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Press release

Appointment of CEO, amendments to the Financing terms, termination of the Formal Sale Process and proposed Delisting

Oxford, U.K. – 19 April 2022: The Board of Sensyne Health plc (LSE:SENS) today announces the appointment of Alex Snow as Chief Executive Officer with effect from 18 April 2022. Alex’s appointment follows the execution of an amendment and restatement agreement to the note purchase agreement with the Company’s secured lenders to provide access to additional capital of up to £20 million to strengthen the financial position of the business (details of which were announced on 8 April 2022).

April 19, 2022

In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect. The terms for the financing also provide for the delisting of the Company from AIM, subject to the required approval of shareholders. Without access to the additional capital provided by the noteholders pursuant to the Amended and Restated Note Purchase Agreement, the Company is unlikely to be able to continue to trade and would very likely become insolvent and be placed into administration. 

Amendments to the Note Purchase Agreement 

On 26 January 2022, the Company entered into a note purchase agreement with Gatemore Capital Management LLP (“Gatemore”), Lansdowne Partners (UK) LLP (“Lansdowne”), Sand Grove Capital Management LLP (“Sand Grove”) and Peel Hunt LLP (“Peel Hunt”) (solely by virtue of Peel Hunt receiving the majority of its fee in loan notes) (together the “Original Purchasers”) to secure £6.35 million of loan notes and an additional £5 million of loan notes to be drawn down by mutual consent. 

On 18 April 2022, the Company amended and restated the note purchase agreement (the “Amended and Restated Note Purchase Agreement”), to provide for the issue of up to an additional £20 million of loan notes, bringing the total number of loan notes (the “Loan Notes”) to £26.35 million, purchased or to be purchased in the following tranches:

  • a tranche of £6,350,000 principal amount of Loan Notes (the “Original Notes”), which were issued to the Original Purchasers on 28 January 2022; 
  • a tranche of £6,000,000 principal amount of Loan Notes (the “Additional A Notes”) to be issued to Gatemore Investment Partners I LP , Lansdowne and MNL (Hambro Perks) Nominees Limited (“Hambro Perks”) (the “Additional A Note Purchasers”) on or around 21 April 2022; and 
  • two subsequent tranches of Loan Notes (the “Additional B Notes” the “Additional C Notes”, respectively, and together with the Additional A Notes being the “Additional Notes”)) which may each be issued in any principal amount provided that the total aggregate amount of Additional Notes does not exceed £20,000,000. The Additional B Notes and Additional C Notes will be issued at the request of the Company and allocated as follows: 
  • ~Alex Snow may subscribe for up to £2,000,000 of the Additional B Notes and the Additional C Notes (in aggregate across both tranches); 
  • ~each Original Purchaser (excluding Peel Hunt), Gatemore Investment Partners LP and Hambro Perks (the “Relevant Purchasers”) may subscribe for their pro rata proportion of the Additional B Notes or the Additional C Notes. To the extent any Relevant Purchaser does not exercise its right in full to subscribe for Additional B Notes or the Additional C Notes, its remaining pro rata share may be taken up by the other Relevant Purchasers; and 
  • ~if the amount of Additional B Notes or Additional C Notes subscribed for by Alex Snow and each Relevant Purchaser as described above is less than the aggregate issuance amount of the Additional B Notes or Additional C Notes, the Company may offer the unallocated balance of the Additional B Notes or Additional C Notes to any third party, save that the issuance of Additional C Notes to a third party is subject to the unanimous consent of the Additional A Note Purchasers. 
Sub-division 

Pursuant to the terms of the Amended and Restated Note Purchase Agreement, the directors will be seeking the approval of the shareholders to effect a sub-division and re-designation, such that each of the ordinary shares of £0.10 in the capital of the Company will be sub-divided and re-designated into one ordinary share of £0.008 in the capital of the Company and one deferred share of £0.092 in the capital of the Company, having the rights to be set out in new articles of association to be adopted by the Company (the “Sub-division”). 

Conversion 

A portion of the principal amount of the Additional A Notes (as would result upon conversion in the Relevant Purchasers collectively holding 29.9 per cent. of the issued share capital of the Company) carry unconditional rights to convert into ordinary shares at a conversion price of £0.10 per ordinary share and, following completion of the Sub-division, at a conversion price of £0.008 per ordinary share. 

The balance of the Loan Notes carry conditional rights to convert into ordinary shares at a conversion price of £0.008 per ordinary share, subject to the satisfaction of certain conditions, including the passing of certain resolutions by the shareholders of the Company (including with respect to the Sub-division) and the grant of certain clearances by the Panel on Takeovers and Mergers (the “Conversion Conditions”). 

Asset Purchase Option 

If the Conversion Conditions are not satisfied within 60 days of the date of the Amended and Restated Note Purchase Agreement, the Relevant Purchasers will be able to exercise an asset purchase option to require all of the material assets of the group (including the strategic research agreements and other data collaboration agreements) be transferred into Sensyne Health Holdings Limited, and to then purchase the entire issued share capital of Sensyne Health Holdings Limited for consideration of (i) the sum of £1 and (ii) the assumption by the Relevant Purchasers of all the Company’s outstanding obligations in respect of the Loan Notes (the “Asset Purchase Option”). 

