SYS-CON MEDIA Authors: Yeshim Deniz, Elizabeth White, Sean Houghton, Glenn Rossman, Ignacio M. Llorente

News Feed Item

Epistem Plc: Announcement of Collaborative Funding Agreement With Global Health Investment Fund I, LLC

MANCHESTER, UNITED KINGDOM -- (Marketwired) -- 07/22/14 -- Epistem Holdings Plc (LSE:EHP) (Epistem), the personalised medicine and biotechnology company, is pleased to announce today that it has entered into a collaborative funding agreement with the Global Health Investment Fund I, LLC (GHIF) to support the roll-out of its Genedrive® molecular diagnostic platform as the company's tuberculosis assay enters pivotal field trials in key developing world locations. Under the terms of the agreement, Epistem has issued to the GHIF a five-year convertible bond totaling $8.0 million (GBP4.7 million) (the Bond). As part of the collaborative funding agreement, the GHIF and Epistem have made global access commitments to mutually support and facilitate the introduction, distribution and sale of the Genedrive® platform and the expanding menu of infectious disease assays under development for low-and middle-income countries.

The GHIF is an investment fund designed to provide financing to commercialise new and improved tools to fight challenges such as tuberculosis, malaria, HIV/Aids and maternal and infant mortality in the world's poorest countries. The GHIF was capitalized by individual investors, private foundations, institutional investors, three leading pharmaceutical companies, a multilateral development bank and the Governments of Canada and Germany, with the benefit of a partial guarantee from the Bill & Melinda Gates Foundation and the Swedish International Development Cooperation Agency. LHGP Asset Management, the London-based asset management arm of Lion's Head Global Partners, authorised by the FCA, serves as the Investment Manager for the GHIF. The Bond represents the GHIF's inaugural investment.

The proceeds of the Bond will be applied to the further development, production and commercialization of Genedrive® devices and an expanded menu of tests for the diagnosis of infectious diseases which cause significant morbidity and mortality in the developing world.

Under the collaborative funding agreement, Epistem has agreed to make its Genedrive® platform available for sale in developing countries under a pricing framework that reflects the needs of poor patients in low- and middle-income countries. The GHIF will seek to leverage its network to support Epistem in the final stages of clinical testing and regulatory approval, and the subsequent roll-out of Genedrive® and its infectious disease assays globally. The Genedrive® platform has the potential to dramatically improve the lives of those most at risk of diseases such as tuberculosis, which require sophisticated diagnostic techniques to identify the presence of the disease and prescribe the proper course of treatment. Current "gold standard" techniques are labour-intensive, time-consuming and require the shipping of biological samples to central laboratories for testing. The potential for Genedrive® to offer affordable, specific and rapid diagnosis of diseases like tuberculosis at or near the point-of-care would introduce significant public health benefits globally, which drove the GHIF's interest in collaborating with Epistem on this product.

Genedrive® provides a major advance in next-generation molecular diagnostic testing by providing a rapid, low-cost, simple-to-use 'point of care' device with high sensitivity and specificity for diagnosis of infectious diseases. Genedrive® aims to provide a 'gold standard' identification of tuberculosis and antibiotic resistance. The World Health Organisation (WHO) has publicly recommended that nations incorporate new rapid molecular tests for tuberculosis into their disease testing programs. The Genedrive® platform and tuberculosis test are preparing for launch later this year. The Genedrive® device is currently undergoing clinical studies in five countries, after which regulatory submissions will be filed to enable a global access and roll-out of the tuberculosis test.

Epistem's Genedrive® platform has applications across a wide range of bacterial, viral and fungal and somatic mutation diseases for which Epistem is developing a menu of diagnostic tests.

Bond Interest Coupon & Maturity Date

The $8 million (GBP4.7 million) Bond was issued at par and has an annual coupon of 5% commencing from 21 January 2015. Interest is payable semi-annually in arrears and the Bond matures on 21 July 2019, unless previously converted into fully-paid ordinary shares of Epistem ("Ordinary Shares").

