Incanthera PLC - Commercial Update and Subscription

                                                                                03 June 2024     

Incanthera plc

("Incanthera" the "Company")

Skin + CELL First Production Order Doubled Again

Institutional Investor-led Subscription and Sale Shares Totalling £4.1 million

Posting of Circular of General Meeting

Incanthera plc (AQSE:INC), the company focused on innovative technologies in dermatology and oncology provides a further update on the launch of Skin + CELL with Marionnaud Switzerland and Austria ("Marionnaud"), managed by the world's largest health, beauty and lifestyle retailer, A.S. Watson Group ("AS Watson") and to announce an Institutional Investor-led subscription and sale of shares.

On 18 December 2023, Incanthera announced a commercial skincare deal with Marionnaud for the launch and distribution of Skin + CELL, Incanthera's luxury skincare brand range, utilising our ground-breaking formulation and delivery expertise, to bring scientifically proven formulations to cosmetics.

On 25 March 2024, Incanthera advised that, following ongoing discussions with Marionnaud, the Company's first production order of 25,000 units would double to 50,000 units to satisfy Marionnaud's anticipated launch demand for Switzerland and Austria expected in Q2 2024, generating revenue for the Company of approximately £2 million. Furthermore, it was indicated that the second order would be significantly larger, at an estimated 250,000 units, to fulfil the European launch demand and the start of the planned Asian roll out in Q1 2025. The second order would include an extension of the product range from four to five products and would generate projected revenues for the Company in the region of £10 million, leading to full year profitability.

Following recent meetings in Switzerland with Marionnaud and A.S. Watson, Incanthera is pleased to provide the following update:

·    The first production order has been doubled again from 50,000 units to 100,000 units. Subsequent production orders will be larger and continue to increase in line with the European rollout.

·      Revenues from the first production order to increase from c.£2million to c.£4 million.

·      Revenues for the current financial year (ending 31 March 2025) to exceed the previous guidance of £10 million.

·    Discussions underway with A.S. Watson regarding the rollout of Skin + CELL into the A. S. Watson Group ahead of the previous guidance of Q1 2025.

·    Marionnaud's preferred launch date agreed for September 2024, avoiding the August shutdown caused by the European holiday seasons.

·    The additional 50,000 units are being manufactured and on track for delivery to Marionnaud in time for the September launch.

The Company is delighted in the continued confidence expressed by Marionnaud for Skin + CELL's strong science-based skincare and with the anticipated higher demand from Marionnaud's customer base that has led to the first production order doubling again to 100,000 units.  

Incanthera retains the right to enter into commercial deals with other organisations in all other global territories outside those in which Marionnaud and AS Watson will have geographical exclusivity to Skin + CELL.

Subscription, Sale Shares and Admission

Additionally, the Company is pleased to announce, following demand-led discussions with a number of institutional investors, that Stanford Capital Partners, the Company's broker, has placed a total of £4.1 million by way of a conditional subscription for £2.6 million ("Subscription") and a placing of existing shares ("Sale Shares") to new and existing institutional shareholders for £1.5 million.  The Subscription and Sale Shares have been conducted at a price of 15p per share, a discount of 21 per cent. to the mid-price at close of trading on Friday, 31 May 2024 of 19p, with the Subscription comprising the issue of 17,403,681 new ordinary shares ("Subscription Shares") representing 14.9 per cent. of the enlarged issued capital. The Subscription is conditional on shareholders approving the grant of sufficient new share authorities at a general meeting.  Accordingly, the Company has today posted to all shareholders a circular ("Circular"), notice of general meeting ("General Meeting") and form of proxy.  

As a result of the requirement for the General Meeting, the Sale Shares will occur shortly and admission of the Subscription Shares to trading on the AQSE Growth Market ("Admission") will be subject to the passing of the resolutions at the General Meeting. Admission of the Subscription Shares, which will rank pari passu with the existing ordinary shares is anticipated to occur at 8.00 a.m. on or around 21 June 2024.

The Company had previously stated that it was not its intention to raise additional equity finance as the first production order of 50,000 units was fully funded, with future growth to be financed through a mixture of revenues and trade finance facilities.  However, as a result of the Institutional Investor-led demand and, in discussions with Marionnaud, the proceeds of the Subscription will be used to fund the increased production schedule.

Additionally, the Company has granted warrants to advisers to subscribe for 945,189 new ordinary shares at a price of 15 pence per share for a period of 10 years.

General Meeting

The General Meeting has been convened for 20 June 2024 to be held at the offices of Gateley plc, 98 King Street, Manchester M2 4WU at 11:00 a.m.

