HealthBeacon SHA

Share Issue/Capital Change • Dec 10, 2021

National Storage Mechanism | Additional information

RNS Number : 2122V

HealthBeacon PLC

10 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

10 December 2021

HealthBeacon plc

Placing and Proposed Admission to Trading on Euronext Growth

HealthBeacon plc ("HealthBeacon" or the "Company"), a digital therapeutics company that develops products for managing injectable medications for patients in the home, today announces its proposed admission to trading on Euronext Growth Market, a market operated by Euronext Dublin (the "Admission") and its successful placing, conditional on Admission, at a price of €5.85 per Ordinary Share (the "Placing").

Pursuant to the Placing the Company is raising gross proceeds of €25 million.

Highlights

·         The Placing Price has been set at €5.85 per Ordinary Share (the "Placing Price").

·         4,273,504 new Ordinary Shares are to be issued by the Company pursuant to the Placing to raise gross proceeds of €25 million.

·         HealthBeacon's fully diluted market capitalisation will be approximately €100 million based on the Placing Price(1).

·         On Admission, the Company will have 16,812,047 Ordinary Shares in issue.

·         It is expected that Admission will become effective, and that dealings will commence in the Ordinary Shares on Euronext Growth Market, at 8.00 a.m. (Dublin time) on 15 December (Ticker: HBCN ID and ISIN: IE00014QAJZ5). 

·         The Company's mission is to become the world's leading digital therapeutics platform for injectable medications and is expecting approximately 10x increase in the number of patients using its system from the end of 2021 to the end of 2023. The Company intends to use the proceeds from the Placing to (i) scale its team to support growth across sales and marketing, customer support and operations, finance and product development (ii) invest in inventory and working capital to support product roll out and (iii) further develop its platform in respect of technology development, research and development and develop a pipeline of future products.

·         Goodbody is acting as Sole Global Co-ordinator, Bookrunner, Broker and Euronext Growth Advisor in respect of the Placing and Admission.

Commenting on today's announcement,

Robert Garber, Independent Non-Executive Chairman of HealthBeacon said:

"I'm very pleased that HealthBeacon is joining Euronext Growth and, through this successful raise, welcomes new institutional shareholders to our share register. This IPO represents an important milestone in HealthBeacon's journey towards connecting people to better health through sustainable, digitally enabled solutions. Since HealthBeacon's founding, the business has been driven by its mission to become the world's leading digital therapeutics platform for injectable medications. In this regard, the Euronext Dublin listing and support from investors is a game changer for the business, enabling it to further scale its unique product for its customers"

Jim Joyce, CEO and co-founder of HealthBeacon said:

"HealthBeacon is at a pivotal stage of its development and this IPO will support the acceleration of our ambitious growth strategy. Our fundamental aim is to make our product globally accessible to the tens of millions of patients worldwide that are managing injectable medications in the home. The proceeds raised through this IPO will enable us to scale to meet potential demand, as we anticipate a ten-fold increase in the number of patients using our injection care management system by the end of 2023. As we embark on our next chapter as a public company, we are excited about the potential of our target market and the proven ability for our product to meaningfully increase medical adherence for patients in a safe and sustainable way."

The Company will today publish its Information Document and will apply for Admission. All Placing Shares to be issued by the Company will be issued and allotted upon, and subject to, the terms and conditions of the Placing as set out in the Information Document. Full terms and conditions of the Placing and Admission will be included in the Information Document, which will be made available on the Company's website, www.HealthBeacon.com subject to certain access restrictions, from Admission. Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Information Document.

Notes:

(1) HealthBeacon's market capitalisation on Admission (based on 16,812,047 Ordinary Shares in issue and the Placing Price) will be approximately €98.4 million.

