Acquisition and Placing to raise ?2 million

RNS Number : 0574G

Syntopix Group plc

06 May 2011

 



Press Release

6 May 2011

Syntopix Group plc

("Syntopix", "the Company" or "the Group")

Acquisition and Placing to raise £2 million

Subdivision of current issued share capital and Notice of General Meeting

Syntopix Group plc (AIM:SYN), the speciality pharmaceutical research and development company focused on topical antimicrobial innovations for products in the medicine and consumer healthcare markets, is pleased to announce the following:

·	The proposed acquisition of the entire issued share capital of Leeds Skin Centre for Applied Research Limited ("Leeds Skin") (the "Acquisition") for a total consideration of £900,000 (£258,750 payable in cash on completion and £641,250 to be satisfied by the issue to the Vendors of 16,031,250 new Ordinary Shares);
·	A placing to raise £2 million, before costs, by means of the issue of 50,000,000 new Ordinary Shares at 4 pence per share (the "Placing") to fund the Acquisition and provide additional working capital; and
·	The proposed subdivision of each Existing Ordinary Share of 10p into 10 new Ordinary Shares of 1p each (the "Subdivision")

Leeds Skin is a private company located in Wetherby, Yorkshire, that runs an independent commercial testing facility specialising in the following:

·	Human Skin Microbiology;
·	Living Skin Equivalent tissue culture systems; and
·	Human Volunteer and Clinical Dermatology Research

Leeds Skin also provides laboratory service facilities for general microbiology applications and high quality contract research services and consultancy to the pharmaceutical, personal products and healthcare industries. Leeds Skin's client base includes Boots, L'Oreal, Stiefel (a GlaxoSmithKline company) and PZ Cussons and it reported unaudited turnover of £514,000 and an operating profit of £149,000 for the 9 months to 31 December 2010. The Acquisition is expected to be earnings enhancing.

Dr Stephen Jones, CEO of Syntopix commented: "The acquisition of Leeds Skin is a pivotal transaction for Syntopix.  The significant cell biology experience of Leeds Skin will complement our own microbiological expertise, aiding development of Syntopix products.  A key attraction was Leeds Skin's world leading LabSkin technology, a unique human equivalent skin which we can use to model various properties associated with human skin (anti-inflammatory, anti-ageing etc.). Together, we will have the capacity to run both clinical and laboratory studies to make rational choices of active compounds and confirm product claims.  I am confident this will put the Company in an extremely strong position to identify and develop products in-house to treat a variety of skin problems.

Leeds Skin is a profitable company with an impressive client base and I am very excited about working with the team in this new phase of Syntopix's evolution."

The Directors consider the Acquisition, Placing and Subdivision to be in the best interests of the Company and its Shareholders as a whole. Since the Acquisition, Placing and Subdivision are conditional on the Company obtaining Shareholders' approval the Directors have therefore convened a General Meeting for 11.00 a.m. on 23 May 2011 in order to allow Shareholders to consider, and, if thought fit, approve the Resolutions.

- Ends -

For further information, please contact:

Syntopix Group plc
Dr Stephen Jones, Chief Executive Officer	Tel: [phone]
Tom Bannatyne, Chairman	www.syntopix.com
Zeus Capital Ltd
Alex Clarkson	Tel: [phone]
Tom Rowley	www.zeuscapital.co.uk
XCAP Securities Plc
Karen Kelly/Jon Belliss/Parimal Kumar	Tel: [phone]
	www.xcapgroup.co.uk

Media enquiries:

Abchurch Communications
Sarah Hollins/Simone Elviss/Adam Michael/Claire Dickinson	Tel: [phone]
[e-mail]	www.abchurch-group.com

Below are extracts from the Circular which will be sent to Shareholders today. The full Circular will be available on the Company's website: www.syntopix.com 

KEY STATISTICS

Existing Share Capital

Total number of Existing Ordinary Shares at the date of this announcement

10,714,844

Subdivision

Number of Ordinary Shares in issue immediately following the Subdivision

107,148,440

Placing

Placing Price	4 pence
Number of Placing Shares to be issued pursuant to the Placing	50,000,000
Placing Shares as a percentage of the Enlarged Share Capital	28.87%
Gross proceeds of the Placing	£2.0 million
Net proceeds of the Placing (after costs and expenses)	£1.82 million