A copy of the Circular, which has today been posted to all shareholder, will shortly be available on the Company's website at www.incanthera.com.

The Directors consider the Subscription and the conferring of additional shareholder authority to be in the best interests of the Company and the shareholders as a whole and, accordingly, unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 6,995,845 existing ordinary shares, representing approximately 7.1 per cent. of the issued share capital of the Company.

In addition, the Directors have received irrevocable undertakings to vote in favour of the resolutions from certain shareholders in respect of a further 42,752,505 ordinary shares, representing approximately 43.1 per cent. of the issued share capital of the Company.

Commenting on the update and Subscription:

Tim McCarthy, Chairman of Incanthera plc

"We are delighted to be able to update the market today with such a positive step forward, less than three months after the previous commercial update in March.

The confidence shown by both Marionnaud and A.S Watson in our unique Skin + CELL product range is evidenced by a further increase in our first production order for the launch in Europe and the current discussions concerning the launch and a wider cooperation in Asia.

I am also delighted to be able to welcome a number of new institutional investors onto our share register and together with existing institutional shareholders, their direct financial support is facilitating our enhanced growth plans, which in turn is increasing our expected revenues and profitability thereby driving further investment returns for all our shareholders. I thank them for their support.

We look forward to continuing updating the market further as we prepare for the launch of Skin + CELL".

Dr Simon Ward, Chief Executive of Incanthera plc

"The relationship between Incanthera and Marionnaud continues to go from strength to strength, with shared excitement for the European launch.

With our products in manufacture for the first store debuts in Europe, the momentum is gathering and being recognised by the City and investors. This additional funding allows us to invest in our capacity for the roll out of Skin + CELL and to meet the enthusiasm from Marionnaud for product capacity and timescale. This is a strong position to be in, and to be able to deliver to the market."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

For further information please contact:

Notes to Editors

About Incanthera plc

Incanthera is a specialist company focused on innovative technologies in dermatology and oncology. It seeks to identify and develop innovative solutions to current clinical, commercially relevant unmet needs, utilising new technology from leading specialists and academic institutions as well as its in-house development team.

The Company originated from the Institute of Cancer Therapeutics ("ICT") at the University of Bradford.  Incanthera's strategy is to develop each candidate in its portfolio from initial acquisition or discovery to securing its future through commercially valuable partnerships at the earliest opportunity in its development pathway.

For more information on the Company please visit: www.incanthera.com.

@incantheraplc

About Skin + CELL

Skin + CELL is Incanthera's luxury skincare brand utilising our ground-breaking formulation and delivery expertise, to bring scientifically proven formulations to cosmetics. Skin + CELL's unique formulations, enriched with targeted bioactive B3 (an activated form of niacinamide) are delivered directly into the skin's cells to optimise and protect cellular health, energy and protective capabilities.

Incanthera's skincare technology harnesses unique delivery pathways through recently patented formulations designed by our in-house experts who have previously formulated skincare for some of the world's leading skincare and pharmaceutical companies. These formulations fortify otherwise depleted physiological pathways to improve the skin's performance, ability to self-repair and to address previously unmet cosmetic conditions in skin health.

•     Skin + CELL's unique formulations, currently enriched with targeted bioactive B3 (an activated form of niacinamide) but anticipating further bioactive ingredient formulations are delivered directly into the skin's cells to optimise cellular health, energy and protective capabilities.

•     Independent studies have shown Incanthera's technology is uniquely effective in delivering Bioactive B3 into the skin, energising the living cells of the skin to maintain natural health and protection against adverse environmental challenges and maintaining even skin tones.

•     Skin + CELL's complementary range of products are based on advanced, clinically designed, formulation concentrates which combine leading edge pharmaceutical enhancement technology with selected prestige cosmetic ingredients to give an effective product which gives a silky emollience in use and leaves the skin visibly radiant, energised and protected.

Skin + CELL's luxury skincare current range extends across face, body, hand, face serum and eye cream, and will also include SPF concentrations and further bioactive derivatives of vitamins in the future.

About Marionnaud

Marionnaud is the largest luxury perfumery and cosmetics chain in Europe with over 1,220 stores and a 27% market share in France.  Marionnaud is managed by the A.S. Watson Group based in Hong Kong, the world's largest international health and beauty retailer.

https://www.marionnaud.com

About A.S. Watson

The A.S. Watson Group is the world's largest international health and beauty retailer, with 16,100 stores in 28 markets, primarily in Asia and Europe. A member of CK Hutchison Holdings, A.S. Watson operates the world's largest portfolio of retail formats, retail brands and has the largest geographical presence including a significant online retail presence.

http://www.aswatson.com/

https://youtu.be/IZ6TolZi4Go 

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.