THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Sensyne Health plc

("Sensyne" or the "Company")

Board Change and Updates on Financing and Formal Sale Process

Oxford, U.K. - 8 April 2022: Sensyne Health plc (LSE:SENS) ("Sensyne" or the "Company") today announces a financing update following the Company's receipt of terms from its secured lenders to access additional capital of up to £15 million to strengthen its financial position, an update on its ongoing Formal Sale Process ("FSP") and a change to the Board. The terms of the proposed funding, among other requirements, propose that the Company delists from AIM.

Board Change

The Founder and Chief Executive Officer Lord Drayson has agreed to step down from the Board with immediate effect and the Board has agreed to appoint Mr Alex Snow as Chief Executive Officer. Alex is an experienced entrepreneur with extensive experience and a proven track record in both finance and the commercialisation of world-leading science through public-private partnerships in the U.K. 

The appointment of Alex Snow will take effect upon execution of amendments to the note purchase agreement (details of which were announced on 26 January 2022) which will provide for additional capital to continue to fund the business (see Financial Position Update below). This is expected to occur within the next ten days during which time Dr Richard Pye (Chief Financial Officer) will assume chief executive duties. Over the course of the coming months, the Board, with the support of the Noteholders, expects Alex to effect a restructuring and refocusing of the business on its core real world patient data business unit, and work in partnership with the National Health Service and the Life Sciences community to develop and discover new medicines and improve patient outcomes through the analysis of anonymised real world patient data. Alex and the Noteholders have committed to take the business forward consistent with the mission and values of Sensyne and its leading standards in the ethical application of clinical AI to health data.

About Alex Snow

Alex Snow is an experienced entrepreneur with extensive, executive leadership and a proven track record in AI drug discovery. Alex has a strong background in entrepreneurship and investment in both finance and data driven life science industries. He recently stepped down as Chairman of AI drug discovery company Exscientia prior to its successful $2.6 billion Nasdaq IPO. In 2015 he co-founded Oxford Sciences Innovation Plc (OSI), now called Oxford Science Enterprises, and raised more than £600 million to commercialise world-leading science originating at Oxford University. Prior to OSI, Alex spent 20 years in investment banking and fund management, including as CEO of Lansdowne Partners UK LLP, a long-standing shareholder in Sensyne, and as founder and CEO of Evolution Group, a UK mid-market investment banking and wealth management group sold to Investec Bank.

Financial Position Update

On 26 January 2022, the Company entered into a note purchase agreement ("NPA") and warrant instrument with Gatemore Capital Management LLP, Lansdowne Partners LLP and Sand Grove Capital Management LLP (together the "Noteholders") and Peel Hunt LLP (solely by virtue of Peel Hunt LLP receiving the majority of its fee in loan notes) to secure £6.35 million of loan notes and an additional £5 million of loan notes to be drawn down by mutual consent. The combined £11.35 million proceeds were expected to secure the Company's short term financing requirements and fund the business through the ongoing FSP.

As of 6 April 2022, the Company's unaudited cash position was £1.52 million. 

The Company has entered into a non-binding term sheet with the Noteholders to amend the NPA to provide up to £15 million in additional loan notes. The initial tranche of additional loan notes will be £5 million which will be accompanied by the grant of warrants to subscribe for 8,239,957 ordinary shares at an exercise price of £0.10. Further additional loan note financing will be drawn in tranches up to a maximum aggregate of £15 million (including the initial tranche). The additional loan notes will be convertible into ordinary shares, and the existing loan notes will be amended to provide for equivalent conversion rights. The term sheet provides for certain amendments to the NPA which would require the Company to seek certain shareholder approvals at a general meeting. These approvals are summarised below:

-     to subdivide and re-designate each ordinary share into one ordinary share of £0.008 each and one deferred share of £0.092;

-     to grant rights to convert all outstanding and to be issued loan notes into ordinary shares and dis-apply the statutory pre-emption rights in respect of such conversion;

-     to cancel the admission of the ordinary shares to trading on AIM;

-     to amend the articles of association to set out the rights of the deferred shares; and

-     to waive any requirement for the Noteholders to make a mandatory offer for the Company under Rule 9 of the Takeover Code.

Following execution of the amended NPA, the Company expects to publish a circular and hold a general meeting by no later than 20 May. The approvals will allow for the conversion price for the loan notes and the exercise price for the warrants to be set at a new nominal value for the ordinary shares of £0.008 per share. The Circular will contain full details of the matters to be put before shareholders.

Whilst the Board believes the financing will proceed to completion shortly, without it the Company is unlikely to be able to continue to trade beyond this month.

Shareholders' attention is specifically drawn to the proposed term to cancel the Company's shares from trading on AIM and the highly dilutive impact of granting conversion rights to the Noteholders and the proposed change in exercise price of the warrants associated with the loan notes.

In addition, under the terms of the term sheet, the Noteholders have the option to appoint an observer to the Board while the loan notes remain outstanding. The Board has previously granted observer status to a representative of Sand Grove Capital Management LLP and to Oxford University Hospitals NHS Foundation Trust.