Consideration Shares

Number of Consideration Shares to be issued pursuant to the Acquisition

16,031,250

Upon Admission

Total number of Ordinary Shares in issue immediately following Admission	173,179,690
Market Capitalisation of the Company following Admission at the Placing Price	£6.93 million
ISIN Number following Admission	GB00B4WKYH05
SEDOL following Admission	B4WKYH0

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication date of the Circular	6 May 2011
Latest time and date for receipt of completed Forms of Proxy for the GM	11.00 a.m. on 21 May 2011
General Meeting	11.00 a.m. on 23 May 2011
Record Date and time for implementation of the Subdivision	5.30 p.m. on 23 May 2011
Admission and commencement of dealings in the Placing Shares and the Consideration Shares	8.00 a.m. on 24 May 2011

1.  Introduction

The Board are pleased to announce that the Company has entered into a conditional agreement to acquire the entire issued share capital of Leeds Skin for a total consideration of £900,000 (£258,750 payable in cash on completion and £641,250 to be satisfied by the issue to the Vendors of 16,031,250 new Ordinary Shares at the Placing Price). The Company is also pleased to announce a placing to raise £2.0 million by means of the issue of 50,000,000 new Ordinary Shares at 4 pence per share to fund the Acquisition and provide additional working capital.

The Acquisition and the Placing are conditional upon the Company obtaining approval from its Shareholders to grant the Board authority to subdivide the Existing Ordinary Shares into ordinary shares of 1p each, to allot the Consideration Shares and the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Consideration Shares and the Placing Shares. The Acquisition and Placing are also conditional upon Admission. The Placing has not been underwritten.

As such, the Directors have convened a General Meeting for 11.00 a.m. on 23 May 2011 in order to allow Shareholders to consider, and, if thought fit, approve the Resolutions.

A Circular will be sent to Shareholders later today. The purpose of the Circular is to provide Shareholders with information regarding the Acquisition, Placing and Subdivision, to explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and to seek Shareholders' approval for the Resolutions in order that the Acquisition, Placing and Subdivision can be effected. The Circular also contains the Directors' recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

2.  SYNTOPIX - THE EXISTING GROUP

Since its admission to AIM in March 2006 and the subsequent placings in August 2008 and March 2010, Syntopix has continued to progress its compound development programme in key healthcare conditions (being acne, body odour, gingivitis and dandruff) and to enhance its profile amongst prospective partners.

The Company's focus of expertise is acne and its lead compound is SYN1113.  In a recent clinical study, this compound and its novel vehicle have performed equally well and in some cases better than a global brand.Syntopix has also concluded a consumer feedback trial of SYN1113 against the leading brand. The highlights from this research showed that participants believed the novel formulation for SYN1113 was a good product with a purchase intent equal to the brand leader, and scored slightly higher than the brand leader for the immediate treatment of spots. SYN1113 was also rated positively for helping to clear up spots and reduce spot size quickly and helping to reduce red spots and inflammation. Following the decision from the company that is a world leader in personal care brands and that had rights of exclusivity for SYN1113 not to pursue its option to negotiate the next stage of a development agreement, all rights for this compound have reverted to Syntopix. The Company is now seeking an alternative commercial agreement with a new partner. The Board believes that this decision will not have a material impact on either the Group's cash flows or expected results for the current financial year.

Additionally, in 2010, Syntopix entered into an agreement with Sinclair Pharma and, in 2011, an agreement with Beiersdorf AG, both of which offer potential for revenue in the future. The Board believes that work under these agreements will be finished before summer 2011.

The Company continues to add selectively to its library of development candidates, which now stands in excess of 3,000 compounds. The antimicrobial areas of interest for selected compounds are being widened to eight other micro-organisms, in addition to the key organism involved in acne, Propionibacterium acnes. These additional data, coupled with the physicochemical data for all compounds of interest, are expanding the capability of the database and its ability to search for data that may offer insight to antimicrobial activity. The commercial application of this database is under active consideration and has clear revenue-generating potential.

The Company's patent portfolio continues to be strengthened by careful strategic management. The Company currently has 22 core families of patents/applications. Of these, 13 are granted in the UK and where appropriate applications are also pending in key international territories.

In its interim results announcement on 8 March 2011, the Company reported that the Board was currently assessing a variety of ways to expand the business, develop its offering and increase revenues, thereby increasing shareholder value. The Board believes that the acquisition of Leeds Skin represents a significant step in achieving the objectives of this strategy. Further details of Leeds Skin and the key synergies with the Company are set out in section 3 below.

