four hospitals of OUH NHS Foundation Trust and, to date, includes anonymised data on 899,000 hospital admissions and 474,000 individual patients. The Oxford Database is continuously growing with approximately 200,000 admissions made to OUH NHS Foundation Trust in the year ended 31 March 2018 and includes linked data on all of the main types of patient information including, inter alia, vital signs, laboratory tests, imaging, prescriptions, staffing information, genetic information and radiology results. The Oxford Database is particularly valuable in that it has been curated to a very high standard, is machine-readable and provides a richly populated longitudinal phenotypic and genotypic database of patient data covering a complete patient population and all the medical conditions cared for by a large and well-respected NHS Foundation Trust. The strategic research agreements recently entered into with SW NHS Foundation Trust and C&W NHS Foundation Trust will contribute further to the size and diversity of the Data Library.

INFORMATION GOVERNANCE BEST PRACTICE

The Directors believe that the Company is at the forefront of developing best practice for data governance and the ethical commercialisation of anonymised patient data through its work in collaboration with OUH NHS Foundation Trust, which has led to the development of a process for the analysis of ethically sourced patient health data for medical research. This data governance model is being recognised as a template for adoption across the wider NHS as more NHS Trusts consider how to apply smart technologies to analyse large quantities of health data.

PORTFOLIO OF DIGITAL HEALTH SOFTWARE PRODUCTS THAT GENERATE CLINICALLY CURATED DATA

The Company has a portfolio of clinically-validated, digital health software products currently being adopted by multiple NHS Trusts which are being developed under a dual-aligned Quality Management System designed to comply with regulatory regimes in the United States, China and other markets, so that they may be marketed internationally in the future. These products actively curate high quality data and, as a term of the licensing conditions, the Company is provided with the future right to analyse the anonymised patient data collected and curated by these products, which are added to the Data Library for analysis using the Company’s clinical AI.

PROVEN, EXPERIENCED MANAGEMENT TEAM AND EXPERT SCIENTIFIC ADVISORY BOARD

The Company has an experienced team led by Lord Drayson that has built multiple £500m+ health and technology businesses over the past 15 years with experience of initial public offerings, mergers and acquisitions and working within regulated healthcare and digital technology sectors. The executives are supported by a strong board with deep experience of ‘Big Pharma’, the NHS, scaling health technology companies, corporate governance and science and innovation in the healthcare sector. The management is further supported by a Scientific Advisory Board of leading experts in the fields of clinical AI, medical practice, bio-medical engineering and genetics to help harness technology for clinical medicine.

REASONS FOR ADMISSION

The Directors believe that Admission will be an important step in the Company’s development for the following reasons:

  • to further the Company’s unique proposition to NHS Trust partners by providing them with both revenue share and equity in a UK incorporated, publicly traded and tax resident company that applies the transparency and corporate governance standards of the UK Corporate Governance Code, which the Directors believe is appropriate for a business working with sovereign UK patient data;
  • to provide the Company with the resources to secure and expand the number of strategic research agreements with additional NHS Trusts;
  • to provide the Company with the resources to analyse the Data Library and generate insights in therapeutic areas that are of interest to pharmaceutical companies and to build the team to support multiple pharmaceutical discovery collaborations;
  • to provide opportunities to attract, retain and incentivise high-performing employees; and
  • to progress the commercial roll-out of the Company’s digital health software products into the NHS and beyond.

The net proceeds of the Placing will primarily be used to recruit and fund the expanded teams to deliver on the above.

BOARD OF DIRECTORS

On Admission, the Board will comprise the following individuals:

Professor Sir John Bell (Non-Executive Chairman)

Professor Sir John Bell is Regius Professor of Medicine at the University of Oxford, and Chairman of the Office for the Strategic Coordination of Health Research. He served as President of the Academy of Medical Sciences from 2006 to 2011. As a Rhodes Scholar (1975-78), Sir John undertook his medical training in the United Kingdom and then went to Stanford University in the United States, returning to the United Kingdom in 1987.

His research interests are in the area of autoimmune disease and immunology where he has contributed to the understanding of immune activation in a range of autoimmune diseases. In 1993, he founded the Wellcome Trust Centre for Human Genetics, one of the world’s leading centres for complex trait common disease genetics. Sir John was responsible for the working party that produced the highly influential Academy of Medical Sciences’ “Strengthening Clinical Research” report that highlighted the need for the United Kingdom to focus attention on developing expertise in translational research.

In 2001, Sir John was appointed as a non-executive director of Roche Holding AG and in 2008 he joined the Gates Foundation Global Health Advisory Board which he has chaired since 2012. He also sits on the board of Genomics England Limited and chairs its Science Advisory Committee.

In December 2011, Sir John was appointed one of two UK Life Sciences Champions by the British Prime Minister. He was appointed Knight Grand Cross of the Order of the British Empire (GBE) in the 2015 New Year Honours for services to medicine, medical research and the life sciences industry.