The implementation of the Asset Purchase Option would constitute a fundamental change of business within the meaning of Rule 15 of the AIM Rules for Companies. Accordingly, if exercised, the Asset Purchase Option will be conditional upon the passing of an ordinary resolution of the Shareholders in accordance with Rule 15 of the AIM Rules for Companies at a subsequent general meeting of the Company. 

Redemption 

The Loan Notes are redeemable at 1.25 times their par value. The Loan Notes have a maturity date of 26 January 2023, which is the date falling 364 days following the date of utilisation of the Original Notes. The Loan Notes are redeemable (i) on the maturity date, and (ii) at the election of the noteholders, on a pro rata basis in an amount equal to any net proceeds the Company receives following the completion of any substantial equity investment, material asset sale or recapitalisation of the Company exceeding £2 million. The Loan Notes may be redeemed by the Company on a voluntary basis (i) by giving not less than 10 business days’ notice, and (ii) at the request of a noteholder (in respect of its Loan Notes) upon the earliest of the sale of all or substantially all of the assets of the group or a change of control of the Company. 

Security 

The Loan Notes represent senior ranking obligations of the Company and are secured on a first and second priority basis and guaranteed by other members of the group. The security consists of first and second ranking fixed and floating security over substantially all of each member of the group’s assets (subject to certain agreed exceptions). 

Warrants 

Under the terms of the Amended and Restated Note Purchase Agreement, the Company has also agreed to issue to the note purchasers, warrants to subscribe for up to 29,169,448 ordinary shares (the “Warrants”) as follows: 

  1. Warrants to subscribe for 8,239,950 ordinary shares, which were issued pro rata to the Original Purchasers at the same time as the Original Notes;
  2. Warrants to subscribe for 12,689,541 ordinary shares, which were issued pro rata to the Original Purchasers, following the satisfaction of certain conditions; and
  3. Warrants to subscribe for 8,239,957 ordinary shares, to be issued prorata to the Additional A Note Purchasers on issue of the Additional A Notes.

Each Warrant is exercisable at an exercise price of £0.10 per ordinary share and, following completion of the Sub-division, at an exercise price of £0.008 per ordinary share, at any time from the date of issue of the Warrant until 15 January 2025. 

Delisting 

Pursuant to the Amended and Restated Note Purchase Agreement it is proposed that the Company cancels the admission to trading on AIM of the ordinary shares of the Company. The Company will seek the approval of the shareholders for the delisting in accordance with Rule 41 of the AIM Rules for Companies. 

Approvals to be sought from the shareholders at the General Meeting 

In connection with the Amended and Restated Note Purchase Agreement, the Company will be convening a general meeting to seek the approval of its shareholders of certain resolutions, including: 

  • an ordinary resolution to effect the Sub-division;
  • a special resolution to amend the articles of association of the Company to set out the rights of
    the deferred shares following the Sub-Division;
  • an ordinary resolution to authorise the directors of the Company to grant rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the grant of rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • an ordinary resolution to authorise the directors of the Company to issue the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the issue of the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • an ordinary resolution from independent shareholders to waive Rule 9 of the City Code on Takeovers and Mergers which would otherwise apply to the Additional A Note Purchasers (or such other persons as determined by the Panel on Takeovers and Mergers) as a result of the issue to them of ordinary shares pursuant to the conversion of the Loan Notes and/or the exercise of the Warrants; and
  • a special resolution, in accordance with Rule 41 of the AIM Rules for Companies, for the cancellation of the admission to trading on AIM of the ordinary shares.

The Circular will contain full details of the strategic financing and the resolutions to be put to the shareholders at the general meeting. The Company expects to publish the circular in the first week of May and for the general meeting to be held on or before 20 May 2022. 

Commitments from the Noteholders to the NHS 

The Board and the noteholders recognise the importance of the NHS Trusts relationships in the future of a private, restructured and refocused business and the noteholders (excluding Peel Hunt) have agreed that they will commit to take reasonable steps to exercise their rights under the Amended and Restated NPA in a manner that: (i) continues the Company’s ethical use of patient data; (ii) is consistent with the Company’s goal of enabling the Company to realise its mission to become the leader in the ethical application of clinical AI to health data, to improve patient care and accelerate medical research; and (iii) allows for a sustainable commercial model to be put in place with the NHS Trusts that reflects the value of patient data supplied to the Company by the NHS Trusts. 

Termination of the Formal Sale Process 

On 2 November 2021, the Company announced the launch of a strategic review and commencement of a Formal Sale Process. Since then, J.P. Morgan Cazenove and Peel Hunt (joint financial advisers to the Company) have contacted a broad range of corporates and financial sponsors to solicit interest in an offer for the Company or strategic investment into the Company. In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect and the ongoing discussions with the parties referred to in the announcement of 8 April 2022 have been terminated. 