3.   The Acquisition AND ENLARGED GROUP

Overview of Leeds Skin

Leeds Skin is a private company located in Wetherby, near Leeds, that was created through a spin out from the University of Leeds. It runs an independent commercial testing facility specialising in the following:

·	Human Skin Microbiology;
·	Living Skin Equivalent tissue culture systems; and
·	Human Volunteer and Clinical Dermatology Research.

Leeds Skin also provides laboratory service facilities for general microbiology applications and high quality contract research services and consultancy to the pharmaceutical, personal products and healthcare industries. Through links with the University of Leeds, the Board believes that Leeds Skin is also able to promote collaboration between industry, scientists and clinicians dedicated to skin research.

Leeds Skin's mobile lab facility is available for clinical research support, as well as market and consumer research and marketing support.

Acquisition Highlights

The Enlarged Group, through the acquisition of Leeds Skin, will benefit from the following:

·	Leeds Skin's world leading LabSkin technology, a unique human equivalent skin;
·	Significant technology and skill base to aid development of Syntopix products;
·	Global leader for the discovery of, and laboratory and human-use testing of, topical antimicrobials for use in healthcare; and
·	"Blue chip" customer base including Boots, L'Oreal, Stiefel (a GlaxoSmithKline company) and PZ Cussons.

Financials

Leeds Skin reported unaudited turnover of £302,000 and an operating loss of £164,000 in the year ended 31 March 2010 and had net assets of £85,000 at 31 March 2010. Leeds Skin reported unaudited turnover of £514,000 and an operating profit of £149,000 for the 9 months to 31 December 2010 and had net assets of £236,000 at 31 December 2010. The Acquisition is expected to be earnings enhancing.

The Enlarged Group

Following completion of the Acquisition, Dr Richard Bojar (who was the founder and is a director of Leeds Skin) and Dr Anthony Jeremy will remain with the Enlarged Group. Dr Bojar will join the Board as a director and Chief Scientific Officer.

It is intended that the Enlarged Group will be based at the Leeds Skin facilities in Wetherby, thereby benefitting from a facility with much more space and freedom to expand than the Company currently has at its facilities in Bradford.

The microbiological expertise of Syntopix will be complemented by the cell biology expertise of Leeds Skin, putting the Enlarged Group in the position to offer laboratory and clinical services. These services will include the detection and determination of antimicrobial compounds and product activity in both laboratory models and clinical studies, as well as laboratory systems that model various properties associated with human skin (anti-inflammatory, anti-ageing etc.) to allow rational choices of active compounds, and confirmation of product claims. The Enlarged Group will be able to offer a combination of technical expertise to both raw material suppliers of compounds and product development companies in the consumer healthcare and pharmaceutical arenas.

4.   Principal Terms of the Acquisition

Under the Acquisition Agreement, the Company has, conditional upon, inter alia, Admission, agreed to acquire Leeds Skin for a total consideration of £900,000. The consideration will be satisfied by the payment of £258,750 in cash on Completion with the balance of £641,250 to be satisfied by the issue of 16,031,250 Consideration Shares. Existing loans provided to Leeds Skin by Dr Bojar and interest accrued thereon, totalling £91,765, will also be repaid immediately following Completion. 

The Vendors have each undertaken that, save in limited circumstances, they will not, during a period of twelve months from the date of Admission, dispose of any interest in Consideration Shares held by them.

5.   CURRENT TRADING AND PROSPECTS

The unaudited interim results of the Group for the six months ended 31 January 2011, published on 8 March 2011, reported increased revenue of £161,000 (31 January 2010: £104,000) and a loss for the period of £507,000 (31 January 2010: £453,000).  The increase in the loss was due to further clinical studies being undertaken during the period which led to an increase in research costs. The increase in research costs was partially offset by a reduction in administrative overhead costs.

The loss per share for the period amounted to 4.7p (31 January 2010: 5.9p).  The accounting period to 31 January 2011 ended with the Group having net assets of £1,289,000 (31 January 2010: £387,000).  The Group had no external borrowings and cash reserves at 31 January 2011 of £1,068,000 (31 January 2010: £396,000). 

The Company is proposing to raise £2.0 million, before expenses, through the issue of the Placing Shares and following the Placing and the Acquisition, the Company will have cash resources of approximately £2.49 million.

6.   The Placing

The Company is proposing to raise £2.0 million, before expenses, by way of the conditional placing of the Placing Shares at the Placing Price.