Conversion Terms

(i) GHIF has the option to convert the Bond into 967,298 Ordinary Shares at a conversion price of GBP 4.89 at any time during the period 15 January 2015 to 15 May 2019. This issue of 967,298 ordinary shares is equivalent to 9.67% of the current issued share capital of Epistem.

(ii) Epistem shall have the option to convert the Bond into Ordinary Shares at a conversion price of GBP 4.89 during the period 21 January 2015 to 7 July 2019 if the Epistem share price shall exceed GBP 5.87.

Further details of the conversion, early redemption and cancellation provisions of the Bond are included in the appendix to this statement.

Commenting on the agreement, Matthew Walls, CEO of Epistem said: "The support of the GHIF represents a very powerful endorsement of our strategy of developing Genedrive® for infectious disease applications and our decision to target the tuberculosis market with our first assay. We are very excited about the potential of the GHIF's global network to financially support and commercially advance the roll-out of the Genedrive® unit and our menu of new molecular diagnostic tests for 'Point of Care' application in low resource settings."

Christopher Egerton-Warburton of the GHIF said: "There is a critical need for improved diagnostic devices that are designed for resource-limited settings. Epistem's Genedrive® platform offers the opportunity to diagnose a broad range of infectious diseases, with its first test in tuberculosis seeking to identify the presence of the disease and detecting drug resistance accurately, quickly and at an affordable cost. Globally, nearly 10 million cases of tuberculosis are reported annually resulting in approximately 1 million premature deaths each year. However, it is estimated that of the 10 million cases, up to one-third are either not diagnosed, or if diagnosed, not screened for drug resistance. Epistem has sought to improve this situation with its Genedrive® platform and as a result the GHIF is delighted to make this our first investment. We look forward to supporting Epistem to achieve the potential large-scale impact that Genedrive® offers."

Please see http://www.epistem.co.uk for additional information.

Notes to editors:

Epistem is a personalised medicine and biotechnology company commercialising its expertise in adult stem cells in the areas of infectious and epithelial disease (oncology, gastrointestinal and dermatological). Epistem develops innovative diagnostics and biomarkers (Genedrive®), target discovery therapeutics and contract research services for drug development companies. Epistem operates three divisions, Personalised Medicine (Diagnostics and Biomarkers), Contract Research Services and Novel Therapies.

Personalised Medicine (Diagnostics and Biomarkers)

For DNA genotype analysis, Epistem utilizes its proprietary Point of Care platform, Genedrive®. Genedrive® provides a major advance in next generation molecular diagnostic testing by providing a rapid, low cost, simple to use 'Point of Care' device with high sensitivity. Genedrive® has applications across a wide range of areas including bacterial, viral and fungal identification as well as germline and somatic genotype analysis.

Epistem's Personalised Medicine Division also provides services to drug development companies in DNA genotype analysis and gene expression (mRNA/miRNA). For RNA analysis, Epistem utilises its proprietary RNA-Amp(TM) biomarker platform. RNA-Amp(TM) is a highly sensitive cDNA amplification technique for gene expression analysis of tissue biopsies, blood, plucked scalp hair, skin and laser captured microdissected (LCM) samples to measure drug-induced gene expression changes. Epistem's knowledge of adult epithelial cells and the ability to obtain gene expression information from small starting materials enables the group to be a preferred partner of choice for Pharmaceutical and Biotechnology companies in providing biomarker information to support drug development programmes.

The Global Health Investment Fund I, LLC is a $108 million social impact investment fund designed to provide financing to advance the development of drugs, vaccines, diagnostics and other interventions against diseases that disproportionately burden low-income countries. The GHIF provides a novel opportunity to help bring about significant improvements in the treatment and prevention of disease and the reduction of maternal and child mortality, along with the prospect of a net financial return for investors. Please see http://www.ghif.com for additional information.

Appendix:

Further details of the Conversion, Early Redemption and Cancellation of the Bond are listed below:


I.  Epistem may redeem the whole of the Bond on any interest payment date
    from 21 July 2016. In this event, the GHIF may elect to receive payment
    in cash or Ordinary Shares. If the GHIF does elect to receive payment in
    Ordinary Shares, and on redemption, the current market price is at or
    above GBP4.89, the conversion price will be GBP4.89. In the event that,
    on redemption, the current market price is below GBP4.89 the conversion
    price will be the current market price with ordinary share to be issued
    up to a maximum of 967,298 shares with the balance of the principal of
    the Bond paid in cash. 

