Schedule One update - Trellus Health plc | RNS | Ticker

Schedule One update - Trellus Health plc

RNS Announcement

RNS Number : 7914Z

AIM

25 May 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Trellus Health plc ("Trellus Health" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

Avon House

19 Stanwell Road

Penarth

Cardiff

CF64 2EZ

Trading address:

44 S. Broadway, Ste 100

White Plains, NY 10601

United States

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.trellushealth.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Trellus Health is commercialising the provision of digital chronic condition management solutions for employers and health plans that utilise the scientifically validated GRITT™ resilience-based methodology and a proprietary HIPAA-compliant technology platform called TrellusElevate™ to coordinate and deliver care remotely via telemedicine. The Company is initially focused on Inflammatory Bowel Diseases (IBD), which include the chronic incurable conditions of Crohn's Disease and ulcerative colitis, but considers its approach to have potential utility and demand across many chronic conditions.

The TrellusElevate™ platform is the Company's proprietary connected health platform that incorporates the GRITT™ methodology and learnings on resilience from clinical research and practice conducted at the Mount Sinai IBD Center for more than five 5 years. The GRITT™ methodology and resilience-driven multidisciplinary care model have been scientifically validated to demonstrate meaningful improvements in patient outcomes and over 85 per cent. reduction in unplanned healthcare utilisation (emergency department visits and hospitalisations) which the Directors believe indicates the potential for significant cost savings for healthcare payers.

The Company was formed in July 2020 as a UK incorporated company, with the exclusive license for commercialisation of the GRITT™ technology for IBD and seven broad disease categories granted by the Icahn School of Medicine at Mount Sinai (ISMMS). On 20 August 2020, EKF Diagnostics Holdings plc (EKF) announced that it had led, in partnership with ISMMS, a $5 million strategic investment into the Company. On 18 December 2020, EKF distributed its investment in the Company to EKF shareholders on its register at that time, by way of a dividend in specie of its entire holding of 27,999,999 non-voting Trellus A Shares. Transfer of these shares took place on 18 December 2020 to Broadway Nominees Limited to be held on trust for the underlying EKF shareholders. On Admission, all A Shares will convert to Ordinary Shares.

The Company's main country of operation is the United States.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

161,475,000 Ordinary shares of £0.0006 each in the share capital of the Company at an issue price of 40 pence per ordinary share.

No shares are held in treasury.

The shares are freely transferable with no restrictions placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Equity fundraise via a placing and a subscription to US investors for a total
c. £27.6 million and a restricted offer to qualifying Trellus Health shareholders for
c. £0.9 million, for an aggregate fundraise of £28.5 million.

Estimated market capitalisation on Admission: £64.6 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

65.3%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Julian Huw Baines, MBE (Non-Executive Chairman)

Monyc ('Monique') Pauline Fayad (Chief Executive Officer)

Dr. Marla C. Dubinsky (Non-Executive Director)

Dr. Erik Kristian Lium, PhD (Non-Executive Director)

David Michael ("Mike") Salter (Non-Executive Director

Christopher Harwood Bernard Mills (Non-Executive Director)

Niyum Gandhi (Non-Executive Director)

Dr. Daniel ("Dan") Mahony, PhD (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Before Admission	After Admission
Icahn School of Medicine at Mount Sinai ("ISMMS")	39.4%	25.0%
Dr. Marla Dubinsky	9.7%	5.4%
Dr. Laurie Keefer	9.7%	5.4%
Christopher Mills⁽¹⁾	9.3%	11.3%
Monique Fayad	4.4%	2.5%

Notes:

(1) Interests for Christopher Mills (CM) held prior to Admission are those arising entirely through his interests in Distribution Shares, and include those of his immediate family, the Oryx International Growth Fund Limited ("Oryx") and the North Atlantic Smaller Companies Investment Trust PLC ("NASCIT"). Each of these parties is participating in the Fundraising.

Harwood Capital Management (Gibraltar) Limited ("HCM"), of which CM is CEO, is the investment manager and adviser to Oryx, and CM is also a director and shareholder in Oryx.

Harwood Capital LLP, of which CM is the Chairman and Chief Executive Officer (and in which he is indirectly interested as the owner of a designated member of the LLP), is the investment adviser to NASCIT and CM is a director, shareholder and the Chief Executive and Investment Manager of NASCIT.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Goodwin Procter (UK) LLP for legal fees in respect of the in-licencing of IP from ISMMS.

ISMMS as reimbursement of legal fees from Morgan, Lewis & Bockius LLP in respect of patent work.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) From the date of incorporation on 15 July 2020 to 31 December 2020

(iii) Half year report for the six months ended 30 June 2021: by 30 September 2021

Annual report for the year ended 31 December 2021: by 30 June 2022

Half year report for the six months ended 30 June 2022: by 30 September 2022

EXPECTED ADMISSION DATE:

28 May 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Singer Advisory LLP

1 Bartholomew Lane

London EC2N 2AX

NAME AND ADDRESS OF BROKER:

Nplus1 Singer Advisory LLP

1 Bartholomew Lane

London EC2N 2AX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.trellushealth.com (from the date of Admission)

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance (QCA) Corporate Governance Code

DATE OF NOTIFICATION:

25 May 2021

NEW/ UPDATE:

UPDATE

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END

AIMSEIFMIEFSEEI

RNS metadata

Title: Schedule One update - Trellus Health plc
Time: 17:30:06
Date: 25 May 2021
Category: Capital structure
ID: 7914Z