The net proceeds of the Placing will be used, in conjunction with the existing cash resources of the Company, to fund the following:

·	cash consideration payable pursuant to the Acquisition;
·	development capital principally for the relocation of Syntopix to Wetherby and the associated capital modifications to the building for the Enlarged Group;
·	investment in the Leeds Skin technologies to maximise their commercial potential; and
·	working capital principally to enable the business to conduct robust negotiations with potential customers.

The Placing is conditional upon, inter alia, (i) completion of the Acquisition; (ii)  the passing of the Resolutions; and (iii) Admission. The Placing has not been underwritten. The Placing Shares will, when issued, rank pari passuin all respects with the Existing Ordinary Shares following the Subdivision, including the right to receive all dividends and other distributions declared, made or paid after Admission.

Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence on 24 May 2011. It is expected that the Placing Shares will be delivered into CREST on 24 May 2011 or, as applicable, that share certificates for the Placing Shares will be dispatched by no later than 3 June 2011.

In consultation with XCAP, the Board has held meetings with a number of prospective new investors and with certain of the Company's major shareholders (by size), and has concluded that, in light of those discussions, current market conditions and the time constraints which the Company is under, the proposed Placing represents the best financing option currently available to the Company.

The Board decided not to make the Placing open to all the Shareholders on a pre-emptive basis as it felt that to do so would have resulted in both the Company incurring additional expense and the fundraising being delayed.

The Company has received notification from HM Revenue & Customs that the Placing Shares should qualify for EIS and VCT relief. The availability of tax relief will depend, inter alia, upon the investor and the Company continuing to satisfy various qualifying conditions. The Company cannot guarantee to conduct its activities in such a way as to maintain its status as a qualifying EIS or VCT investment but the Directors intend, as far as possible, to do so. Investors considering taking advantage of EIS relief or making a qualifying VCT investment are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any Shareholder who is in any doubt as to his taxation position under the EIS and VCT legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

7.   DETAILS OF THE SUBDIVISION

The Directors propose to subdivide each Existing Ordinary Share of 10p each into 10 Ordinary Shares of 1p each. The Directors believe that the Subdivision will facilitate the enhancement of liquidity in the Ordinary Shares. The Company needs to obtain approval from its Shareholders for the Subdivision. Accordingly, the authority for the Company to undertake the Subdivision is contained in Resolution 1 in the notice of General Meeting, which will be proposed as an ordinary resolution.

A CREST Shareholder will have their CREST account credited with the Ordinary Shares following their admission to AIM, which is expected to be 8.00 a.m. on 24 May 2011. Certificated Shareholders will not be issued with new share certificates and existing certificates will remain valid.

If the Subdivision is approved, the share capital of the Company (prior to the allotment of the Consideration Shares and Placing Shares) will comprise 107,148,440 Ordinary Shares. The Subdivision will not affect the rights attaching to the Existing Ordinary Shares, other than to alter their nominal value and, in particular, will not affect the voting rights of the holders of Existing Ordinary Shares. The Subdivision will be made by reference to holdings of existing ordinary shares on the register as at the close of business on 23 May 2011 ("Record Date").

As all Existing Ordinary Shares are being subdivided, each shareholder's percentage holding in the issued share capital of the Company immediately before and after the implementation of the Subdivision (but prior to the allotment of the Consideration Shares and Placing Shares) will remain unchanged. Shares to be issued under existing options will reflect the Subdivision. The rights attaching to the Ordinary Shares shall be identical to the rights attaching to the Existing Ordinary Shares.

8.   RELATED PARTY TRANSACTIONS    

The Directors are participating in the Placing as follows:

Thomas Bannatyne is subscribing for 7,500,000 Placing Shares at the Placing Price. After Admission, Mr Bannatyne will be interested in 12,564,670 Ordinary Shares, representing approximately 7.26 per cent. of the Enlarged Share Capital.

Stephen Jones is subscribing for 375,000 Placing Shares at the Placing Price. After Admission, Dr Jones will be interested in 608,110 Ordinary Shares, representing approximately 0.35 per cent. of the Enlarged Share Capital.

The participation of these Directors in the Placing constitutes a related party transaction under the AIM Rules.

