Source - RNS
RNS Number : 5376E
Eden Research plc
28 February 2020
 

28 February 2020

 

Eden Research Plc

("Eden" or "Company")

 

Placing, Subscription & Open Offer

 

Eden Research plc (AIM: EDEN), the AIM-quoted company that develops and supplies breakthrough biopesticide products and natural microencapsulation technologies to the global crop protection, animal health and consumer products industries, today announces that it has conditionally raised £10.1 million (before expenses) by way of a Placing and Subscription of new Ordinary Shares at the Issue Price of 6p per share to certain institutional and other investors. Furthermore, to enable other Shareholders not able to participate in the Placing an opportunity to subscribe for additional Ordinary Shares, the Company is proposing to raise up to an additional £0.5   million (before expenses) by way of an Open Offer made to Qualifying Shareholders of up to 8,287,573 new Ordinary Shares at the Issue Price.

Eden is currently the only UK-quoted company focused on biopesticides for sustainable agriculture and is well positioned to capitalise on the rapidly growing biopesticides market, which is projected to be worth over £10 billion by 2025. The Company expects to apply the net proceeds of the Fundraise to advance the development, registration and commercialisation of new key product categories, including new insecticide formulations and seed treatments.

Transaction Highlights

· Placing of 151,666,834 new Ordinary Shares at the Issue Price with new and existing investors to raise £9.1 million (before expenses)

· Subscription for 16,666,500 new Ordinary Shares by Sipcam Oxon S.p.A. at the Issue Price to raise in aggregate £1.0 million (before expenses)

· Open Offer to Qualifying Shareholders at the Issue Price to raise up to an additional £0.5 million (before expenses)

· The Directors intend to use the net proceeds from the Fundraise for the following purposes:

c. £6.0 million to develop and commercialise the Company's first insecticide products and seed treatments; and

c. £2.0 million to develop use of Sustaine ä with traditional agrochemicals; and

c. £2.0 million to expand the Company's product portfolio in seed treatments, broad-acre crops and the home and garden market.

The Company will shortly be posting a Notice of General Meeting and an accompanying circular (the "Circular") to existing shareholders following this announcement. All relevant documents will be available to download at https://www.edenresearch.com/ .

Sean Smith, Chief Executive Officer of Eden, said :

"Eden has been making good progress with the commercialisation of our products and technologies.  As momentum continues to build, we remain focussed upon providing sustainable solutions for global agriculture.  Furthermore, we are eager to accelerate the commercialisation of new products for new categories including insecticides and seed treatments.  Now is the right time to invest and capitalise on the opportunities in our pipeline. We have a clear ambition to be a global leader in sustainable chemistry, and this fundraise will allow us to enter new and significant markets from a position of strength.

 

The outlook for the biopesticides market is undoubtedly positive, with a clear demand from a growing consumer market for sustainably grown produce and a notable shift towards greener farming practices. Eden's biopesticide solutions combine high levels of efficacy that are comparable to synthetic pesticides and are aligned with the direction of regulatory travel, which has seen restrictions and, in some cases, the removal of conventional products from the market."

Introduction

The Company announces a proposed Placing, Subscription and Open Offer, pursuant to which it proposes to raise, subject to certain conditions (i) £10.1 million (before expenses) by the conditional Placing and Subscription of 168,333,334 new Ordinary Shares at the Issue Price to certain institutional and other investors including Sipcam; and (ii) up to approximately £0.5 million (before expenses) by way of an Open Offer made to Qualifying Shareholders of up to 8,287,573 new Ordinary Shares at the Issue Price.

The net proceeds of the Placing, Subscription and Open Offer will be used to advance the development, registration and commercialisation of new product categories, including new insecticide formulations and seed treatments, as well as to provide additional working capital for the Group associated with the new development areas, as described in more detail in this announcement. The Placing, Subscription and Open Offer are conditional (amongst other things) upon the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights and to grant the Board authority to allot and issue the New Ordinary Shares. The Issue Price equates to a discount of 23.9 per cent to the closing middle market price of 7.88 pence per Ordinary Share on 27 February 2020 (being the last Business Day before publication of this Announcement).

Background to and rationale for the Fundraise

The Company's vision is to become the leader in sustainable bioactive products and the Board believes Eden is well positioned to capitalise on the global shift towards more environmentally friendly methods of crop protection, as demonstrated by the European Chemicals Agency's proposed EU-wide restriction on the use of intentionally added microplastic particles. Eden is currently the only UK-quoted company focused on biopesticides for sustainable agriculture. Eden develops and supplies innovative biopesticide products to the global crop protection market, using the Company's patented microencapsulation technology, Sustaine ä . Sustaine ä microcapsules are naturally sourced, plastic-free, biodegradable micro-spheres derived from yeast extract. Importantly, the Sustaine ä microencapsulation technology enables the technical viability of naturally occurring terpenes for use in commercial crop protection.

The Company is pursuing the Fundraise to continue to drive commercial progress and to build the foundations for the next stage of its development in significant markets. The Company intends to use the net proceeds from the Fundraise to (i) register and commercialise the Company's first insecticide product, (ii) develop the use of Sustaine ä with conventional agrochemicals, (iii) expand the Company's product portfolio and (iv) to capitalise on opportunities arising from its relationship with Corteva Agriscience.

 

Market Opportunity for Biopesticides

 

While the use of effective pesticides has been fundamental to the farming revolution over the last 100 years, governments and consumers have increasingly begun to acknowledge the risk to the environment and human health posed by conventional pesticides. This has led to the banning or restriction (especially in Europe) of some common pesticides such as Neonicotinoids and Chlorothalonil.

