Sinclair Pharma plc
Interim Management Statement,
Appointment of COO and Equity Credit Line
18th May 2009, Godalming, UK: Sinclair Pharma plc ("Sinclair": SPH:L), the
international specialty pharma company, today issues its Interim Management
Statement ("IMS"), announces the appointment of Christophe Foucher as Chief
Operating Officer and the entry into an equity credit line with GEM Global
Yield Fund.
Appointment of Chief Operating Officer
Sinclair announces today the appointment of Christophe Foucher as Chief
Operating Officer for Sinclair. Christophe will be responsible for all
Sinclair's commercial and supply chain activities in the company as well as
contributing to the strategic direction of the business.
Dr Michael Flynn, CEO of Sinclair, said:
"We are delighted to appoint Christophe Foucher as COO of the Sinclair group as
we increase our focus on commercialisation of our products. His enthusiasm,
energy and commercial experience are already impacting the French and Southern
European business and we are confident that the group will benefit from his
leadership skills and experience."
Interim Update
In the period covered by this statement:
* The development of the revised formulation of Decapinol for the US market
remains on track and Orapharma have identified the target launch date which
will be during our next financial year (which commences 1st July , 2009).
Sinclair has also received a payment of $US 235,000 from Orapharma on
achieving manufacturing validation at the new site.
* Sinclair further expanded its presence in the BRIC countries through
agreements with Sunstar Americas for the Aloclair range covering Latin
America and an agreement with Hurray Biotech Co. Ltd covering the Chinese
market. Sinclair also continued to expand its sales network through further
agreements in 27 countries.
* Two products were launched in two markets by Sinclair's own operations -
Sebclair Cream for seborrhoeic dermatitis, in Spain and Jonctum for stretch
marks, in France.
* Seven products were launched in six markets by Sinclair's partners,
including the Aloclair range in Scandanavia, Papulex in Algeria and
Sebclair shampoo in Turkey.
Financial outlook
During the period Sinclair has continued to carefully manage its financial
resources and control costs. The current economic climate has led to some
destocking by wholesalers which has had an impact on product sales. The impact
of this on overall revenues has been reduced by increased licensing revenues
and the stronger euro and therefore profitability for the full year is
anticipated.
Agreement with GEM Global Yield Fund Limited
On 15 May 2009, Sinclair entered into a £10 million equity line of credit with
a three year duration with GEM Global Yield Fund Limited ("GEM "). Sinclair
will control the timing and maximum amount of any draw down under this credit
line and is not obliged to draw on the funds on offer. The key terms of the
agreement are attached.
In addition, pursuant to the agreement with GEM , Sinclair has agreed to issue
warrants to subscribe for up to 2m shares. 900,000 warrants were issued on 15th
May 2009, with an exercise price of 37.19p.
Dr Flynn said:
"Sinclair's revenues this year have been underpinned by licensing and royalty
payments and an increase in new sales and marketing agreements. These
agreements which also cover the Chinese and Latin American markets bring
Sinclair closer to the goal of firmly embedding its footprint in the BRIC
countries and will help drive future revenue growth."
"We are also pleased to have secured the facility with GEM which provides
Sinclair with a further alternative regarding working capital requirements if
needed or to fund continued growth and development of the company."
Dr Flynn further added:
"As we look towards the end of our financial year, we maintain our commitment
to careful cost management. Although the challenges presented by the economic
environment have had some impact on product sales due to de-stocking by
wholesalers, we anticipate achieving profitability for the second successive
year".
-ends-
Key Terms of the Equity Credit Line with GEM
Under the agreement Sinclair has the option to require GEM to subscribe, on
certain terms and conditions, for ordinary shares at an aggregate subscription
price of up to £10 million over a three-year term starting on 15 May 2009.
This is done by way of a draw down notice in which Sinclair requests that GEM
subscribe for a number of ordinary shares specified by Sinclair.
The number of Ordinary Shares that Sinclair can specify, and GEM 's minimum
investment obligation relating to that draw down amount, are governed by
parameters including the average daily trading volume over both Euronext and
the London Stock Exchange during the fifteen trading days immediately preceding
the date of the relevant draw down notice s.
Following this notice there is a pricing period following which GEM will notify
Sinclair of the exact number of ordinary shares for which it is subscribing and
the applicable price for that subscription, which will be 90.5% of the average
of the closing sale prices on the relevant market during the pricing period).
GEM may subscribe for 50% - 200% of the draw down amount, save that in respect
of the first subscription it may subscribe for 50% - 100% of the draw down
amount. Sinclair will then issue the ordinary shares in return for cash.