Press release

Appointment of CEO, amendments to the Financing terms, termination of the Formal Sale Process and proposed Delisting

April 19, 2022
Oxford, U.K. – 19 April 2022: The Board of Sensyne Health plc (LSE:SENS) today announces the appointment of Alex Snow as Chief Executive Officer with effect from 18 April 2022. Alex’s appointment follows the execution of an amendment and restatement agreement to the note purchase agreement with the Company’s secured lenders to provide access to additional capital of up to £20 million to strengthen the financial position of the business (details of which were announced on 8 April 2022).

In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect. The terms for the financing also provide for the delisting of the Company from AIM, subject to the required approval of shareholders. Without access to the additional capital provided by the noteholders pursuant to the Amended and Restated Note Purchase Agreement, the Company is unlikely to be able to continue to trade and would very likely become insolvent and be placed into administration. 

Amendments to the Note Purchase Agreement 

On 26 January 2022, the Company entered into a note purchase agreement with Gatemore Capital Management LLP (“Gatemore”), Lansdowne Partners (UK) LLP (“Lansdowne”), Sand Grove Capital Management LLP (“Sand Grove”) and Peel Hunt LLP (“Peel Hunt”) (solely by virtue of Peel Hunt receiving the majority of its fee in loan notes) (together the “Original Purchasers”) to secure £6.35 million of loan notes and an additional £5 million of loan notes to be drawn down by mutual consent. 

On 18 April 2022, the Company amended and restated the note purchase agreement (the “Amended and Restated Note Purchase Agreement”), to provide for the issue of up to an additional £20 million of loan notes, bringing the total number of loan notes (the “Loan Notes”) to £26.35 million, purchased or to be purchased in the following tranches:

  • a tranche of £6,350,000 principal amount of Loan Notes (the “Original Notes”), which were issued to the Original Purchasers on 28 January 2022; 
  • a tranche of £6,000,000 principal amount of Loan Notes (the “Additional A Notes”) to be issued to Gatemore Investment Partners I LP , Lansdowne and MNL (Hambro Perks) Nominees Limited (“Hambro Perks”) (the “Additional A Note Purchasers”) on or around 21 April 2022; and 
  • two subsequent tranches of Loan Notes (the “Additional B Notes” the “Additional C Notes”, respectively, and together with the Additional A Notes being the “Additional Notes”)) which may each be issued in any principal amount provided that the total aggregate amount of Additional Notes does not exceed £20,000,000. The Additional B Notes and Additional C Notes will be issued at the request of the Company and allocated as follows: 
  • ~Alex Snow may subscribe for up to £2,000,000 of the Additional B Notes and the Additional C Notes (in aggregate across both tranches); 
  • ~each Original Purchaser (excluding Peel Hunt), Gatemore Investment Partners LP and Hambro Perks (the “Relevant Purchasers”) may subscribe for their pro rata proportion of the Additional B Notes or the Additional C Notes. To the extent any Relevant Purchaser does not exercise its right in full to subscribe for Additional B Notes or the Additional C Notes, its remaining pro rata share may be taken up by the other Relevant Purchasers; and 
  • ~if the amount of Additional B Notes or Additional C Notes subscribed for by Alex Snow and each Relevant Purchaser as described above is less than the aggregate issuance amount of the Additional B Notes or Additional C Notes, the Company may offer the unallocated balance of the Additional B Notes or Additional C Notes to any third party, save that the issuance of Additional C Notes to a third party is subject to the unanimous consent of the Additional A Note Purchasers. 
Sub-division 

Pursuant to the terms of the Amended and Restated Note Purchase Agreement, the directors will be seeking the approval of the shareholders to effect a sub-division and re-designation, such that each of the ordinary shares of £0.10 in the capital of the Company will be sub-divided and re-designated into one ordinary share of £0.008 in the capital of the Company and one deferred share of £0.092 in the capital of the Company, having the rights to be set out in new articles of association to be adopted by the Company (the “Sub-division”). 

Conversion 

A portion of the principal amount of the Additional A Notes (as would result upon conversion in the Relevant Purchasers collectively holding 29.9 per cent. of the issued share capital of the Company) carry unconditional rights to convert into ordinary shares at a conversion price of £0.10 per ordinary share and, following completion of the Sub-division, at a conversion price of £0.008 per ordinary share. 

The balance of the Loan Notes carry conditional rights to convert into ordinary shares at a conversion price of £0.008 per ordinary share, subject to the satisfaction of certain conditions, including the passing of certain resolutions by the shareholders of the Company (including with respect to the Sub-division) and the grant of certain clearances by the Panel on Takeovers and Mergers (the “Conversion Conditions”). 

Asset Purchase Option 

If the Conversion Conditions are not satisfied within 60 days of the date of the Amended and Restated Note Purchase Agreement, the Relevant Purchasers will be able to exercise an asset purchase option to require all of the material assets of the group (including the strategic research agreements and other data collaboration agreements) be transferred into Sensyne Health Holdings Limited, and to then purchase the entire issued share capital of Sensyne Health Holdings Limited for consideration of (i) the sum of £1 and (ii) the assumption by the Relevant Purchasers of all the Company’s outstanding obligations in respect of the Loan Notes (the “Asset Purchase Option”). 