 

This has subsequently increased the use of biopesticides and, as a result, the biopesticides market is growing at a CAGR of approximately 15% per annum and is projected to be worth more than $10 billion by 2025.

 

Eden's biopesticide solutions solve a number of the issues of conventional pesticides. Using plant derived active ingredients that are generally accepted as safe by regulators around the world means that the products are not subject to residue limits, long per-harvest intervals and can be used as a post-harvest treatments, subject to regulatory approval.

 

In addition, the Company's yeast based SustaineTM encapsulation technology allows Eden's products and conventional pesticides to be used without the presence of plastics. There are currently global concerns regarding the volume of micro-plastics in the environment and the impact their presence has on human health and wildlife. In response, there have been new regulations proposed which could restrict the intentional addition of plastic to pesticides, which has created a need for the major pesticide producers to actively look for alternative approaches to encapsulation of existing chemical treatments. These restrictions mean that the time and cost of bringing new agrochemical products to market has increased to around 10 to 12 years and approximately $300 million.

 

From a broader perspective, concerns regarding the impact on human health of pesticides has increased the consumer appetite for organic products and encouraged regulators to put stricter controls around spraying of crops and residue limits.

 

Another advantage of Eden's proposition is that its three EU-registered active ingredients, geraniol, eugenol and thymol, were all approved for use in organic farming in January 2020, following inclusion in the EU's Organic Production Regulation. Entry into the organic farming arena opens up new commercial opportunities for the Company and is relevant to all products that utilise the Company's three EU-registered active ingredients. In 2017, Organic farming covered 12.6 million hectares of agricultural land in the EU Member States, equivalent to 7% of the total utilised agricultural area. Between 2012-2017, land assigned for organic growing within these Member States increased by 25%. In two of the Company's key territories, Italy and Spain, the share of organic production totals 15.2% and 9.3% respectively.

 

Eden's Current Products and Technology

 

Sustaine ä - Microencapsulation Technology

 

Eden proposes to use part of the proceeds to actively develop formulations with traditional chemical products using its Sustaine ä microencapsulation technology. Following the Fundraise, it plans to undertake trials to demonstrate the range of benefits that Sustaine ä offers to potential partners.

 

By 2025 in the EU, pesticides containing synthetic polymer microplastics are likely to be severely restricted or banned entirely and removed from the market. The Directors believe that the only acceptable alternative is the substitution with biodegradable formulations. Reformulated products will likely need to be evaluated and registered within the five-year transition period.

 

Eden has developed a natural formulation technology, SustaineTM using particles derived from natural yeast cells. The technology was originally developed as a drug delivery method for human health applications before Eden adapted it for use in the encapsulation of pesticides. By creating a stabilised aqueous emulsion, Sustaine ä enables the formulation of pesticides using a number of terpene based active ingredients which would not be functional without being encapsulated. The encapsulation provides for the sustained release of these ingredients when in contact with water and closing once dry, enabling their safe, more efficient use. The benefit of Sustaine ä is that it is cost effective, useful for a wide range of active ingredients, plastic-free, high capacity, robust, sustainable and facilitates reduced phytotoxicity. 

 

Sustaine ä  is a proven and viable solution to the microplastics problem in formulations requiring encapsulation. Even before the EU regulation of microplastics, the Company has a small number of projects underway where it is testing the compatibility of Sustaine ä with third-party active ingredients to determine whether benefits such as formulation stability, dose reduction or resistance management could be achieved. However, the new, proposed restriction of microplastic particles may open up a further, significant opportunity for Eden to deploy its Sustaine ä technology on a very large scale.

 


Mevalone ä - Fungicide Product

 

Eden's first biopesticide, Mevalone ä , is a fungicide used in the prevention and treatment of botrytis in table and wine grapes, as well as the control of powdery mildew on grapevines and, in certain territories, the treatment of botrytis on a range of crops ranging from kiwis to onions. 

During 2016, Mevalone ä was approved and distribution was in place to cover four southern European countries and Kenya. The first commercial sales of Mevalone ä were made in the same year in Kenya, Greece, Italy and Spain.  Approval in France for table and wine grapes followed in 2017. During 2018, the Company initiated the approval process for Mevalone ä and the three associated active substances (terpenes) with the US Environmental Protection Agency (EPA) and currently expects to receive approval during 2020. It is also currently undergoing the regulatory approval process in a number of additional countries, including key wine growing regions Australia and New Zealand.

In 2019, Mevalone ä received an emergency use authorisation in France for the treatment of postharvest storage diseases on apples. Over one third of apples produced in France go into storage, and it is under storage conditions that a number of diseases can develop. It has been demonstrated that Mevalone ä , when applied shortly before harvest, is effective at combating storage diseases and that the product provided a solution that met the requirements of growers where there is a lack of suitable commercially available alternatives.

The Company currently has distribution agreements for Mevalone ä with Sipcam and Sumi Agro for the major territories. A full list of the regulatory approvals for Mevalone ä can be found in the Appendix to the Chairman's letter.


In addition to Mevalone ä , Eden has developed a nematicide product which is used to tackle nematode infestations which can damage crops and affect yield.  Nematodes are parasites that affect a wide range of crops grown in open fields and in greenhouses.