Lord Drayson (Chief Executive Officer)

Lord Drayson is an engineer and science entrepreneur who has over 25 years of experience in founding and leading successful businesses in food manufacturing, bioscience and motorsport research and development.

Lord Drayson was trained as an engineer in the car industry, has a degree in engineering and a PhD in robotics. In 1986, he founded Lambourn Food Company, a business based on novel manufacturing technology that he developed successfully over seven years with venture capital backing. Following Lambourn’s acquisition, in 1993 Lord Drayson co-founded with his wife, Lady Elspeth Drayson, the University of Oxford spin-out company PowderJect Pharmaceuticals Plc. He floated PowderJect on the London Stock Exchange in 1997 and over ten years as Chief Executive Officer he built PowderJect into a profitable FTSE 250 business and one of the world’s leading vaccine companies with operations in the United Kingdom, United States and Scandinavia. PowderJect was sold in 2003 via an agreed US$890 million cash acquisition by Chiron.

Lord Drayson has been interested in science and innovation policy since the 1990s, was Chairman of the BioIndustry Association 2001-2002 and was appointed to the House of Lords in 2004. He served as a Defence Minister in the British government from May 2005 to May 2010 and from October 2008 to May 2010 he attended cabinet as Minister for Science and Innovation.

In 2013, Lord Drayson set three FIA World Land Speed Records and four British Land Speed Records for electric vehicles driving the Drayson B12/69EV wirelessly charged prototype electric racing car developed by Drayson Racing Technologies.

He is a member of Her Majesty’s Privy Council, a Fellow of the Institution of Engineering and Technology, a Fellow of the Royal Academy of Engineering and a non-executive director of Airbus.

Lorimer Headley (Chief Financial Officer)

Lorimer Headley was awarded his Masters at Heriot-Watt University in 1999, following which he became a Chartered Accountant and spent 16 years with PricewaterhouseCoopers in Edinburgh, Aberdeen, London and the United States.

He has supported many high growth companies over several years developing their business operations and taking them through capital markets transactions, funding rounds, debt raising and change management. He was a statutory auditor and responsible individual. Clients included a number of private and listed UK, US and other international businesses in the technology, engineering, services and real estate sectors. He also acted on high value commercial litigations for PricewaterhouseCoopers.

Andrew Gilbert (Senior Independent Director)

In addition to his role on the Board, Andrew Gilbert acts as the non-executive chairman of Wirepas Oy and as a director of Gildrew Limited. Prior to this, Andrew served as executive vice president of European Innovation Development of Qualcomm Europe, Inc., leading Qualcomm’s activity in wireless power including WiPowerTM handset charging technology and Halo Wireless Electric Vehicle Charging technology. He acted as the executive adviser to Qualcomm until 2013. He also served as a member of Qualcomm’s executive committee.

Andrew joined Qualcomm in 2006 as president of Qualcomm Europe, Inc. where he provided strategic direction and oversight of all Qualcomm’s business development and operational activity in Europe, and served in various roles including president of MediaFLO Technologies and president of Qualcomm Internet Services.

Prior to joining Qualcomm, Andrew served as vice president and general manager of Flarion Technologies’ European, Middle Eastern and African (EMEA) regions, responsible for EMEA strategy and operations. His leadership contributions guided Flarion’s European business through technical and commercial validation with global operators such as T-Mobile and Vodafone, and ultimately to multiple deployments of FLASH-OFDM with T-Mobile in Slovakia and Germany, and with Digita in Finland. He has also worked for many leading global technology companies including Motorola and Racal.

Dr. Anna Lisa Jenkins (Independent Non-Executive Director)

Dr. Anna Lisa Jenkins has approximately 25 years of experience in building and leading teams that advanced programmes from scientific research through clinical development, regulatory approval and into healthcare systems globally. Until 2017, she was Chief Executive Officer of Dimension Therapeutics, a gene therapy company focused on developing novel treatments for rare diseases. Prior to this, Annalisa served as executive vice president, Head of Global Research and Development, at Merck Serono where she also led global medical affairs and quality. She also held several roles of increasing responsibility at Bristol Myers-Squibb, culminating as Senior Vice President and Head of Global Affairs.

Anna Lisa has a degree in Medicine from St. Bartholomew’s Hospital, served as a medical officer in the British Navy and was a specialist registrar in Cardiovascular Medicine with UK NHS. She currently chairs the boards of Cell Medica, Vium, Silence Therapeutics and Cocoon Biotech, and is a director on the boards of Oncimmune, Compass Pathways, Avrobio, AOBiome, PhESi, Thrombolytic Science, Ardelyx, iOx Therapeutics and MedCity. In addition, she is a committee member of the Science Board to the FDA, and the Chair of the Court at the London School of Hygiene and Tropical Medicine.