The implementation of the Asset Purchase Option would constitute a fundamental change of business within the meaning of Rule 15 of the AIM Rules for Companies. Accordingly, if exercised, the Asset Purchase Option will be conditional upon the passing of an ordinary resolution of the Shareholders in accordance with Rule 15 of the AIM Rules for Companies at a subsequent general meeting of the Company. 

Redemption 

The Loan Notes are redeemable at 1.25 times their par value. The Loan Notes have a maturity date of 26 January 2023, which is the date falling 364 days following the date of utilisation of the Original Notes. The Loan Notes are redeemable (i) on the maturity date, and (ii) at the election of the noteholders, on a pro rata basis in an amount equal to any net proceeds the Company receives following the completion of any substantial equity investment, material asset sale or recapitalisation of the Company exceeding £2 million. The Loan Notes may be redeemed by the Company on a voluntary basis (i) by giving not less than 10 business days’ notice, and (ii) at the request of a noteholder (in respect of its Loan Notes) upon the earliest of the sale of all or substantially all of the assets of the group or a change of control of the Company. 

Security 

The Loan Notes represent senior ranking obligations of the Company and are secured on a first and second priority basis and guaranteed by other members of the group. The security consists of first and second ranking fixed and floating security over substantially all of each member of the group’s assets (subject to certain agreed exceptions). 

Warrants 

Under the terms of the Amended and Restated Note Purchase Agreement, the Company has also agreed to issue to the note purchasers, warrants to subscribe for up to 29,169,448 ordinary shares (the “Warrants”) as follows: 

  1. Warrants to subscribe for 8,239,950 ordinary shares, which were issued pro rata to the Original Purchasers at the same time as the Original Notes;
  2. Warrants to subscribe for 12,689,541 ordinary shares, which were issued pro rata to the Original Purchasers, following the satisfaction of certain conditions; and
  3. Warrants to subscribe for 8,239,957 ordinary shares, to be issued prorata to the Additional A Note Purchasers on issue of the Additional A Notes.

Each Warrant is exercisable at an exercise price of £0.10 per ordinary share and, following completion of the Sub-division, at an exercise price of £0.008 per ordinary share, at any time from the date of issue of the Warrant until 15 January 2025. 

Delisting 

Pursuant to the Amended and Restated Note Purchase Agreement it is proposed that the Company cancels the admission to trading on AIM of the ordinary shares of the Company. The Company will seek the approval of the shareholders for the delisting in accordance with Rule 41 of the AIM Rules for Companies. 

Approvals to be sought from the shareholders at the General Meeting 

In connection with the Amended and Restated Note Purchase Agreement, the Company will be convening a general meeting to seek the approval of its shareholders of certain resolutions, including: 

  • an ordinary resolution to effect the Sub-division;
  • a special resolution to amend the articles of association of the Company to set out the rights of
    the deferred shares following the Sub-Division;
  • an ordinary resolution to authorise the directors of the Company to grant rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the grant of rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • an ordinary resolution to authorise the directors of the Company to issue the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the issue of the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • an ordinary resolution from independent shareholders to waive Rule 9 of the City Code on Takeovers and Mergers which would otherwise apply to the Additional A Note Purchasers (or such other persons as determined by the Panel on Takeovers and Mergers) as a result of the issue to them of ordinary shares pursuant to the conversion of the Loan Notes and/or the exercise of the Warrants; and
  • a special resolution, in accordance with Rule 41 of the AIM Rules for Companies, for the cancellation of the admission to trading on AIM of the ordinary shares.

The Circular will contain full details of the strategic financing and the resolutions to be put to the shareholders at the general meeting. The Company expects to publish the circular in the first week of May and for the general meeting to be held on or before 20 May 2022. 

Commitments from the Noteholders to the NHS 

The Board and the noteholders recognise the importance of the NHS Trusts relationships in the future of a private, restructured and refocused business and the noteholders (excluding Peel Hunt) have agreed that they will commit to take reasonable steps to exercise their rights under the Amended and Restated NPA in a manner that: (i) continues the Company’s ethical use of patient data; (ii) is consistent with the Company’s goal of enabling the Company to realise its mission to become the leader in the ethical application of clinical AI to health data, to improve patient care and accelerate medical research; and (iii) allows for a sustainable commercial model to be put in place with the NHS Trusts that reflects the value of patient data supplied to the Company by the NHS Trusts. 

Termination of the Formal Sale Process 

On 2 November 2021, the Company announced the launch of a strategic review and commencement of a Formal Sale Process. Since then, J.P. Morgan Cazenove and Peel Hunt (joint financial advisers to the Company) have contacted a broad range of corporates and financial sponsors to solicit interest in an offer for the Company or strategic investment into the Company. In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect and the ongoing discussions with the parties referred to in the announcement of 8 April 2022 have been terminated. 

