Sinclair announces $5m investment by EW Healthcare

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Sinclair announces $5 million investment by EW Healthcare Partners via convertible loan

London, 22 February 2018 Sinclair Pharma plc (AIM:SPH.L) ("Sinclair" or the "Group"), the international aesthetics company, is pleased to announce a $5 million investment in the Group via the issue of a $5.0 million convertible loan to EW Healthcare Partners ("EW"). The proceeds of the investment will be used to finance the one-off payment and acquisition of inventory arising from termination of the distribution agreement between Sinclair and ThermiGen LLC as set out in the announcement issued earlier today. EW is a specialist investor focussed on raqpidly growing healthcare companies and holds several investments in medical aesthetics.

The total value of the convertible will be $5.0 million and interest will accrue at 8%, compounded annually, and if not converted into ordinary shares, will mature no earlier than 1 September 2020. The convertible loan will be secured by way of a second ranking charge over Sinclair's assets.

Conversion into ordinary shares in Sinclair can occur at any time from three months after the date of issue and in the event that the loan is converted into ordinary shares EW have agreed to a lock-up of six months subject to certain exemptions. The conversion price is 28.0p, representing a 27% premium to Sinclair's closing middle market price on 21 February 2018. Assuming the entire $5 million loan is converted into new ordinary shares in Sinclair EW would be issued a total of 12,800,000 ordinary shares being 2.5% of the Company's current issued ordinary share capital of 503,768,952 ordinary shares. There is an adjustment mechanism within the loan agreement such that in the event that Sinclair issues additional ordinary shares prior to conversion of the loan, EW will still receive a fixed 2.5% of the Company's then issued share capital at the time of conversion.

Chris Spooner, CEO of Sinclair, commented: "I am delighted that we have attracted investment from EW Healthcare Partners, a well respected investment firm with many years of experience and success investing in the healthcare industry. We look forward to working closely with the EW team and leveraging their experience and relationships within the US aesthetics industry and more widely."

Ron Eastman, managing director of EW, commented: "We have been impressed with the significant growth that Sinclair is experiencing and we look forward to leveraging our experience of successfully investing in the aesthetics market to help Sinclair enhance its global potential."

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About Sinclair Pharma plc - www.sinclairpharma.com 

Sinclair Pharma plc is an international company operating in the fast growth, high gross margin, global aesthetics market. Sinclair has built a strong portfolio of differentiated, complementary aesthetics technologies, which are experiencing significant growth, targeting unmet clinical needs for effective, high quality, longer duration, natural looking and minimally-invasive treatments. Sinclair is planning entry to multiple new geographic markets and line extension launches over the next few years. The Group has an established sales and marketing presence in the leading EU markets and Brazil, and a network of international distributors.

About EW Healthcare Partners - www.ewhealthcare.com

EW Healthcare Partners was founded as a focussed healthcare investor in 1985. The firm has raised $3 billion to date and backed companies with a combined market capitalisation of over $50 billion, investing in over 150 companies since inception. The EW Healthcare team of 20 investment professionals has over 500 years of combined investment experience and this encompasses operational, strategic, regulatory, financing, R&D and HR matters. EW Healthcare Partners focus is on revenue-generating companies with significant growth potential with a policy of actively partnering portfolio company management teams and leveraging an extensive network of strong relationships across the healthcare sector globally.

"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.