Advanced Oncotherapy plc £26m flexible, staged finance agreement agreed with Dubai investment firm

Advanced Oncotherapy plc

Advanced Oncotherapy plc (LON:AVO), the developer of next generation proton therapy systems for cancer treatment, announced today that it has secured a flexible and staged £26 million financing agreement (the “Agreement”) with Bracknor Investment Group (“Bracknor”), a Dubai-based investment firm.

The Agreement gives the Company the ability to issue a minimum of £13 million in convertible loan notes (Minimum Requirement), in tranches of £1.3 million each, up to a maximum, at the Company’s sole discretion, of £26 million over the next 24 months.

The ability to control the timing of each issuance beyond the Minimum Requirement, the opportunity to reimburse the tranches partly in cash (up to 50%) and its stepped nature, give the Company great confidence in its relationship with Bracknor and its willingness to support significant value creation, through continued development and commercialisation of the LIGHT system. The Company will continue to review any future fundraising options on merit, while being able to rely on this Agreement to meet all financing demands in the short to medium term.

Use of proceeds

Proceeds from the Agreement will be allocated to the Company’s projects, including the cost of installing the first LIGHT system at Harley Street, the funding of the Company’s pipeline and for general working capital purposes.

Terms of the Agreement

– Minimum two year term;

– Unsecured convertible notes;

– Minimum of 10 tranches of £1.3 million of convertible loan notes each, with the option – at the Company’s sole discretion – to draw down up to 10 additional tranches within two years;

– Each tranche must be converted into new or existing shares of the Company within twelve months of issuance (“Conversion Period”);

o The Conversion Price will be equal to the lowest daily VWAP (Volume Weighted Average Price) during the fifteen trading days preceding issuance by Bracknor of a notice to convert (Conversion Notice);

– Drawdown of notes can be requested, by the Company, subject to (a) all previously issued convertible loan notes being converted at the Conversion Price (see above), or (b) a period of twenty business days having elapsed since the last issuance;

– Upon issuance of a tranche, Bracknor shall receive warrants to purchase shares with an aggregate value equivalent to 20% of the nominal value of each tranche. These warrants will be exercisable for up to four years from issue;

o For the first tranche, the exercise price will be 130% of the lowest of either (a) the lowest daily VWAP during the ten trading days preceding the signing of the Agreement or (b) the lowest daily VWAP of the 10 trading days preceding the request to issue the first tranche;

o The exercise price of the subsequent warrants (i.e. bar the first tranche), will be 130% of the lowest daily VWAP during the five trading days immediately preceding the request to issue a new tranche;

– Bracknor, with any concert parties, is prevented from acquiring more than 29.9% of the Company’s shares.

Options at Company’s sole discretion

– While the Company commits to the Minimum Requirement, the Company has the right to refuse up to two calls during the term;

– Subject to compliance with the Minimum Requirement, the Company shall control the timing and total number of tranches issued;

– The Company has a further option to raise up to an additional £26 million, on the same terms, for a potential total commitment of £52 million, provided issuance of the initial £26 million has occurred within the first two years. As outlined below, the Company is also considering other sources of funding;

– The Company has the ability to redeem tranches for cash, upon receipt of a Conversion Notice, for up to 50% of the total amount, to limit possible dilution.

Fees

– The Company shall receive 95% of the nominal value of each tranche;

– A commitment fee of 3% of the nominal value of the total initial commitment, payable in convertible loan notes. £40,000 of this fee is payable immediately; the remaining £740,000 falls due upon passing of the resolutions to be put to the General Meeting of the Company, referred to below;

– A conversion fee equal to 3% of the nominal value of the notes converted, payable in cash or shares at the Company’s discretion;

– A maximum of £40,000, excluding VAT, for legal and due diligence fees incurred by Bracknor, payable in cash and/or convertible loan notes.

First Tranche draw down and General Meeting

The first tranche will be drawn down with immediate effect and is not subject to Shareholder approval; however drawdown of further tranches will be subject to Shareholder approval at a General Meeting of the Company where the Directors will seek the requisite authorities to allot the new shares deriving from the conversion of the loan notes and exercise of related warrants. The Company has existing shareholder approval to issue up to 2,633,954 shares. The Company will, in due course, send to Shareholders a circular convening the General Meeting, which will also contain the resolutions to be voted on. The circular will be made available on the Company’s website once posted.

Based on a warrant exercise price of 85p and conversion price of 65p, the Company would have to issue a total of up to 48.6 million new shares to honour the Agreement, assuming all conversion fees are paid in cash, and assuming the issuance of a maximum of 20 tranches.

Non-dilutive financing

Further to the update from Advanced Oncotherapy on 23 January 2017 on a non-dilutive financing plan, the Company can confirm that this option remains in consideration, as does the Metric Capital financing. The Company will update shareholders on further developments at the appropriate time.

Investor presentations

As outlined in the announcement on 16 February 2017, the Company will be hosting investor and analyst presentations in London on Monday 6 March 2017 and in Zürich, Switzerland on Tuesday 7 March 2017 covering the Agreement, the development, commercialisation and production of the LIGHT system and the key benefits and advantages of proton therapy and of LIGHT.

To register and attend either presentation, or to receive further information on Advanced Oncotherapy, please contact Walbrook PR on 020 7933 8780 or email avo@walbrookpr.com.

Commenting, Nicolas Serandour, CEO of Advanced Oncotherapy Plc, said: “I am delighted that we have been able to finalise a flexible funding partnership with Bracknor that helps us fund the development of our first LIGHT system to completion, supports our first installation in Harley Street, as well as underpinning our plans to move into volume manufacturing and full commercialisation. The flexibility to draw down further funds provides the Company with the security needed to pursue our plans to deliver shareholder value through the commercialisation of our unique proton therapy technology.”

Pierre Vannineuse, CEO & Founding Partner of Bracknor Investment, commented: “AVO is a perfect match in our strategy to provide solid funding partnerships with investment grade healthcare companies across the world, allowing companies to focus on what matters most: the commercial and scientific development of their own technologies.

“The conditions and covenant we have given to Advanced Oncotherapy are a clear indication of our belief in the future of the enterprise. However, the potential for success is most notably demonstrated by the world-leading partners who have teamed with them, such as Thales, CERN – where the technology originated – and Howard de Walden Estates (Harley Street), home to healthcare providers of world-class renown, not to mention the world-leading opinion leaders and managers who came together to build this company.

“Not only do we see this as an opportunity to support a Company at the forefront of a revolutionary field of proton beam therapy for cancer with a solution that answers all current impediments, but also as the opportunity to leverage our own contacts in the Middle East to ensure the commercial success of the LIGHT system in this region too.”

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