nanosynth Group plc (LON:NNN) has announced that further to the announcement of the Joint Venture Agreement with inter alia, Volz Holdings v.o.s on 10 December 2021, agreement has been reached for Volz to convert their production line to provide the capability for nanosynth’s alphaviron layer to be included across Volz’s product range. This is extremely beneficial to the JV Company, Virosynth Limited, as Volz are not only a HVAC material provider but also an HVAC filter provider. This means that by Volz converting their production line to incorporate the Company’s technology as standard, Virosynth will end up with its first client, with leading edge advantage in the marketplace and a great reference point for others to see and follow due to the benefits Virosynth can deliver for the HVAC market and the reputation Volz holds in the market.
This is also expected to save Virosynth considerable cash expenditure.
The cost of converting the Volz production line is considerable. It has therefore been agreed that to save nanosynth having to inject cash into Virosynth to meet half the cost of this, it will instead provide a warrant over ordinary shares in the Company to the shareholders of Volz, namely; Rainer Volz and Jonathan Thornton.
Accordingly, the Company has issued £500,000 of warrants over 50,000,000 shares at an exercise price of 1 pence each (a premium of c.29% to the closing mid market share price on 9 February 2022) to be granted equally to Rainer Volz and Jonathan Thornton. The Warrants are exercisable for a period of three years from the date of grant and only upon completion of the conversion of the product line.
Related Party Transaction
Jonathan Thornton, as a director of Virosynth, which is a 51% owned subsidiary of the Company, is considered to be a “related party” as defined under the AIM Rules and accordingly the grant of Warrants constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
Mark Duffin, Richard Clarke, Dr Felicity Sartain and Dr Gareth Cave, being the Directors independent of the transaction, consider, having consulted with SP Angel Corporate Finance LLP, the Company’s Nominated Adviser, that the grant of the Warrants are fair and reasonable insofar as the Company’s shareholders are concerned.