 

In 2016, Eden signed an exclusive distribution agreement with Eastman Chemical for the nematicide product which has since been branded Cedroz ä . Eastman acquired the rights to register and sell Cedroz ä   in 29 countries.  Cedroz ä recently received its first zonal approval from Malta in February 2019 and was granted approval for emergency use in Italy in April 2019. It has since been approved in Belgium and Mexico. Additional applications for Cedroz ä have been made for certain larger markets such as Italy, Spain and France. The Company also submitted an application for registration to the EPA in the US in 2018. A full list of the regulatory approvals for Cedroz ä can be found in the Appendix to the Chairman's letter.


The Corteva Agreement

The Fundraise will allow the Company to capitalise on opportunities arising from its relationship with Corteva Agriscience. Eden signed an exclusive evaluation agreement with Corteva Agriscience, the world's fourth largest agriculture input company, in January 2020 . Significantly for Eden, regulatory change led to the withdrawal of one of Corteva Agriscience's key seed treatment  in the EU. Initial trials by Corteva Agriscience have shown strong results using Eden's products and formulation technology. Eden's formulation technology has been shown to be stable, environmentally friendly and complies with emerging EU regulations concerning polymers.

Further trials will be undertaken under a one-year evaluation agreement and, subject to the results, Corteva Agriscience and Eden will look to sign a distribution agreement for the EU, Russia, Ukraine and Turkey giving Eden the opportunity to capture a significant share of this market. The Directors estimate that, if successful, there is the opportunity to generate up to c. €40 million of revenue for Eden from European geographies alone (current market) from this product.

Insecticide Opportunity


The Company intends to use a proportion of the proceeds to pursue the registration and commercialisation of its first insecticide product. The funding will enable a more efficient and concurrent approach to registration as the Company will be able to run efficacy trials in parallel, rather than in sequence, which are necessary for regulatory product authorisations around the world. By funding these trials directly, it is expected that Eden will be able to fully control and ultimately commercially leverage its intellectual property and product authorisations. The Company may seek to appoint local distributors where appropriate, thereby optimising and significantly simplifying the value chain resulting in margin expansion. 

 

The insecticide product will be an addition to the Company's current suite of products, and follows an assessment of various new product development opportunities, one of which addresses significant unmet needs in the agrochemical insecticide market. Using a combination of Eden's active ingredients, which are registered in the EU already, and various co-formulants, Eden has developed an effective insecticide product with good activity against multiple key insect pests including whitefly, aphids, thrips and mites, as proven in a number of Good Experimental Practice standard field trials undertaken by well-known Contract Research Organisations.

 

The Company has identified this market as having a strong need for an effective alternative to conventional insecticides due to strong consumer and regulatory pressure driven by persistence, bio-accumulation, toxicity and susceptibility to resistance. To open this significant market opportunity for Eden, the Company will need to complete a number of further efficacy and safety trials in target markets. The initial investment will target the highest value markets such as mites in the highest value crops (citrus, tree fruit and grapes).

 

 

Estimated Market Sizes

(€m)

Mites

Whitefly

Thrips

Aphids

Total

US

€159m

€5m

 

€59m

€107m

 

€330m

Europe (incl. Turkey)

€147m

€97m

 

€85m

€192m

 

€521m

Company estimates

 

 

 

 

 

Product Portfolio Expansion

 

For some time, the Company has been aware of potential commercial opportunities in seed treatments and broad-acre crops. To date, investment in developing products for these areas of application has been limited due to general resource constraints. However, given the success that the Company has seen with the commercialisation of its existing products, it now wishes to expedite development of these additional product areas. 

 

The funds will be used to undertake laboratory screening, formulation work and pot/field trials. This should, where successful, allow Eden to bring these products to a stage where they can be registered and commercialised through the Company's distribution channels.

Company Strategy

 

The Company's near-term focus is to maximize the opportunity for sales of its two approved products, Mevalone ä and Cedroz ä , the use of Sustaine ä with third party active ingredients, the exploitation of seed treatment opportunities with Corteva Agriscience and the development of its insecticide product. The Company continues to explore additional business line diversification including ongoing work with Bayer Animal Health, as well as potential for consumer product launches. In addition, the Company will seek to expand the crops and diseases treated by its products and will look to undertake further geographic diversification (seasonal and climatic variation).

Use of Proceeds

The Directors intend to use the net proceeds from the Fundraising of up to £10.0 million for the following purposes:

 

· £6.0 million to develop and commercialise the Company's first insecticide product and seed treatments;

· £2.0 million to develop use of Sustaine ä with traditional agrochemicals; and

· £2.0 million to expand the Company's product portfolio in seed treatments, broad-acre crops and the home and garden.

 

Current Trading and Prospects

On 14 January 2020, the Company provided a trading update for the year ended 31 December 2019. The Company reported that revenue for the year is expected to be approximately £2.0 million (2018: £2.8 million) and operating loss for the year will be approximately £1.4 million (2018: loss of £0.5 million), in line with market expectations.  The Company confirmed that £1.7 million of the £2.0 million of revenue was derived from product sales (2018: £1.6 million), achieved despite unfavourable growing conditions in the Southern EU, with milestone and upfront payments making up the balance.

 

The well-publicised hot and dry growing conditions across southern Europe during the peak 2019 growing season negatively impacted the development of Botrytis and this resulted in botryticide usage generally being impacted.  Despite the resulting overall contraction of the botryticide market, product sales revenue increased as a whole compared to the previous year. 