A shareholder in Sinclair has made his ordinary shares available for loan to
GEM during each pricing period.
The agreement contains representations and warranties from each of GEM Global
and Sinclair which are repeated on each drawdown and may be terminated in the
event of a Material Adverse Change or Jerry Randall, Michael Flynn and the
Sinclair Pharma ESOT ceasing to collectively hold more than 10% of the issued
shares in Sinclair.
Under the agreement, a fee of 1.5% of the commitment is payable. In addition
the Agreement provides for the issue of warrants to GEM Global over ordinary
shares, at 125% of the closing price on the London Stock Exchange of the
Ordinary Shares on the day before issue. The warrants expire 5 years from the
date of issue. Warrants over 900,000 shares at 37.19 pence were issued on
signing of the agreement on 15 May 2009. Warrants over a further 300,000 shares
will be issued on closing of thefirst draw down, a further 400,000 shares will
be issued on closing of the second draw down, and warrants over a further
400,000 shares will be issued on closing of the third draw down. If no draw
downs are made then no warrants will be issued save for the warrants over
900,000 shares issued on signing.
GEM Global is not a U.S. Person and is subscribing for the ordinary shares
pursuant to, and subject to the terms and conditions of, the Agreement in
offshore transactions within the meaning of Regulations under the US Securities
Act.
For further information please contact:
Sinclair Pharma plc Tel: +44 (0) 1483 410 600
Dr Michael Flynn, CEO
Jerry Randall, CFO
Mariyam Rawat, Director of Communications & Investor relations
Email: investorrelations@sinclairpharma.com
Capital MS&L
Mary Clark, Anna Mitchell Tel +44 (0)20 7307 5340
Notes to Editors:
About Sinclair Pharma Plc www.sinclairpharma.com
Sinclair Pharma plc is an international specialty pharmaceutical company. It
has a growing sales and marketing operation that is already present in France,
Italy, UK, Spain and Portugal, and a complementary marketing partner network
that spans more than 80 countries.
Sinclair has proven expertise in acquiring or developing commercially
attractive and undervalued products, registering these products and bringing
them to market within a short timeframe. Sinclair focuses on niche therapeutic
areas and its current portfolio includes products for dermatological conditions
and oral health.
About GEM
Global Emerging Markets Limited ("GEM"), www.gemny.com was founded in 1991. The
firm is a US$2.7 Billion alternative investment group that manages a diverse
set of investments vehicles across the world.
About Sunstar Americas
Sunstar Americas is the Latin Americas subsidiary of Sunstar, a Japanese
company, which is one of the five largest professional oral care companies in
the world. Sunstar Americas brands have leading market share positions in the
dental markets in several Latin Americas territories. The agreement with
Sinclair Pharma will extend the presence of Aloclair across 12 markets
including Colombia, Venezuela, Panama and Chile.
Expansion into China
The agreement pertaining to the Chinese market has been signed with Hurray
Biotech Co. Ltdthrough their collaboration with the CSPC pharmaceutical group.
CSPC is one of the biggest medical groups in China with 53 marketing and sales
offices around mainland China. The agreement will see the launch of Sinclair's
dermatology products, Atopiclair, Sebclair and Xclair, in the Chinese market
for the first time.
Christophe Foucher
Christophe Foucher has 16 years' experience in the pharmaceutical industry at a
senior level in Europe, Africa and Asia. He joined the Sinclair Group in
January 2008 as General Manager for Sinclair Pharma France. Prior to joining
Sinclair, Christophe held several senior management positions at Galderma
Laboratories where he delivered annual double digit sales growth over a four
year period, gaining market leadership positions in the company's major
territories. In July 2008, he was appointed Southern Europe Director in charge
of operations in Italy, Spain and Portugal for Sinclair Pharma. Christophe has
a doctorate degree in Pharmacy, an INSEAD diploma in Finance and an MBA from
IAE of the university of Caen and a master in galenic.
Commercial Structure
The appointment of Christophe Foucher enables Marco Mastrodonato to now focus
his responsibility in the company on new strategic collaborations and new
product development..
"Safe Harbor" Statement under the US Private Securities Litigation Reform Act
of 1995: Some or all of the statements in this document that relate to future
plans, expectations, events, performances and the like are forward-looking
statements, as defined in the US Private Securities Litigation Reform Act of
1995. Actual results of events could differ materially from those described in
the forward-looking statements due to a variety of factors.