Press release

Appointment of CEO, amendments to the Financing terms, termination of the Formal Sale Process and proposed Delisting

Appointment of CEO, amendments to the Financing terms, termination of the Formal Sale Process and proposed Delisting

April 19, 2022
Oxford, U.K. – 19 April 2022: The Board of Sensyne Health plc (LSE:SENS) today announces the appointment of Alex Snow as Chief Executive Officer with effect from 18 April 2022. Alex’s appointment follows the execution of an amendment and restatement agreement to the note purchase agreement with the Company’s secured lenders to provide access to additional capital of up to £20 million to strengthen the financial position of the business (details of which were announced on 8 April 2022).

In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect. The terms for the financing also provide for the delisting of the Company from AIM, subject to the required approval of shareholders. Without access to the additional capital provided by the noteholders pursuant to the Amended and Restated Note Purchase Agreement, the Company is unlikely to be able to continue to trade and would very likely become insolvent and be placed into administration. 

Amendments to the Note Purchase Agreement 

On 26 January 2022, the Company entered into a note purchase agreement with Gatemore Capital Management LLP (“Gatemore”), Lansdowne Partners (UK) LLP (“Lansdowne”), Sand Grove Capital Management LLP (“Sand Grove”) and Peel Hunt LLP (“Peel Hunt”) (solely by virtue of Peel Hunt receiving the majority of its fee in loan notes) (together the “Original Purchasers”) to secure £6.35 million of loan notes and an additional £5 million of loan notes to be drawn down by mutual consent. 

On 18 April 2022, the Company amended and restated the note purchase agreement (the “Amended and Restated Note Purchase Agreement”), to provide for the issue of up to an additional £20 million of loan notes, bringing the total number of loan notes (the “Loan Notes”) to £26.35 million, purchased or to be purchased in the following tranches:

  • a tranche of £6,350,000 principal amount of Loan Notes (the “Original Notes”), which were issued to the Original Purchasers on 28 January 2022; 
  • a tranche of £6,000,000 principal amount of Loan Notes (the “Additional A Notes”) to be issued to Gatemore Investment Partners I LP , Lansdowne and MNL (Hambro Perks) Nominees Limited (“Hambro Perks”) (the “Additional A Note Purchasers”) on or around 21 April 2022; and 
  • two subsequent tranches of Loan Notes (the “Additional B Notes” the “Additional C Notes”, respectively, and together with the Additional A Notes being the “Additional Notes”)) which may each be issued in any principal amount provided that the total aggregate amount of Additional Notes does not exceed £20,000,000. The Additional B Notes and Additional C Notes will be issued at the request of the Company and allocated as follows: 
  • ~Alex Snow may subscribe for up to £2,000,000 of the Additional B Notes and the Additional C Notes (in aggregate across both tranches); 
  • ~each Original Purchaser (excluding Peel Hunt), Gatemore Investment Partners LP and Hambro Perks (the “Relevant Purchasers”) may subscribe for their pro rata proportion of the Additional B Notes or the Additional C Notes. To the extent any Relevant Purchaser does not exercise its right in full to subscribe for Additional B Notes or the Additional C Notes, its remaining pro rata share may be taken up by the other Relevant Purchasers; and 
  • ~if the amount of Additional B Notes or Additional C Notes subscribed for by Alex Snow and each Relevant Purchaser as described above is less than the aggregate issuance amount of the Additional B Notes or Additional C Notes, the Company may offer the unallocated balance of the Additional B Notes or Additional C Notes to any third party, save that the issuance of Additional C Notes to a third party is subject to the unanimous consent of the Additional A Note Purchasers. 
Sub-division 

Pursuant to the terms of the Amended and Restated Note Purchase Agreement, the directors will be seeking the approval of the shareholders to effect a sub-division and re-designation, such that each of the ordinary shares of £0.10 in the capital of the Company will be sub-divided and re-designated into one ordinary share of £0.008 in the capital of the Company and one deferred share of £0.092 in the capital of the Company, having the rights to be set out in new articles of association to be adopted by the Company (the “Sub-division”). 

Conversion 

A portion of the principal amount of the Additional A Notes (as would result upon conversion in the Relevant Purchasers collectively holding 29.9 per cent. of the issued share capital of the Company) carry unconditional rights to convert into ordinary shares at a conversion price of £0.10 per ordinary share and, following completion of the Sub-division, at a conversion price of £0.008 per ordinary share. 

The balance of the Loan Notes carry conditional rights to convert into ordinary shares at a conversion price of £0.008 per ordinary share, subject to the satisfaction of certain conditions, including the passing of certain resolutions by the shareholders of the Company (including with respect to the Sub-division) and the grant of certain clearances by the Panel on Takeovers and Mergers (the “Conversion Conditions”). 

Asset Purchase Option 

If the Conversion Conditions are not satisfied within 60 days of the date of the Amended and Restated Note Purchase Agreement, the Relevant Purchasers will be able to exercise an asset purchase option to require all of the material assets of the group (including the strategic research agreements and other data collaboration agreements) be transferred into Sensyne Health Holdings Limited, and to then purchase the entire issued share capital of Sensyne Health Holdings Limited for consideration of (i) the sum of £1 and (ii) the assumption by the Relevant Purchasers of all the Company’s outstanding obligations in respect of the Loan Notes (the “Asset Purchase Option”). 