 

During 2020, the Company expects to build on the sales achieved in the territories where it had approvals during 2019 as well as seeing further sales from the territories where it announced new approvals at the end of last year (Belgium and Mexico).  In addition, the Company expects to see sales arising from new approvals for Cedroz ä in Spain, Italy, France, Belgium, the Netherlands and the United Kingdom where the applications for registrations have now been outstanding from the early part of 2019 and the constituent active ingredients are already approved.

 

The Company also currently expects approval during 2020 of Mevalone ä and Cedroz ä from the EPA so that the products can be sold into the United States.  However, these will constitute entirely new approvals and timing is harder to predict.  Although the Company might expect to see some level of channel stocking, the overall levels of sales will depend in part on the timing during the year when the approvals come through in relation to the growing season.

 

Directors' participation, appointment rights and LTIP


Directors' participation in the Placing

As part of the Fundraise, certain Directors and their connected persons intend to subscribe (either personally or through a nominee) for an aggregate of 416,500 Placing Shares at the Issue Price. Details of the Placing Shares for which the Directors intend to subscribe (either personally or through a nominee) are displayed below:

 

 

 

Number of Placing

Value of Placing

 

 

 

Shares

Shares

 

 

Number

intended

intended

 

 

of existing

to be

to be

 

 

Ordinary

subscribed

subscribed

Name

Title

Shares#

for#

for#

Sean Smith

Chief Executive Officer

433,393

183,333

  11,000

Alex Abrey

Chief Financial Officer

1,152,824

150,000

 9,000

Robin Cridland

Non-Executive Director

47,000

83,167

  4,990

 

# The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.

 

LTIP

It is proposed that, following First Admission and Second Admission, the Company will implement a new long term incentive plan (LTIP) to award the performance of the executive management team. The new LTIP would replace the Company's existing LTIP, and is deemed a more appropriate scheme to incentivise management given the Company's stage of development. Pursuant to the new LTIP, the Company will grant options over 10.5 million new Ordinary Shares in Eden, at a strike price of 6p each, in the amounts of 6 million awarded to Sean Smith and 4.5 million awarded to Alex Abrey. The options will vest immediately and will lapse in three equal tranches in June 2022, June 2023 and June 2024. For the first five years following the grant  of options, no shares arising from the exercise of these options may be sold unless the Company's prevailing share price is equal to or in excess of 10p. The LTIP will include a net cashless mechanism whereby a number of shares may be deducted from the participant's option pool upon exercise, equivalent to half the exercise cost based on the prevailing market price of Eden's Ordinary Shares, and provided the remaining exercise cost is paid in cash. The shares arising from exercise of options shall be subject to a one-year lock-in restriction, followed by a one-year orderly market restriction. Further details of the LTIP will be announced following First Admission and Second Admission once formally implemented.

Director appointment right

As part of their placing participation of 58,333,000 Placing Shares (amounting to approximately £3.5 million), BGF has been granted the right to appoint a director to the board of the Company for as long as it retains a minimum interest of five per cent. of the issued share capital of the Company.

Details of the Placing and the Subscription

Eden is proposing to raise £9.1 million (before expenses) pursuant to the Placing. The Placing has conditionally raised a total of approximately £5.2 million through the placing of the EIS/VCT Placing Shares and a total of approximately £3.9 million through the placing of the General Placing Shares.  Admission of the Ordinary Shares to trading on AIM will occur over two Business Days to assist investors in the EIS/VCT Placing Shares to claim certain tax reliefs available to EIS and VCT investors.

Subject to, inter alia, the passing of the Resolutions at the General Meeting, the EIS/VCT Placing Shares are expected to be admitted to trading on or around on 19 March 2020, being one Business Day prior to admission to trading on AIM of the General Placing Shares and Subscription Shares, which are expected to be admitted to trading on AIM or around 20 March 2020 . The allotment of the EIS/VCT Placing Shares will be conditional on First Admission occurring. The allotment of the General Placing Shares will be conditional on Second Admission occurring. Shareholders and potential investors should be aware of the possibility that the First Admission and Second Admission may not occur.

Although the Company currently expects to satisfy the relevant conditions for EIS/VCT Placing Shares, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company, nor Cenkos, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders, or other potential investors, are in any doubt as to their tax position, require more detailed information, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

In addition, Eden has entered into a conditional Subscription Agreement with Sipcam, one of its commercial partners, pursuant to which Sipcam will subscribe for 16,666,500  new Ordinary Shares conditional on passing the resolutions at the General Meeting and Second Admission. The Issue Price of 6 pence per share equates to a discount of 23.8 per cent. to the closing price of 7.88 pence on 27 February 2020, the latest Business Day prior to publication of this announcement.

The Placing Shares and Subscription Shares will represent approximately 44 per cent. of the Enlarged Share Capital (on the assumption that the maximum number of Placing Shares and Subscription Shares are issued pursuant to the Placing and Subscription and that the Open Offer is fully subscribed). The New Ordinary Shares will, following  each of the First Admission and the Second Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their respective issue and will otherwise rank equally in all other respects with the Existing Ordinary Shares.

The Placing and Open Offer Agreement

Pursuant to the terms of the Placing and Open Offer Agreement, Cenkos Securities has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing, the Subscription and the Open Offer have not been underwritten.

The Placing and Open Offer Agreement is conditional upon, inter alia:

· Resolutions 1 and 2 being passed without amendment at the General Meeting;

· compliance by the Company in all material respects with its obligations under the Placing Agreement; and

· with respect to the issue of the General Placing Shares only, Second Admission becoming effective by not later than 8.00 a.m. on 20 March 2020 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date).