Mary Hardy (Independent Non-Executive Director)

Mary Hardy is a chartered accountant and former partner at Ernst & Young with 20 years’ experience as Director of Internal Audit for Diageo, Transport for London and the London Olympics. She is currently a non-executive director on the boards of the Oil and Gas Authority and the Royal Navy, and chairs their audit and risk committee and audit committee respectively. She is also a non-executive member of the Ministry of Defence audit committee, and a trustee and chair of the audit and risk committee at the Chartered Accountants Benevolent Association.

Previously, she was a member of the audit committees of HM Treasury and the Institute of Chartered Accountants in England and Wales. She has a degree in languages from King’s College London and is a member of the Institute of Chartered Accountants in England and Wales.

Dr. Vishal Gulati (Independent Non-Executive Director)

Dr. Vishal Gulati is a venture capitalist specialising in companies that lie at the convergence of healthcare with the internet, data science, AI and engineering.

Vishal has led Draper Esprit’s investments into some of Europe’s leading companies in these sectors including Clue, PushDr, Lifesum, Ieso Digital Health, Fluidic Analytics, Horizon Discovery and Evonetix. He is also an investor in Kheiron Medical, Repositive, Mimi Hearing Technologies, Quit Genius, MyRecovery and Project Sapien.

In addition to Vishal’s role at Draper Esprit, he is Chairman of Digital Health Forum and serves on Innovate UK’s Major Award Committee. Vishal also mentors first-time founders who are leaving academic careers to start technology businesses.

Prior to this Vishal worked at Atlas Venture, The Wellcome Trust and Radiant Capital. Vishal received his postgraduate medical training at various centres including the Nuffield Department of Medicine (Oxford) and Department of Medicine (St Mary’s Hospital, London) as a Rhodes Scholar.

Sir Bruce Keogh (Independent Non-Executive Director)

Sir Bruce Keogh is the Chair of Birmingham Women’s and Children’s NHS Foundation Trust, which is one of the highest performing NHS Trusts in the NHS.

Prior to this he served as NHS Medical Director and Director General in the Department of Health from November 2007 to March 2013. Following the 2012 health service reforms the was appointed National Medical Director of NHS England from April 2013 to January 2018. During a decade as the most senior doctor in the NHS he had responsibility for national clinical policy and strategy, with a focus on clinical leadership, quality and innovation at a time of constrained public sector growth. In the Department of Health he was the sponsor for NICE, the Healthcare Commission and the National Patient Safety Agency and had responsibility for the Medicines Pharmacy and Industry Group. As a board member of NHS England he has overseen the implementation of wide-reaching reforms to the health service following the Health and Social Care Act 2012, and had a leading role in the development and the delivery of the NHS Five Year Forward View.

Prior to joining the Department of Health, he had a distinguished international career as a cardiac surgeon, having first been a consultant at the Hammersmith Hospital in London, then University Hospital Birmingham before becoming Professor of Cardiac Surgery at UCL and Director of Surgery at the Heart Hospital.

He has served on the boards of the Picker Institute, the Commission for Health Improvement and the Healthcare Commission. He was knighted for services to medicine in 2003.

Charles Swingland (Non-Executive Director)

Charles Swingland joined PowderJect Pharmaceuticals Plc in 1996 as Senior Vice President of Corporate Services and General Counsel, after several years as a partner in a law firm in the City of London. At PowderJect, Charles was responsible for all legal, intellectual property and compliance matters, and managed the legal aspects of several major acquisitions and fund-raisings, including the eventual sale of PowderJect to Chiron in 2003.

In 2004, he joined the senior management team of Zeneus Pharma, which was backed by Apax Partners and acquired the European speciality pharmaceuticals business of Elan Pharmaceuticals. During his time at Zeneus, he oversaw all of the company’s commercial transactions, including the acquisition of the original assets, the in-licensing of several new pharmaceutical products and the eventual sale to Cephalon Inc. in 2005.

In 2006, Charles co-founded Circassia Pharmaceuticals plc, which went public in March 2014 in the largest initial public offering of shares by a European biotechnology company. Charles was an executive director at the time of initial public offering and stood down to serve as a non-executive deputy chairman of Circassia until 2017.

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

This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Peel Hunt solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).This is a financial promotion and is not intended to be investment advice.

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 Placing and the distribution of this announcement and other information in connection with the Placing and 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 the Placing or 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 Financial Conduct Authority (“FCA”) and is acting exclusively for the Company, and no one else, in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and 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 the Placing and 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, the Placing 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.

In connection with the Placing, Peel Hunt and any of its affiliates, acting as an investor for its or their own account(s), may purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Ordinary Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this announcement and the Admission Document once published to the Ordinary Shares being offered, sold, purchased, acquired, placed or otherwise dealt with should be read as including any offer or sale to, or purchase, acquisition, placement or dealing by, Peel Hunt and any of its affiliates acting as an investor for its or their own account(s). Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

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.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested.

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.

DISCLAIMER

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever.

These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.

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Schrödinger Building,
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Oxford, OX4 4GE

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