Fusion IP Raise £20m And Partner With Additional Universities
Placing to raise £20 million, new university agreements and Notice of General Meeting
Fusion IP plc (AIM: FIP), the university IP commercialisation company that turns world class research into business, is pleased to announce that it has conditionally raised £20 million through an issue of 36,363,637 ordinary shares of 1p in the Company at a price of 55p per share to existing and new institutional shareholders (“the Placing”). Fusion IP is also pleased to announce that it has signed Memorandum of Understanding (“MOU”) agreements with two additional universities – the University of Nottingham and Swansea University. The Directors believe that by expanding the Company’s business model to new universities it will increase its access to additional world class IP and by raising additional funds it will ensure it has the financial strength to invest further in its key portfolio companies and to establish new companies out of its expanded pipeline.
More specifically the Placing will provide Fusion IP with the funding to:
Continue to invest in existing portfolio companies including Diurnal – the Company expects to allocate £1.7 million to Diurnal as part of a further investment round to fund a Phase 3 trial for Chronocort, if the product is not licensed at the end of Phase 2;
Invest in new start-up companies created under the existing agreements with the Universities;
Invest in new portfolio companies that will be created from the new MOU agreements with its new university partners;
In due course, negotiate and execute MOU agreements with additional universities; and
The Directors also intend to utilise some of the net proceeds for general working capital purposes.
The new MOU agreements complement Fusion IP’s existing equity-based university agreements by providing the Company with access to IP, but without having to make on-going or equity-based payments. The Directors believe this structure provides a flexible partnership for both parties, and enables the university to access Fusion IP’s management and funds, while Fusion IP gains access to such university’s IP without tying up equity or contractual service fees. It also enables Fusion IP to generate more start-up companies per annum and utilise its central overhead more effectively. The new MOU agreements allow for co-investment by IP Group, in line with the existing IP Group co-investment agreement. Both agreements are conditional on the completion of the Placing.
The Company had cash of approximately £4 million at the end of January 2013 and does not expect any material changes to the value of its portfolio in the first six months of the year. Many of the Company’s portfolio companies are now well funded and therefore only limited uplifts are expected in the second half of the year as NAV is based primarily on the last funding round. The Directors believe that a number of companies are increasing in value, which will be reflected in results in the longer term. The Directors are looking forward to continuing to develop the Group’s existing portfolio and identifying new opportunities and will be well placed to do so following this Placing.
The Placing is conditional upon shareholder approval at a General Meeting. A circular, relating to the Placing and convening a General Meeting, which will take place at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 11.00 a.m. on 10 April 2013, will be sent to shareholders today and will be made available on the Company’s website at www.fusionip.co.uk. In addition, a further 135,609 Ordinary Shares will be issued to Sheffield University pursuant to an agreement entered into between, inter alia, the Company and Sheffield University dated 7 July 2008, further details of which were set out in a circular sent by the Company to shareholders at the time. The Resolutions proposed at the above mentioned General Meeting will also provide the Directors with the relevant authorities to allot these ordinary shares to Sheffield University. It is expected that the new ordinary shares will be admitted to trading at 8.00 am on 11 April 2013. Following admission of the new ordinary shares the Company will have 109,437,096 ordinary shares in issue.
IP Group Plc, AXA Framlington and Invesco Asset Management, as holders of more than 10 per cent. of the Existing Ordinary Shares of the Company, are related parties for the purposes of the Placing. The Directors, having consulted with Cenkos, the Company’s Nominated Adviser, consider the terms of the Placing to be fair and reasonable insofar as the Company’s Shareholders are concerned.
Commenting on the Placing, David Baynes, Chief Executive Officer of Fusion IP, said:
“We are very pleased to announce this significant additional investment in the Company, in a funding round which includes all our current institutional shareholders, as well as adding a number of new institutions. Combined with our new university agreements, this is clearly a significant advance for Fusion IP.Nottingham is one of the UK’s top 10 research-intensive universities, with centres of excellence in aerospace, advanced manufacturing, energy and biomedical imaging. We are also delighted to be expanding our operation in Wales, with the addition of Swansea University into the portfolio. We remain fully committed to the commercialisation of IP that is generated out of the UK’s leading universities and believe we are now well placed to further increase our pipeline of companies and to maximize the potential returns from our increasingly mature portfolio.”
Commenting on the Placing, Doug Liversidge, Chairman of Fusion IP said:
“This is great news for the Company. The management team has done an excellent job in growing Fusion into one of the leading IP commercialisation companies in the UK and the proposed placing and MOU agreements cement this position. We look forward to continuing this growth over the coming years.”