The Placing and Open Offer Agreement contains warranties from the Company in favour of Cenkos Securities in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos Securities in relation to certain liabilities it may incur in respect of the Fundraise. Cenkos has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to First Admission and/or Second Admission, in particular, in the event of a breach of the warranties given to Cenkos in the Placing and Open Offer Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing and Open Offer Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Group as a whole.

Details of the Open Offer

Eden is proposing to raise up to approximately £0.5 million (before expenses) pursuant to the Open Offer. The Issue Price per Open Offer Share equates to a discount of 23.9 per cent. to the closing price of 7.88 pence on 27 February 2020, the latest Business Day prior to publication of this announcement. All Qualifying Shareholders are being given the opportunity to participate in the Open Offer.

The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

1 Open Offer Share for every 25 Existing Ordinary Shares

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Basic Entitlement. Qualifying Shareholders who do not take up their Basic Entitlements in full will experience a dilution to their interests of approximately 43.86 per cent. following  Second Admission (assuming full subscription under the Placing, Subscription and the Open Offer).

Qualifying Shareholders should note that the Open Offer Shares have neither been placed under the Placing subject to clawback under the Open Offer nor have they been underwritten, and that neither the Placing nor the Subscription is conditional upon the number of applications received under the Open Offer.

Further details of the Open Offer and the application process relating to the Open Offer are set out in the Circular.

General Meeting

The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF at 11.00 a.m. on 18 March 2020, will be set out at the end of the Circular. At the General Meeting, the following Resolutions will be proposed:

· Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £1,766,209 being equal to 176,620,907 New Ordinary Shares (i.e. the maximum number of New Ordinary Shares available under the Placing, Subscription and Open Offer); and

· Resolution 2, which is conditional on the passing of Resolution 1 and is a special resolution, to authorise the Directors to allot 176,620,907 New Ordinary Shares for cash pursuant to the Placing, Subscription and Open Offer on a non-pre-emptive basis.

The authorities to be granted pursuant to the Resolutions will expire on whichever is the earlier of (a) the conclusion of the next Annual General Meeting of the Company; and (b) the date falling six months from the date of the passing of the Resolutions (unless renewed, varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 14 May 2019.

For the purposes of section 571(6)(c) of the Act, the Directors determined the Issue Price after consideration of applicable market and other considerations and having taken appropriate professional advice.

Shareholders will find accompanying the Circular a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon as possible and in any event not later than two Business Days before the time of the General Meeting. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the General Meeting.

Recommendation

The Directors believe the Placing, Subscription and the Open Offer and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to 1,991,717 Ordinary Shares, representing approximately 1 per cent. of the existing issued ordinary share capital of the Company.

 

As the Placing and Subscription and Open Offer are conditional, inter alia, upon the passing by Shareholders of the Resolutions at the General Meeting, Shareholders should be aware that, if the Resolutions are not passed and First Admission and Second Admission do not take place, the proceeds of the Placing and Subscription will not be received by the Company. In addition, the Open Offer will not proceed. Whilst the Company has sufficient working capital on its current business plan to fund its operations for the next 12 months, it is expected to remain loss making in the near term as it funds the development and commercialisation of new products. If the proceeds of the Fundraising are not received, the Company would need to pursue additional or alternative funding sources in the next 12 months. There would be no certainty of the terms under which alternative financing would be made available or at all.

 

DEFINITIONS

 

Act

the Companies Act 2006 (as amended)

AIM

the market of that name operated by the London Stock Exchange

AIM Rules

the AIM Rules for Companies published by the London Stock Exchange from time to time

Application Form

the application form relating to the Open Offer which accompanies the Circular (in the case of Qualifying Non-CREST Shareholders only)

Basic Entitlement

the number of Open Offer Shares which Qualifying Shareholders are entitled to subscribe for at the Issue Price pro rata to their holding of Existing Ordinary Shares pursuant to the Open Offer as described in Part III of the Circular

Business Day

a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England

Cenkos or Cenkos Securities

Cenkos Securities plc

certificated form or in

an Ordinary Share recorded on a company's share register as being

certificated form

held in certificated form (namely, not in CREST)

Company or Eden

Eden Research plc, a company incorporated and registered in England and Wales under the Companies Act 2006 with registered number 03071324

CREST

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)

CREST Manual

the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear

CREST member

a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)

CREST member account ID

the identification code or number attached to a member account in CREST

CREST participant

a person who is, in relation to CREST, a system-participant (as defined in the CREST regulations)

CREST participant ID

shall have the meaning given in the CREST Manual issued by Euroclear

CREST payment

shall have the meaning given in the CREST Manual issued by Euroclear

CREST Regulations

the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

CREST sponsor

a CREST participant admitted to CREST as a CREST sponsor

CREST sponsored member

a CREST member admitted to CREST as a sponsored member

Dealing Day

a day on which the London Stock Exchange is open for business in London

Directors or Board

the directors of the Company whose names are set out in the Circular, or any duly authorised committee thereof

EIS

enterprise investment scheme

EIS/VCT Placing

the Placing Shares to be issued under the Placing and either (i) in respect of which EIS relief is to be claimed; or (ii) constituting a qualifying holding for VCT purposes

EIS/VCT Placing Shares

the 86,182,500 new Ordinary Shares to be issued and allotted to the Placees pursuant to the EIS/VCT Placing

Enlarged Share Capital

the entire issued share capital of the Company following completion of the Placing, Subscription and Open Offer following First Admission and Second Admission