Commitments from the Noteholders to the NHS

The Board and the Noteholders recognise the importance of the NHS Trusts relationships in the future of a private, restructured and refocused business and the Noteholders have agreed that they will commit to take reasonable steps to exercise their rights under the amended and restated NPA in a manner that: (i) continues the Company's ethical use of patient data; (ii) is consistent with the Company's goal of enabling the Company to realise its mission to become the leader in the ethical application of clinical AI to health data, to improve patient care and accelerate medical research; and (iii) allows for a sustainable commercial model to be put in place with the NHS Trusts that reflects the value of patient data supplied to the Company by the NHS Trusts.

Formal Sale Process Update

On 2 November 2021, the Company announced the launch of a strategic review and commencement of a Formal Sale Process in which it was also noted that, at that time, neither the Company nor Lord Drayson were in discussions with any potential offeror or in receipt of a possible offer for the Company. Since then, JP Morgan and Peel Hunt (joint financial advisers to the Company) have contacted a broad range of corporates and financial sponsors to solicit interest in an offer for the Company or strategic investment into the Company. On 14 January 2022, the Company announced that a number of parties were having more detailed discussions with the Company under the terms of non-disclosure agreements.  Discussions remain ongoing with a small number of parties who may or may not make an offer for the Company or some other strategic investment in or transaction with the Company.

The Board reserves the right to alter any aspect of the FSP process or to terminate it at any time and will make further announcements as appropriate. There can be no certainty that any offer will be made for the Company, or as to the terms of any such offer.

Prof Sir Bruce Keogh, Chairman of Sensyne Health, commented:

"I am grateful to the Noteholders for their continued support in providing this financing, despite the difficulties the business has faced over the past few months. This financing provides both the certainty of a future for Sensyne as an independent life sciences focused business and the opportunity to conclude the ongoing FSP. We will of necessity need to reduce our cost base and propose changes at a future general meeting that will have a significant impact on our shareholders' interests.

"We are pleased to welcome Alex Snow, whose experience in life sciences AI and capital-raising credentials will be invaluable as he leads Sensyne through the next stage of its development.

"The Board wishes to thank Lord Drayson for his tireless commitment to the Company and its aim to realise the potential of clinical AI to revolutionise healthcare in partnership with the NHS and international health systems.  His vision has set the standard for how healthcare providers like the NHS can benefit from the analysis of health data in a transparent, ethical and fair way." 

Mr Alex Snow, Chief Executive Officer Designate of Sensyne Health, said:

"I have been fascinated by the role of data within the healthcare industry for many years, and increasingly see the importance of real-world patient data in this landscape. Sensyne Health has developed significant relationships with meaningful NHS Trusts and has already started to build a first class common data platform for the analysis of multimodal and longitudinal anonymised patient data records, which in recent months has evolved to industrial scale. It also has a first-class team focused on this platform.

"I am looking forward to working with this team and cementing our relationships with our NHS Trust partners as we build out our platform and accelerate our capability to support the life sciences industry in driving value from this real-world patient data."

Lord (Paul) Drayson PhD, former Chief Executive Officer of Sensyne Health, said:

"It has been a privilege to build Sensyne Health. I am proud of the team of talented and committed people that work at Sensyne and what we have created together. We pioneered a new model for the ethical use of AI and patient data and have proven that it improves outcomes for patients and accelerates medical research.  Under my leadership the Company secured key partnerships with the NHS, US health systems and the life sciences industry, built a database of over 48 million anonymised patient records and won awards for its innovative AI enabled software that has helped care for millions of patients across the UK. I am pleased that the Company has secured the finance to build on this foundation and that the new CEO and Noteholders have committed to maintain the mission and values of the Company that I founded. I wish Sensyne Health and its staff every success in the future." 

Regulatory Disclosures

The following information is disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies:

Alexander Charles Wallace Snow (age 52):

Current Directorships or Partnerships:

·    No.21 LLP

·    Verso Biosense Limited

·    Verso Biosense Group Limited

·    Vivoplex Animal Health Limited

·    Summer Fields School Trust Limited

Directorships or Partnerships held within the past 5 years:

·    Exscientia AI Limited

·    Transcend Packaging Limited

·    Amerisur Resources Limited

·    Turf to Table Ltd

·    W DEB MVL PLC

·    Oxford Science Enterprises PLC

There is no further information required to be disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules in respect of Mr Snow.

-ENDS-

Notes for editors:

About Sensyne Health: https://www.sensynehealth.com/

Sensyne Health plc (LSE: SENS) is a clinical artificial intelligence company operating a unique business model - a for-profit plc making a positive social impact, sharing the financial returns it makes with health systems.  The company applies clinical AI in the healthcare and life science industries. In healthcare, Sensyne delivers remote patient monitoring and real-time decision-making systems for healthcare organisations and their patients. In life sciences, Sensyne analyses large complex anonymised data sets to help life sciences companies accelerate the development of new medicines.

Sensyne is listed on the AIM Market of the London Stock Exchange (SENS.L).

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