OptiBiotix Health plc

("OptiBiotix" or the "Company")

Admission of ProBiotix Health plc to AQSE Growth Market

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

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

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

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

Distribution

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

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

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

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

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

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

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Caution regarding forward looking statements

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