EU

the European Union

Euroclear

Euroclear UK & Ireland Limited, the operator of CREST

Excess Application Facility

to the extent that Basic Entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders in full, such Open Offer Shares will be available to satisfy excess applications, subject to a maximum of 8,287,573 Open Offer Shares in aggregate, as described in Part III of the Circular

Excess CREST Open Offer Entitlement

in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular

Excess Entitlements

the entitlement for Qualifying Shareholders to apply to acquire any number of Open Offer Shares subject to the limit on applications under the Excess Application Facility, as described in Part III of the Circular

Excess Shares

Open Offer Shares applied for by Qualifying Shareholders in accordance with the Excess Application Facility

Ex-entitlement Date

the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 2 March 2020

Existing Ordinary Shares

the 207,189,337 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM

FCA

the UK Financial Conduct Authority

FDA

the US Food and Drug Administration

First Admission

the admission to trading on AIM of the EIS/VCT Placing Shares

Form of Proxy

the form of proxy for use in connection with the General Meeting which accompanies the Circular

FSMA

the Financial Services and Markets Act 2000 (as amended)

Fundraise

the Placing, Subscription and the Open Offer

General Meeting

the general meeting of the Company to be held at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF at 11.00 a.m. on 18 March 2020 (or any adjournment of that general meeting), notice of which is set out at the end of the Circular

General Placing

the General Placing Shares to be issued under the Placing other than (i) in respect of which EIS relief is to be claimed; or (ii) constituting a qualifying holding for VCT purposes

General Placing Shares

the 65,484,334 New Ordinary Shares to be issued and allotted to the Placees pursuant to the General Placing and which do not constitute EIS/VCT Shares

Group

the Company and its subsidiaries

HMRC

Her Majesty's Revenue and Customs (which shall include its predecessors, the Inland Revenue and HM Customs and Excise)

ISIN

International Securities Identification Number

Issue Price

6 pence per Placing Share, Subscription Share and per Open Offer Share

Link Asset Services or Link

a trading name of Link Market Services Limited

London Stock Exchange

London Stock Exchange plc

Long Stop Date

2 April 2020

Money Laundering Regulations

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Criminal Justice Act 1993 and the Proceeds of Crime Act 2002

New Ordinary Shares

together, the Placing Shares, the Subscription Shares and the Open Offer Shares

Notice of General Meeting

the notice convening the General Meeting which is set out at the end of the Circular

Open Offer

the conditional invitation made to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of the Circular and, where relevant, in the Application Form

Open Offer Entitlement

the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer

Open Offer Shares

up to 8,287,573 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer

Ordinary Shares

ordinary shares of £0.01 each in the capital of the Company

Overseas Shareholders

a Shareholder with a registered address outside the United Kingdom

Placee

the subscribers for the Placing Shares pursuant to the Placing

Placing

the EIS/VCT Placing and General Placing

Placing Shares

the EIS/VCT Placing Shares and the General Placing Shares

Prospectus Regulation

the EU Prospectus Regulation (Regulation (EU) 2017/1129) in relation to offers of securities to the public and the admission of securities to trading on a regulated market

Qualifying CREST Shareholders

Qualifying Shareholders holding Existing Ordinary Shares in a CREST account

Qualifying Non-CREST Shareholders

Qualifying Shareholders holding Existing Ordinary Shares in certificated form

 

 

Qualifying Shareholders

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in the United States or any other Restricted Jurisdiction)

Receiving Agents

Link Asset Services

Record Date

6.00 p.m. on 27 February 2020 in respect of the entitlements of Qualifying Shareholders under the Open Offer

Regulatory Information Service

has the meaning given in the AIM Rules for Companies

Resolutions

the resolutions set out in the Notice of General Meeting

Restricted Jurisdiction

each and any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States and any other jurisdiction where the Offer would breach any applicable law or regulations

Second Admission

the admission to trading on AIM of the General Placing Shares

Shareholders

holders of Ordinary Shares

Sipcam

S.I.P.C.A.M. Societa Italiana Prodotti Chimici per l'Agricoltura Milano S.P.A.

Subscription

the Subscription by Sipcam for the Subscription Shares

Subscription Shares

the 16,666,500 new Ordinary Shares to be subscribed pursuant to the Subscription

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland

Uncertificated or Uncertificated form

recorded on the relevant register or other record of the shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

US Person

has the meaning given in the United States Securities Act 1933 (as amended)

VCT

Venture Capital Trust

voting rights

means all voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting

£ and p

United Kingdom pounds sterling and pence respectively, the lawful currency of the United Kingdom

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer

6.00 p.m. on

27 February 2020

Announcement of the Placing, Subscription and the Open Offer,

 

28 February 2020

Publication and posting of the Circular, Form of Proxy and to Qualifying Non-CREST shareholders only, the Application Form

 

2 March 2020

Existing Ordinary Shares marked "ex" by the London Stock Exchange

8.00 a.m. on

2 March 2020

Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

 

3 March 2020

Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on

11 March 2020

Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST

3.00 p.m. on

12 March 2020

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on

13 March 2020

Latest time and date for receipt of completed Forms of Proxy

11.00 a.m.  on

16 March 2020

Record time and date for entitlement to vote at the General Meeting

Close of business on

16 March 2020

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)

11.00 a.m. on

17 March 2020

General Meeting

11.00 a.m. on

18 March 2020

Announcement of result of General Meeting and the Open Offer

 

18 March 2020

First Admission and commencement of dealings in the EIS/VCT Shares on AIM

8.00 a.m. on

19 March 2020

Second Admission and commencement of dealings in the General Placing Shares, the Subscription Shares and the Open Offer Shares on AIM