The implementation of the Asset Purchase Option would constitute a fundamental change of business within the meaning of Rule 15 of the AIM Rules for Companies. Accordingly, if exercised, the Asset Purchase Option will be conditional upon the passing of an ordinary resolution of the Shareholders in accordance with Rule 15 of the AIM Rules for Companies at a subsequent general meeting of the Company. 

Redemption 

The Loan Notes are redeemable at 1.25 times their par value. The Loan Notes have a maturity date of 26 January 2023, which is the date falling 364 days following the date of utilisation of the Original Notes. The Loan Notes are redeemable (i) on the maturity date, and (ii) at the election of the noteholders, on a pro rata basis in an amount equal to any net proceeds the Company receives following the completion of any substantial equity investment, material asset sale or recapitalisation of the Company exceeding £2 million. The Loan Notes may be redeemed by the Company on a voluntary basis (i) by giving not less than 10 business days’ notice, and (ii) at the request of a noteholder (in respect of its Loan Notes) upon the earliest of the sale of all or substantially all of the assets of the group or a change of control of the Company. 

Security 

The Loan Notes represent senior ranking obligations of the Company and are secured on a first and second priority basis and guaranteed by other members of the group. The security consists of first and second ranking fixed and floating security over substantially all of each member of the group’s assets (subject to certain agreed exceptions). 

Warrants 

Under the terms of the Amended and Restated Note Purchase Agreement, the Company has also agreed to issue to the note purchasers, warrants to subscribe for up to 29,169,448 ordinary shares (the “Warrants”) as follows: 

  1. Warrants to subscribe for 8,239,950 ordinary shares, which were issued pro rata to the Original Purchasers at the same time as the Original Notes;
  2. Warrants to subscribe for 12,689,541 ordinary shares, which were issued pro rata to the Original Purchasers, following the satisfaction of certain conditions; and
  3. Warrants to subscribe for 8,239,957 ordinary shares, to be issued prorata to the Additional A Note Purchasers on issue of the Additional A Notes.

Each Warrant is exercisable at an exercise price of £0.10 per ordinary share and, following completion of the Sub-division, at an exercise price of £0.008 per ordinary share, at any time from the date of issue of the Warrant until 15 January 2025. 

Delisting 

Pursuant to the Amended and Restated Note Purchase Agreement it is proposed that the Company cancels the admission to trading on AIM of the ordinary shares of the Company. The Company will seek the approval of the shareholders for the delisting in accordance with Rule 41 of the AIM Rules for Companies. 

Approvals to be sought from the shareholders at the General Meeting 

In connection with the Amended and Restated Note Purchase Agreement, the Company will be convening a general meeting to seek the approval of its shareholders of certain resolutions, including: 

  • an ordinary resolution to effect the Sub-division;
  • a special resolution to amend the articles of association of the Company to set out the rights of
    the deferred shares following the Sub-Division;
  • an ordinary resolution to authorise the directors of the Company to grant rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the grant of rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • an ordinary resolution to authorise the directors of the Company to issue the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the issue of the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • an ordinary resolution from independent shareholders to waive Rule 9 of the City Code on Takeovers and Mergers which would otherwise apply to the Additional A Note Purchasers (or such other persons as determined by the Panel on Takeovers and Mergers) as a result of the issue to them of ordinary shares pursuant to the conversion of the Loan Notes and/or the exercise of the Warrants; and
  • a special resolution, in accordance with Rule 41 of the AIM Rules for Companies, for the cancellation of the admission to trading on AIM of the ordinary shares.

The Circular will contain full details of the strategic financing and the resolutions to be put to the shareholders at the general meeting. The Company expects to publish the circular in the first week of May and for the general meeting to be held on or before 20 May 2022. 

Commitments from the Noteholders to the NHS 

The Board and the noteholders recognise the importance of the NHS Trusts relationships in the future of a private, restructured and refocused business and the noteholders (excluding Peel Hunt) have agreed that they will commit to take reasonable steps to exercise their rights under the Amended and Restated NPA in a manner that: (i) continues the Company’s ethical use of patient data; (ii) is consistent with the Company’s goal of enabling the Company to realise its mission to become the leader in the ethical application of clinical AI to health data, to improve patient care and accelerate medical research; and (iii) allows for a sustainable commercial model to be put in place with the NHS Trusts that reflects the value of patient data supplied to the Company by the NHS Trusts. 

Termination of the Formal Sale Process 

On 2 November 2021, the Company announced the launch of a strategic review and commencement of a Formal Sale Process. Since then, J.P. Morgan Cazenove and Peel Hunt (joint financial advisers to the Company) have contacted a broad range of corporates and financial sponsors to solicit interest in an offer for the Company or strategic investment into the Company. In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect and the ongoing discussions with the parties referred to in the announcement of 8 April 2022 have been terminated. 

Press release

Appointment of CEO, amendments to the Financing terms, termination of the Formal Sale Process and proposed Delisting

April 19, 2022
Oxford, U.K. – 19 April 2022: The Board of Sensyne Health plc (LSE:SENS) today announces the appointment of Alex Snow as Chief Executive Officer with effect from 18 April 2022. Alex’s appointment follows the execution of an amendment and restatement agreement to the note purchase agreement with the Company’s secured lenders to provide access to additional capital of up to £20 million to strengthen the financial position of the business (details of which were announced on 8 April 2022).