II. In the event of a change of control (takeover) of Epistem where the
    offer price is equal to or above GBP4.89, the Bond will automatically be
    converted into 967,298 Ordinary Shares at a conversion price of GBP4.89.
    In the event of a change of control where the offer price is below
    GBP4.89, GHIF may elect to request redemption of the Bond and request
    that payment be received either in cash or in shares and, if in shares,
    the conversion price will be set at the offer price up to a maximum of
    967,298 shares with the balance of the principal of the Bond paid in
    cash. 

III.In circumstances where there is a change of control, the Bond may be
    converted into Ordinary Shares or redeemed by the issue of Ordinary
    Shares and where the share price is below the conversion price, the
    maximum number of Ordinary Shares which may be issued will be 968,080
    with the balance of the principal of the Bond being repaid in cash, so
    that the combined cash payment plus the Ordinary Shares valued at their
    conversion price will equal $8 million. 

IV. Under the terms of the collaboration and funding agreement Epistem will
    be restricted to carrying maximum debt of GBP10 million without further
    recourse to GHIF. 

Contacts:
Epistem Holdings Plc
Matthew Walls: Chief Executive Officer
+44 (0)161 606 7258

Epistem Holdings Plc
John Rylands: Finance Director
+44 (0)161 606 7258

Global Health Investment Fund I, LLC
Christopher Egerton-Warburton, Fund Manager
+44 (0) 207 340 0404

Peel Hunt LLP
James Steel
+44 (0)207 418 8900

Peel Hunt LLP
Clare Terlouw
+44 (0)207 418 8900

Walbrook PR
Mike Wort
+44 (0)207 933 8780

Walbrook PR
Anna Dunphy
+44 (0)207 933 8780

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
There's Big Data, then there's really Big Data from the Internet of Things. IoT is evolving to include many data possibilities like new types of event, log and network data. The volumes are enormous, generating tens of billions of logs per day, which raise data challenges. Early IoT deployments are relying heavily on both the cloud and managed service providers to navigate these challenges. In her session at Big Data Expo®, Hannah Smalltree, Director at Treasure Data, discussed how IoT, Big D...
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, examined three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective ...
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using ...
"SAP had made a big transition into the cloud as we believe it has significant value for our customers, drives innovation and is easy to consume. When you look at the SAP portfolio, SAP HANA is the underlying platform and it powers all of our platforms and all of our analytics," explained Thorsten Leiduck, VP ISVs & Digital Commerce at SAP, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, discussed how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP HANA...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Ar...
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
SYS-CON Media announced today that Skytap blog on "DevOps Journal" exceeded 84,000 story reads. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Noel Wurst is the managing content editor at Skytap. Skytap provides SaaS-based dev/test environments to the enterprise. Skytap solution removes the inefficiencies and constraints that comp...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
The 4th International DevOps Summit, co-located with16th International Cloud Expo – being held June 9-11, 2015, at the Javits Center in New York City, NY – announces that its Call for Papers is now open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's large...
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...
Fundamentally, SDN is still mostly about network plumbing. While plumbing may be useful to tinker with, what you can do with your plumbing is far more intriguing. A rigid interpretation of SDN confines it to Layers 2 and 3, and that's reasonable. But SDN opens opportunities for novel constructions in Layers 4 to 7 that solve real operational problems in data centers. "Data center," in fact, might become anachronistic - data is everywhere, constantly on the move, seemingly always overflowing. Net...
SYS-CON Events announced today that Gridstore™, the leader in hyper-converged infrastructure purpose-built to optimize Microsoft workloads, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Gridstore™ is the leader in hyper-converged infrastructure purpose-built for Microsoft workloads and designed to accelerate applications in virtualized environments. Gridstore’s hyper-converged infrastructure is the ...
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, a...