8.00 a.m. on

20 March 2020

New Ordinary Shares credited to CREST members' accounts in respect of the EIS/VCT Shares

 

19 March 2020

New Ordinary Shares credited to CREST members' accounts in respect of General Placing Shares, the Subscription Shares and the Open Offer Shares  

 

20 March 2020

Despatch of definitive share certificates in certificated form

by

26 March 2020

 

APPENDIX

 

Mevalone ä Regulatory Approval Log

 

Mevalone ä Territory

Registration Details

Crops

Regulatory position

Estimated Market size

(€m)

Distributor

France

Apples, storage diseases

Apples

Emergency use approval

0.5

Sumi Agro

France

Botrytis in field

Table grapes, Wine Grapes

Approved

51.7

Sumi Agro

Malta

Botrytis in field

Table Grape, Wine grape

Approved

<0.5

Sipcam

Bulgaria

Botrytis in Field

Table Grape, Wine grape

Approved

1.1

KNE Certis

Cyprus

Botrytis in field

Table Grape, Wine grape

Approved

<0.5

KNE / Coststas Christodoulou

Cyprus

Minor Use - Botrytis in field and glasshouse

Aubergine, Kiwi, Pomegranate, Spring onion

Approved

<0.5

KNE / Coststas Christodoulou

Portugal

Botrytis in field

Table Grape, Wine grape

Approved

1.2

Sipcam

Italy

Botrytis in open field

Table grape and Wine grape

Approved

30.5

 

Sipcam

Italy

Emergency Use Authorisations - botrytis in field

Kiwi

Emergency authorization period from 18 June 2019 to 15 October 2019

<0.5

Sipcam

Italy

Emergency Use Authorisations - botrytis in field and glasshouse

STRAWBERRY AND SMALL FRUITS (blackberries, wild blackberries, raspberries, blueberries, American giant blueberries, currants, gooseberries, rose hips, mulberries, blueberries, elderberries, other berries)

Emergency authorization period from 8 April 2019 to 5 August 2019 (2)

19.5

Sipcam

Italy

Emergency Use Authorisations - botrytis in field

Pomegranate

Emergency authorization period from 8 April 2019 to 5 August 2019 (2)

<0.5

Sipcam

Kenya

Botrytis in field and glasshouse

Squash, French Beans

Approved

<0.5

Lachlan

Kenya

Powdery mildew and botrytis in field and glasshouse

Roses, Snow Peas

Approved

2.8

Lachlan

Spain

Botrytis and control of powdery mildew

Table grape and wine grapes

Approved

14.0

 

Sipcam

Greece, Balkans

Botrytis in field and glasshouse

Table grapes, wine grapes

Approved

3.7

Efthymiadis

Greece, Balkans

Minor Use - Botrytis in field and glasshouse

Aubergines, kiwis, pomegranates and spring onions.

Approved

5.4

Efthymiadis

FYROM

Botrytis in field

Table grapes, wine grapes

Approved

<0.5

Efthymiadis

FYROM

Minor Use - Botrytis in field and glasshouse

Aubergines, kiwis, pomegranates and spring onions.

Approved

<0.5

Efthymiadis

Albania

Botrytis in field

Table grapes, wine grapes

Approved

<0.5

Efthymiadis

Albania

Minor Use - Botrytis in field and glasshouse

Aubergines, kiwis, pomegranates and spring onions.

Approved

<0.5

Efthymiadis

Australia

Botrytis in field

Grapes

Submitted

<0.5

Sipcam

New Zealand

Botrytis in field

Grapes

TBC

6.9

Sipcam

United States

Botrytis in field

Grapes

Submitted to EPA

12.6

Eastman

Benelux

Botrytis in field

Grapes

Dossier being finalised for submission in 2020

Grape <0.5

Other crops - 4.9

Sipcam

Germany and Poland and three other central European markets

Fungicide for grapes and treatment of storage diseases on apples

Grapes and Apples

Dossier being finalised for submission in 2020

Grape Botrytis - 14.0

Apples - 0.1

SumiAgro

Serbia

Botrytis in field

Table grape and wine grapes

Submitted 2019

<0.5

KNE Certis

Romania

Botrytis in field

Table grape and wine grapes

Submitted 2019

1.3

KNE Certis

 

 

 

 

Cedroz ä Regulatory Approval Log

 

Cedroz ä Territory

Registration details

Crops

Regulatory position

Estimated Market size (€m)

Distributor

Malta

Nematodes in open fields and glasshouse for wide range of crops

cucurbitaceous (cucumbers, courgettes, melons, pumpkins, watermelons), fruiting vegetables (aubergine, pepper, sweet pepper, chili, pepino), strawberries

 

Approved

<0.5

Eastman

Mexico

Nematodes in open fields and glasshouse for wide range of crops

Tomatoes, potato, pepper, eggplant, melon, watermelon, cucumber, pumpkin, chayote squash

Approved

4.8

Eastman

Belgium

Nematodes in greenhouses for wide range of crops

strawberries (production field), strawberries (selection and multiplication field), tomatoes, bell pepper, Spanish pepper, aubergine/eggplant and pepino, cucumber, courgette/patisson, melon, pumpkin

Approved

<0.5

Eastman

Italy

Nematodes open field and in greenhouses

tomato, peppers, eggplant, chili, melon, watermelon, pumpkin, cucumber, courgette, strawberries

 

Emergency Approval

30.6

Eastman

Spain

Nematodes open fields and in greenhouses

tomato, peppers, eggplant, chili, melon, watermelon, pumpkin, cucumber, courgette, strawberries

Submitted and  Pending

14.4

Eastman

USA

Nematodes open fields and in greenhouses

Fruiting Vegetables: Eggplant, Okra, Pepper, Tomato
Cucurbit
Vegetables: Cantaloupe, Cucumber, Muskmelon, Pumpkin, Squash, Watermelon, Zucchini

 

Submitted and  Pending

83.0

Eastman

United Kingdom

Nematodes in greenhouses. 

tomato, (sweet) peppers, eggplant, chili, pepino, melon, pumpkin, cucumber, courgette, strawberries

Submitted and  Pending

<0.5

Eastman

Netherlands

Nematodes in greenhouses. 

strawberries, Cucurbitaceae (edible peel), Cucurbitaceae (not edible peel), Solanaceae

Submitted and pending (decision expected imminently)

0.6

 

Eastman

France

Nematodes in greenhouses

tomato, peppers, eggplant, chili, melon, pumpkin, cucumber, courgette, strawberries

Submitted and  Pending

5.0

Eastman

Greece

Nematodes open fields and in greenhouses

tomato, peppers, eggplant, chili, melon, watermelon, pumpkin, cucumber, courgette, strawberries

Dossier prepared

3.2

Eastman

Portugal

Nematodes  open fields  and in greenhouses

tomato, peppers, eggplant, chili, melon, watermelon, pumpkin, cucumber, courgette, strawberries

Dossier submitted and pending

1.9

Eastman

Morocco

Nematodes  open fields  and in greenhouses

tomato, peppers, eggplant, chili, melon, watermelon, pumpkin, cucumber, courgette, strawberries, (raspberry and green bean)

In progress

6.3

Eastman

Costa Rica

Nematodes  open fields

tomato, melon, potato, peppers

 

Trials done. Dossier being prepared

0.4

Eastman

Guatemala,

Nematodes  open fields

tomato, melon, potato, peppers

 

In progress

0.9

Eastman

Honduras

Nematodes open fields

tomato, melon, potato, peppers

 

In progress

<0.5

Eastman

Israel

Nematodes open fields

Multiple, TBC

In progress

TBC

Eastman

 

 

The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

 

For further information contact:

Eden Research plc

www.edenresearch.com

Sean Smith

Alex Abrey

01285 359 555

 

 

 

Cenkos Securities (Nominated advisor and broker)

 

Giles Balleny / Cameron MacRitchie (corporate finance)
Michael Johnson (sales)

020 7397 8900

 

 

 

Hawthorn Advisors (Financial PR)

 

Lorna Cobbett

Jana Tsiligiannis

[email protected]

 

 

 

Notes:

Eden Research  is an AIM quoted company that develops and supplies breakthrough biopesticide products and natural microencapsulation technologies to the global crop protection, animal health and consumer products industries

Eden's Sustaine encapsulation technology harnesses the biocidal efficacy of naturally occurring chemicals produced by plants (terpenes) and can be used with both natural and synthetic compounds to enhance their performance and ease-of-use.

Sustaine  microcapsules are naturally derived, plastic-free, biodegradable micro-spheres derived from yeast extract. They produce stabilised aqueous suspensions which, are easy to mix and apply, have phased release patterns, are safer for the environment and the crops themselves.

The European Chemicals Agency (ECHA) has proposed an EU-wide restriction on the placing on the market or use of "intentionally-added" microplastic particles. The proposed restriction includes the use of microplastics for agricultural and horticultural purposes, including polymers utilized for controlled-release fertilizers, encapsulated plant protection products (PPPs), seed coatings, and biocides.

By 2025 in the EU, pesticides containing synthetic polymer microplastics are likely to be banned and removed from the market. The only acceptable alternative is the substitution with biodegradable formulations. Reformulated products will need to be evaluated and registered within the five-year transition period.

Sustaine  is one of the only viable, proven and immediately registerable solutions to the microplastics problem in formulations requiring encapsulation.

Historically, terpenes have had limited commercial use in the agrochemical sector due to their volatility, phytotoxicity and poor solubility. Sustaine provides a unique, environmentally friendly solution to these problems and enables terpenes to be used as effective, low-risk agrochemicals.

Eden is developing these technologies through innovative research and a series of commercial production, marketing and distribution partnerships.

The Company has a number of patents and a pipeline of products at differing stages of development targeting specific areas of the global agrochemicals industry. To date, the Company has invested in the region of 14m in developing and protecting its intellectual property and seeking regulatory approval for products that rely upon the Company's technologies. Revenues earned by the Company have been modest whilst the Company has concentrated on securing patent protection for its intellectual property, gaining regulatory approvals, identifying suitable industrial partners, and entering into commercial agreements. 

In May 2013, the three actives that comprise Eden's first commercial product, Mevalone, were approved as new ingredients for use in plant protection products by the European Commission ("EC"). This represented a major milestone in the commercialisation of Eden's technology and is a significant accomplishment for any company.  To illustrate this point, one should note that in 2013, Eden's approvals represented 3 of only 10 new active ingredients approved by the EC.

Mevalone  is a foliar fungicide which has been authorised for sale in Kenya, Malta, Greece, Bulgaria,

Spain, Italy, France, Cyprus, Albania, Portugal and Macedonia.

Cedroz  is a nematicide which has been authorised for sale in Malta, Belgium and Mexico.

Eden was admitted to trading on AIM on 11 May 2012 and trades under the symbol EDEN.

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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