Amphion Innovations plc

Convertible Promissory Note
Extended to December 2018

London and New York, 2 March 2018 - Amphion Innovations plc (AIM: AMP), the developer of medical, life science, and technology businesses, announces that on 26 February 2018, the holders of £6,013,855.58 Convertible Promissory Notes previously due on 31 December 2017 (the “Notes” and the “Note Holders”) unanimously agreed to amend the terms of the Notes.

The Notes will now be redeemed on 31 December 2018 (subject to certain early partial redemption options) unless previously converted; will be convertible into fully paid Ordinary Shares of the Company at a conversion price of 5 pence per Ordinary Share (3 pence per Ordinary Share after 31 March 2018). The interest on the Notes is to accrue beginning 1 January 2018 and will be payable quarterly.  The Notes will pay interest of 5% (10% after 31 March 2018) if the Company elects to satisfy such interest in either cash or additional Notes or 7% (12% after 31 March 2018) if the Company elects to satisfy such interest in the fully paid Ordinary Shares (the “Shares”) of the Company at the volume weighted average price of the Shares in the five trading days prior to their issue. 

Richard Morgan and Richard Mansell-Jones are directors of the Company and have an interest in approximately 11.3% and 2.1% of its Existing Ordinary Shares respectively.  By virtue of Mr. Morgan and Mr. Mansell-Jones being directors of the Company in addition to Mr. Morgan’s current interest in the Company, they are considered to be a related party as defined under the AIM Rules. Also Mr. Morgan and Mr. Mansell-Jones are Note Holders, and accordingly the amendment of the terms of the Notes, as described above, is deemed to constitute a related party transaction for the purposes of Rule 13 of the AIM Rules.  As a result, the independent directors of the Company, being Robert Bertoldi and Miroslaw Izienicki, consider, having consulted with the Company’s nominated adviser, Panmure Gordon, that the amendment to the terms of the Notes are fair and reasonable insofar as the Company’s Shareholders are concerned. 

Richard Morgan, Chief Executive Officer of Amphion, said, “We are pleased to be able to report the amendment to the terms of the Notes, which follows the announcement we made on 22 December 2017 concerning the restructuring of the secured Note.  Most of the remaining loans on the balance sheet are due to the Estate of Jim Macaleer, our former Chairman, and the Estate has agreed in principle to extend payment to 31 December 2018.  As a result, all of our major categories of loans have been extended to December 2018.”

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

For further information please contact

Amphion Innovations
Charlie Morgan
+1 212 210 6224

Panmure Gordon Limited (Nominated Adviser and Corporate Broker)
Freddy Crossley / Ryan McCarthy (Corporate Finance)
Charlie Leigh-Pemberton (Corporate Broking)
+44 (0)20 7886 2500

Northland Capital Partners Limited (Joint Corporate Broker)
Patrick Claridge / David Hignell (Corporate Finance)
John Howes (Corporate Broking)
+44 (0)20 3861 6600

Walbrook PR
Anna Dunphy / Paul McManus
+44 (0)20 7933 8780

About Amphion Innovations plc
Amphion Innovations is a developer of medical, life science and technology businesses.

We use our extensive experience in company building to invest and build shareholder value in high growth companies in the US and UK. Amphion has significant shareholding in a small number of Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies.