Amphion Innovations plc

Amended Terms on Loan Facility

London and New York, 11 March 2019 - Amphion Innovations plc (AIM: AMP), the developer of medical, life science, and technology businesses, announces that the Company has agreed to amend the terms under the loan facility (the “Facility”) with the Company’s debt provider (“the Lender”) as originally announced on 5 June 2014 (the "Facility") and following the most recent amendment announced on 16 October 2018.

Based on the terms of the amended agreement, the Company and the Lender intend to sell US $750,000 of Motif Bio plc (“Motif”) shares, with the date of such sale to be determined by the Lender. Upon sale, two-thirds of the proceeds will be used to reduce the loan balance under the Facility which presently equals approximately US $4.1 million (including fees and accrued interest) and one-third of the proceeds will be returned to the Company.  The US $4.1 million loan balance includes an increase of approximately US $67,500 as a consequence of the share price appreciation of Motif between November 2018 and 31 January 2019.  The loan balance plus accrued interest will become due for repayment on 30 September 2019.

Under the amended terms of the Facility, the interest rate will remain at 10% per annum. The Lender will also receive 15% of the future appreciation on Amphion’s holding of 10,000,000 ordinary shares in Motif, above 10 pence as well as participate in 15% of the appreciation in 10,000,000 ordinary shares of Polarean Imaging plc (“Polarean”) held by the Company, above 18 pence.  

The Lender’s participation in the appreciation of the Motif and Polarean shares will expire on the earlier of 30 September 2021 or when the Company has sold all of its ordinary shares in Motif and Polarean.

The loan amount under the Facility will continue to be secured by the Company’s pledge of 24,475,591 ordinary shares of Motif.  Amphion has transferred the legal title to, but retains the beneficial interest in, the total pledged shares in Motif.  Amphion has also agreed not to sell the shares it currently owns in Polarean (being 18,372,523 ordinary shares in total, representing 18.2% of the issued share capital of Polarean) and pursuant to the lock-in agreement entered into on 23 March 2018, Amphion is subject to a lock-in over those shares for one year from 29 March 2018 and for a further year, only to dispose of an interest in ordinary shares pursuant to an orderly market agreement.  The Facility also includes certain terms based on the value of the pledged shares in Motif and the shares the Company holds in Polarean compared to the outstanding balance of the Facility.  In the future, should the value of the pledged shares in Motif and the shares in Polarean not meet the terms, the Board may be required to partially repay or renegotiate the Facility in the short term. 

The Company remains highly cash constrained and continues to consider both its short term and medium term funding options and work with the Company’s debt providers.

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 / Emma Earl (Corporate Finance)
Charles Leigh-Pemberton (Corporate Broking)
+44 (0)20 7886 2500

SP Angel Corporate Finance LLP (Joint Corporate Broker)
David Hignell (Corporate Finance)
Rob Rees (Corporate Broking)
+44 (0)20 3470 0470

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.