In addition, IP2IPO Limited (a subsidiary of IP Group plc) will be subscribing for 8,500,000 Placing Shares and IP Venture Fund, a fund managed by Top Technology (a subsidiary of IP Group plc), will be subscribing for 4,000,000 Placing Shares as part of the Placing. IP Group plc, by virtue of its ownership of IP2IPO Limited and Techtran Group Limited, is a substantial shareholder in the Company. Mike Townend is also a director of both the Company and IP Group plc. Under the AIM Rules the participation in the Placing of IP2IPO Limited and IP Venture Fund constitutes a related party transaction.  

Where a company enters into a related party transaction the independent directors of that company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned. Having consulted with Zeus Capital, the Company's nominated adviser, the Independent Directors believe that the participation by Thomas Bannatyne, Stephen Jones, IP2IPO Limited and IP Venture Fund in the Placing is fair and reasonable in so far as Shareholders are concerned.

9.   SHARE ISSUANCE AUTHORITIES

The Directors currently have existing authorities under section 551 and sections 570 and 573 of the 2006 Act which were obtained at the Company's Annual General Meeting held on 20 January 2011. However, these would be insufficient to enable the Company to allot and issue both the Consideration Shares and the Placing Shares. Accordingly, in order for the Company to allot and issue the Consideration Shares and the Placing Shares the Company needs to obtain approval from its Shareholders to grant the Board additional authority to issue Ordinary Shares and to disapply statutory pre-emption rights which would otherwise apply to the issue of the Consideration Shares and the Placing Shares. The Company is therefore seeking Shareholders' consent to increase the Directors' general authority to allot securities and disapply pre-emption rights pursuant to section 551 of the 2006 Act and sections 570 and 573 of the 2006 Act, respectively. A summary of the Resolutions is set out in paragraph 10 below.

10. General Meeting

The General Meeting is to be held at the offices of Walker Morris, Kings Court, 12 King Street, Leeds LS1 2HL at 11.00 a.m. on 23 May 2011 at which the following resolutions will be proposed for the following purposes:

1.	an ordinary resolution to authorise the subdivision of each Existing Ordinary Share, and any to be issued ordinary shares in the Company, into 10 new Ordinary Shares;
2.	an ordinary resolution to authorise the Directors to allot shares in the Company up to an aggregate nominal amount of £660,312.50 pursuant to section 551 of the 2006 Act in connection with the Placing and the Acquisition; and
3.	a special resolution to authorise the Directors pursuant to sections 570 and 573 of the 2006 Act to disapply the statutory pre-emption provisions under section 561(1) of the 2006 Act in relation to the issue of the Consideration Shares and the Placing Shares.

The authorities granted by resolutions 2 and 3 shall be in addition to the authorities taken at the Company's 2011 Annual General Meeting and will expire on the date which is the earlier of the conclusion of the 2012 Annual General Meeting of the Company or the date falling six months after the end of the Company's current financial year unless otherwise revoked.

The attention of Shareholders is also drawn to the voting intentions of the Directors as set out in the paragraph entitled "Recommendation" below.

11. RISK FACTORS

There are a number of potential risks involved in investing in specialist research and development companies such as Syntopix, including, but not limited to, clinical, regulatory, manufacturing, commercial and intellectual property risks. These risks and additional risks and uncertainties not currently known to the Directors, or that the Directors currently deem immaterial, could potentially have an adverse effect on the Group's business, financial condition and results of operations. Investors are advised to consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities before making a decision to invest in the Company.

12. Action to be taken

Enclosed with the Circular will be a form of proxy for use at the General Meeting.  Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible but, in any event, so as to be received by the Company at its registered address, Institute of Pharmaceutical Innovation, Tumbling Hill Street, Bradford, BD7 1DP or by fax on 0845 125 9205, marked "For the attention of Darren Bamforth", not later than 11.00 am on 21 May 2011.  Completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person, should they subsequently wish to do so.

13. Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1, as they intend to do in respect of their own shareholdings, amounting in aggregate to 1,260,866 Existing Ordinary Shares (representing approximately 11.77 per cent. of the Existing Share Capital).

As IP2IPO Limited and IP Venture Fund are participating in the Placing and are related parties (as defined in the AIM Rules), owing to Mike Townend's involvement in IP Group plc as both a director and as a shareholder, he is required to abstain from recommending Resolutions 2 and 3 and is not an independent director for the recommendation made below. As Thomas Bannatyne and Stephen Jones are participating in the Placing and are related parties (as defined in the AIM Rules) they are also required to abstain from recommending Resolutions 2 and 3 and are not independent directors for the recommendation made below.