In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect. The terms for the financing also provide for the delisting of the Company from AIM, subject to the required approval of shareholders. Without access to the additional capital provided by the noteholders pursuant to the Amended and Restated Note Purchase Agreement, the Company is unlikely to be able to continue to trade and would very likely become insolvent and be placed into administration. 

Amendments to the Note Purchase Agreement 

On 26 January 2022, the Company entered into a note purchase agreement with Gatemore Capital Management LLP (“Gatemore”), Lansdowne Partners (UK) LLP (“Lansdowne”), Sand Grove Capital Management LLP (“Sand Grove”) and Peel Hunt LLP (“Peel Hunt”) (solely by virtue of Peel Hunt receiving the majority of its fee in loan notes) (together the “Original Purchasers”) to secure £6.35 million of loan notes and an additional £5 million of loan notes to be drawn down by mutual consent. 

On 18 April 2022, the Company amended and restated the note purchase agreement (the “Amended and Restated Note Purchase Agreement”), to provide for the issue of up to an additional £20 million of loan notes, bringing the total number of loan notes (the “Loan Notes”) to £26.35 million, purchased or to be purchased in the following tranches:

  • a tranche of £6,350,000 principal amount of Loan Notes (the “Original Notes”), which were issued to the Original Purchasers on 28 January 2022; 
  • a tranche of £6,000,000 principal amount of Loan Notes (the “Additional A Notes”) to be issued to Gatemore Investment Partners I LP , Lansdowne and MNL (Hambro Perks) Nominees Limited (“Hambro Perks”) (the “Additional A Note Purchasers”) on or around 21 April 2022; and 
  • two subsequent tranches of Loan Notes (the “Additional B Notes” the “Additional C Notes”, respectively, and together with the Additional A Notes being the “Additional Notes”)) which may each be issued in any principal amount provided that the total aggregate amount of Additional Notes does not exceed £20,000,000. The Additional B Notes and Additional C Notes will be issued at the request of the Company and allocated as follows: 
  • ~Alex Snow may subscribe for up to £2,000,000 of the Additional B Notes and the Additional C Notes (in aggregate across both tranches); 
  • ~each Original Purchaser (excluding Peel Hunt), Gatemore Investment Partners LP and Hambro Perks (the “Relevant Purchasers”) may subscribe for their pro rata proportion of the Additional B Notes or the Additional C Notes. To the extent any Relevant Purchaser does not exercise its right in full to subscribe for Additional B Notes or the Additional C Notes, its remaining pro rata share may be taken up by the other Relevant Purchasers; and 
  • ~if the amount of Additional B Notes or Additional C Notes subscribed for by Alex Snow and each Relevant Purchaser as described above is less than the aggregate issuance amount of the Additional B Notes or Additional C Notes, the Company may offer the unallocated balance of the Additional B Notes or Additional C Notes to any third party, save that the issuance of Additional C Notes to a third party is subject to the unanimous consent of the Additional A Note Purchasers. 
Sub-division 

Pursuant to the terms of the Amended and Restated Note Purchase Agreement, the directors will be seeking the approval of the shareholders to effect a sub-division and re-designation, such that each of the ordinary shares of £0.10 in the capital of the Company will be sub-divided and re-designated into one ordinary share of £0.008 in the capital of the Company and one deferred share of £0.092 in the capital of the Company, having the rights to be set out in new articles of association to be adopted by the Company (the “Sub-division”). 

Conversion 

A portion of the principal amount of the Additional A Notes (as would result upon conversion in the Relevant Purchasers collectively holding 29.9 per cent. of the issued share capital of the Company) carry unconditional rights to convert into ordinary shares at a conversion price of £0.10 per ordinary share and, following completion of the Sub-division, at a conversion price of £0.008 per ordinary share. 

The balance of the Loan Notes carry conditional rights to convert into ordinary shares at a conversion price of £0.008 per ordinary share, subject to the satisfaction of certain conditions, including the passing of certain resolutions by the shareholders of the Company (including with respect to the Sub-division) and the grant of certain clearances by the Panel on Takeovers and Mergers (the “Conversion Conditions”). 

Asset Purchase Option 

If the Conversion Conditions are not satisfied within 60 days of the date of the Amended and Restated Note Purchase Agreement, the Relevant Purchasers will be able to exercise an asset purchase option to require all of the material assets of the group (including the strategic research agreements and other data collaboration agreements) be transferred into Sensyne Health Holdings Limited, and to then purchase the entire issued share capital of Sensyne Health Holdings Limited for consideration of (i) the sum of £1 and (ii) the assumption by the Relevant Purchasers of all the Company’s outstanding obligations in respect of the Loan Notes (the “Asset Purchase Option”). 