Enquiries: 

HealthBeacon  Laurence Flavin	Investor.Relations@HealthBeacon.com
Goodbody (Sole Bookrunner, Broker and Euronext Growth Adviser): David Kearney Stephen Kane Chris McAuliffe	+353 (1) 667-0420
Drury (Public Relations): Billy Murphy Cathal Barry	+353 (0) 87 231 3085 +353 (0) 87 227 9281

Background to the Company

Headquartered in Dublin since being established in 2013, HealthBeacon is an Irish digital therapeutics company that develops products for managing injectable medications for patients in the home. The HealthBeacon injection care management system tracks adherence and persistence with medication schedules through the provision of medication management reminders, safe and sustainable sharps disposal devices, educational tools and AI driven data analytics. The Company operates in 17 markets across Europe, North America and the United Kingdom and employs more than 50 people. HealthBeacon has obtained more than 30 design and utility patents and in 2018 received a Class II Medical Device certificate from the FDA for a sharps bin intended for home use.

IMPORTANT NOTICES

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company (if any) in due course in connection with the Offering.

The distribution or publication of this announcement, any related documents, and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons who gain possession of this announcement, or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom.

Neither this announcement nor any copy of it and the other documents or other information relating to the Offering may be taken or transmitted into the United States, Australia, New Zealand, Canada or Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. In particular the proposals referenced herein are tentative and are subject to verification, updating, revision and amendment.

The Ordinary Shares have not been and will not be registered under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Ordinary Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Ordinary Shares in any jurisdiction including the United Kingdom, Ireland, the United States, Australia, Canada, South Africa and Japan.

Members of the public are not eligible to take part in the Placing. All offers of Ordinary Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus for offers of the Ordinary Shares. This announcement is being distributed only to and is directed at (i) persons in member states of the European Economic Area ("Member States") who are a "Professional Client" within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II") and persons who are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation. In addition, this document is only directed at and being distributed to: (A) in the United Kingdom, to persons who are Qualified Investors within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by the Prospectus (Amendment, etc) (EU Exit) Regulations 2019) and (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) who fall within Article 49 of the Order; and (B) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). The investment or investment activity to which this document relates is available only to such persons. Any person who is not a relevant person should not act on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description act upon the contents of this document. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person. By receiving this document and acting on its content, you are deemed to warrant to the Company and Goodbody that you fall within the categories described above and agree to and will comply with the contents of this notice.

Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing . The value of Ordinary Shares can decrease as well as increase. Past performance or information in this announcement or the Admission Document or any of the documents relating to the Placing  cannot be relied upon as a guide to future performance.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Goodbody will only procure investors who meet the criteria of professional clients and eligible counterparties or who are Company Placing participants. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflects the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company and Goodbody expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relating to the Offer, Admission and/or the Ordinary Shares cannot be relied upon as a guide to future performance.

Goodbody Stockbrokers UC ("Goodbody"), trading as Goodbody, is regulated in Ireland by the Central Bank of Ireland. In the UK, Goodbody is also subject to regulation by the Financial Conduct Authority. Goodbody is acting exclusively for the Company in relation to the Placing and Admission and will not regard any other person as their client in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to their clients or for advising any other person in relation to the Placing and Admission  or any transaction or arrangement referred to or information contained in this announcement. Certain of Goodbody's responsibilities, as the Company's Euronext Growth Advisor, are owed to Euronext Dublin and not the Company, its directors or any other person.

In connection with the Placing, Goodbody, or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goodbody or any of its affiliates acting as investors for their own accounts. Neither Goodbody nor any of its affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Goodbody, nor any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection therewith. The Company, Goodbody and their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or any other person, accordingly, disclaim all and any liability whether arising in tort contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Euronext Growth is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. Euronext Growth securities are not admitted to the Official List of Euronext Dublin. The Euronext Growth Rules are less demanding than those of the Official List of Euronext Dublin. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial advisor. This Announcement has not been approved by the Central Bank of Ireland, Euronext Dublin, or any other competent regulatory authority.

HealthBeacon may decide not to proceed with the Placing or Admission and there is no guarantee that the Placing or Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

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