The Independent Directors recommend that Shareholders vote in favour of Resolutions 2 and 3, as they intend to do in respect of their own shareholdings, amounting in aggregate to 731,088 Existing Ordinary Shares (representing approximately 6.82 per cent. of the Existing Share Capital).

DEFINITIONS

The following definitions shall apply throughout this announcement unless the context otherwise requires:

"2006 Act"	the Companies Act 2006;
"Acquisition"	the proposed acquisition of the entire issued share capital of Leeds Skin, to be effected pursuant to the Acquisition Agreement;
"Acquisition Agreement"	the agreement dated 5 May 2011, between the Vendors and the Company under which the Company has conditionally agreed to acquire Leeds Skin;
"Admission"	the admission of the Placing Shares and the Consideration Shares to trading on AIM;
"AIM"	the AIM market operated by the London Stock Exchange;
"AIM Rules"	means the Rules and Guidance notes for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;
"Business Day"	means any day, other than a Saturday or Sunday or public holiday in England, on which banks are open for normal business in the City of London;
"Company" or "Syntopix"	Syntopix Group plc (registered in England and Wales under number 05656604);
"Circular"	the document dated 6 May 2011, including the notice of GM, addressed to the Shareholders;
"Completion"	completion of the Proposals;
"Consideration Shares"	the 16,031,250 Ordinary Shares to be issued to the Vendors at the Placing Price pursuant to the Acquisition Agreement;
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (the "Regulations")) in respect of which Euroclear is the Operator (as defined in the Regulations) and in accordance with which securities may be held and transferred in uncertificated form;
"Directors" or "Board"	the directors of the Company;
"EIS"	Enterprise Investment Scheme;
"Enlarged Group"	the Company and its subsidiaries following completion of the Acquisition;
"Enlarged Share Capital"	the entire issued share capital of the Company following the implementation of the Subdivision, Admission and completion of the Acquisition and the Placing;                                                            Shares)
"Euroclear"	means Euroclear UK & Ireland Limited;
"Existing Ordinary Shares"	the 10,714,844 ordinary shares of 10p each in issue at the date of this announcement prior to implementation of the Subdivision;
"Existing Share Capital"	the entire issued share capital of the Company as at the date of this announcement prior to implementation of the Subdivision;
"Form of Proxy"	the form of proxy for use by Shareholders enclosed with the Circular, to enable Shareholders to appoint one or more proxies to attend the GM and, on a poll, to vote instead of that Shareholder;          Shareholder
"FSA"	the Financial Services Authority;
"GM" or "General Meeting"	the general meeting of the Company convened for 23 May 2011 at 11.00 a.m., or any adjournment thereof;
"Group"	the Company and its subsidiaries;
"Independent Directors"	the Directors excluding Thomas Bannatyne, Stephen Jones and Mike Townend;
"Leeds Skin"	Leeds Skin Centre for Applied Research Limited (registered in England and Wales under registered number 06455439)
"London Stock Exchange"	London Stock Exchange plc;
"Ordinary Shares"	ordinary shares of 1p each in the capital of the Company following the implementation of the Subdivision;
"Placing"	the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement;
"Placing Agreement" "Placing Price"	the conditional agreement dated 5 May 2011 between (1) Zeus Capital, (2) XCAP Securities plc and (3) the Company relating to the Placing; 4 pence per Placing Share;
"Placing Shares"	50,000,000 Ordinary Shares proposed to be issued pursuant to the Placing;
"Proposals" "Resolutions"	the Subdivision, the Placing, the Acquisition and Admission; the resolutions to be proposed at the General Meeting;
"RIS"	Regulatory Information Service;
"Shareholders"	the persons who are registered as holders of Existing Ordinary Shares as at the date of this announcement;
"Subdivision"	the subdivision of the Company's share capital, being the subdivision of each Existing Ordinary Share into 10 Ordinary Shares;
"Subsidiaries"	has the meaning ascribed thereto by the 2006 Act;
"United Kingdom" or "UK" "VCT"	United Kingdom of Great Britain and Northern Ireland; Venture Capital Trust;
"Vendors"	the shareholders of Leeds Skin, being Dr Richard Bojar, Dr Anthony Jeremy and the University of Leeds;
"XCAP"	XCAP Securities plc (registered in England and Wales under number 06920660);
"Zeus Capital"	Zeus Capital Limited (registered in England and Wales under number 4417845).

 

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