The implementation of the Asset Purchase Option would constitute a fundamental change of business within the meaning of Rule 15 of the AIM Rules for Companies. Accordingly, if exercised, the Asset Purchase Option will be conditional upon the passing of an ordinary resolution of the Shareholders in accordance with Rule 15 of the AIM Rules for Companies at a subsequent general meeting of the Company. 

Redemption 

The Loan Notes are redeemable at 1.25 times their par value. The Loan Notes have a maturity date of 26 January 2023, which is the date falling 364 days following the date of utilisation of the Original Notes. The Loan Notes are redeemable (i) on the maturity date, and (ii) at the election of the noteholders, on a pro rata basis in an amount equal to any net proceeds the Company receives following the completion of any substantial equity investment, material asset sale or recapitalisation of the Company exceeding £2 million. The Loan Notes may be redeemed by the Company on a voluntary basis (i) by giving not less than 10 business days’ notice, and (ii) at the request of a noteholder (in respect of its Loan Notes) upon the earliest of the sale of all or substantially all of the assets of the group or a change of control of the Company. 

Security 

The Loan Notes represent senior ranking obligations of the Company and are secured on a first and second priority basis and guaranteed by other members of the group. The security consists of first and second ranking fixed and floating security over substantially all of each member of the group’s assets (subject to certain agreed exceptions). 

Warrants 

Under the terms of the Amended and Restated Note Purchase Agreement, the Company has also agreed to issue to the note purchasers, warrants to subscribe for up to 29,169,448 ordinary shares (the “Warrants”) as follows: 

  1. Warrants to subscribe for 8,239,950 ordinary shares, which were issued pro rata to the Original Purchasers at the same time as the Original Notes;
  2. Warrants to subscribe for 12,689,541 ordinary shares, which were issued pro rata to the Original Purchasers, following the satisfaction of certain conditions; and
  3. Warrants to subscribe for 8,239,957 ordinary shares, to be issued prorata to the Additional A Note Purchasers on issue of the Additional A Notes.

Each Warrant is exercisable at an exercise price of £0.10 per ordinary share and, following completion of the Sub-division, at an exercise price of £0.008 per ordinary share, at any time from the date of issue of the Warrant until 15 January 2025. 

Delisting 

Pursuant to the Amended and Restated Note Purchase Agreement it is proposed that the Company cancels the admission to trading on AIM of the ordinary shares of the Company. The Company will seek the approval of the shareholders for the delisting in accordance with Rule 41 of the AIM Rules for Companies. 

Approvals to be sought from the shareholders at the General Meeting 

In connection with the Amended and Restated Note Purchase Agreement, the Company will be convening a general meeting to seek the approval of its shareholders of certain resolutions, including: 

  • an ordinary resolution to effect the Sub-division;
  • a special resolution to amend the articles of association of the Company to set out the rights of
    the deferred shares following the Sub-Division;
  • an ordinary resolution to authorise the directors of the Company to grant rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the grant of rights to convert the Loan Notes into ordinary shares of £0.008 each in the capital of the Company, up to an aggregate nominal amount of £26,350,000;
  • an ordinary resolution to authorise the directors of the Company to issue the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • a special resolution to empower the directors of the Company to dis-apply the statutory pre- emption rights in respect of the issue of the Warrants to subscribe for up to 29,169,448 ordinary shares of £0.008 each in the capital of the Company;
  • an ordinary resolution from independent shareholders to waive Rule 9 of the City Code on Takeovers and Mergers which would otherwise apply to the Additional A Note Purchasers (or such other persons as determined by the Panel on Takeovers and Mergers) as a result of the issue to them of ordinary shares pursuant to the conversion of the Loan Notes and/or the exercise of the Warrants; and
  • a special resolution, in accordance with Rule 41 of the AIM Rules for Companies, for the cancellation of the admission to trading on AIM of the ordinary shares.

The Circular will contain full details of the strategic financing and the resolutions to be put to the shareholders at the general meeting. The Company expects to publish the circular in the first week of May and for the general meeting to be held on or before 20 May 2022. 

Commitments from the Noteholders to the NHS 

The Board and the noteholders recognise the importance of the NHS Trusts relationships in the future of a private, restructured and refocused business and the noteholders (excluding Peel Hunt) have agreed that they will commit to take reasonable steps to exercise their rights under the Amended and Restated NPA in a manner that: (i) continues the Company’s ethical use of patient data; (ii) is consistent with the Company’s goal of enabling the Company to realise its mission to become the leader in the ethical application of clinical AI to health data, to improve patient care and accelerate medical research; and (iii) allows for a sustainable commercial model to be put in place with the NHS Trusts that reflects the value of patient data supplied to the Company by the NHS Trusts. 

Termination of the Formal Sale Process 

On 2 November 2021, the Company announced the launch of a strategic review and commencement of a Formal Sale Process. Since then, J.P. Morgan Cazenove and Peel Hunt (joint financial advisers to the Company) have contacted a broad range of corporates and financial sponsors to solicit interest in an offer for the Company or strategic investment into the Company. In light of the amended financing terms, the Board has decided to end the Formal Sale Process with immediate effect and the ongoing discussions with the parties referred to in the announcement of 8 April 2022 have been terminated.