Proposed Placing and Subscription of £2.518m

Acquisition, Placing & Subscription

Integumen plc, (AIM: SKIN, is pleased to announce that the Company has conditionally agreed to acquire the entire issued share capital of RinoCloud Limited (“RinoCloud”), an integrated scientific data management services company, for £3,000,000, by the issue of 214,285,714 new Ordinary Shares at an issue price of 1.4 pence. Additionally, the Company announces a placing through its broker, Turner Pope Investments and a subscription which will together raise £2.518 million (before expenses) for the Company

Gerard Brandon, Chief Executive Officer, commented:

The proposed placing and acquisition of RinoCloud is transformational for our Labskin AI business and follows a five-month collaboration and three years of external development. The conversion of the business model from a physical laboratory to an automated, real-time, real-world digital data platform means we can quickly scale up to meet the growing demand for our cloud-based services. Our clients benefit from improved delivery of data directly to their scientist user-portal. Here they can monitor and adapt the testing process live from Labskin laboratories equipment or any third-party laboratory equipment, anywhere in the world. With strong growth seen in the first quarter of 2019, Labskin is at the forefront of animal-free testing for the healthcare, pharma and beauty industries. We believe that Integumen is leading a virtual microbiology testing revolution.

Strategic rationale for the RinoCloud acquisition:

  • Provides an end-to-end science-data management service enabling efficient scale up of Labskin AI – from the benchtop, to extracting value from team collaboration and smart analytics, through to delivering it as verified results to support client product development and marketing claims.
  • Transforms and elevates Labskin through an intelligence-led digital platform:
    • Live automated monitoring of Labskin growth using bench top and mobile probes with real time data flowing to analytics;
    • Software as a service (SaaS) provided over a secure private cloud infrastructure;
    • Historical data from Labskin manual tests feeding analytics;
    • Published data feeding into the artificial intelligence (“AI”) model;
    • Data ingestion from specialist equipment to further teach the AI model (to recognise odours generated by skin tests);
    • An integrated front end for client teams to order, monitor and give and get feedback on tests;
    • A work management system to automate the work flows of work relating to tests; and
    • A secure store, share and collaborate platform which curates all data from tests and gives clients verified and verifiable data to support test results.

RinoCloud Limited:

RinoCloud Limited, founded in Cambridge, UK, in 2016, is an integrated intelligent data service company focused on improving management of science data projects and provides technology services to curate data from generation, through to presentation to support papers, patents and prototypes.

The integrated data management service provided by the company evolved to incorporate two main activities:

  • RinoLab: Science specific, hardware sensor monitoring, data ingestion, secure data store sharing and collaboration, and data analytics that support scientific research and development; and
  • RinoDrive: General enterprise data management – involving data storage, sharing, and collaboration for situations where data security is a critical requirement.

Also announced today:

  1. Measures to reduce the indebtedness of the Company by:
    • the conversion of £421,000 of outstanding debt due to Venn into 30,071,428 new Ordinary Shares; and
    • the conversion of the £400,000 principal of the Cellulac Loan Note (at 1.5 pence per Ordinary Share) into 26,666,666 new Ordinary Shares, the proceeds of which were recently used to acquire laboratory equipment in the enlarged Labskin laboratories in York, UK;
  2. The disposal of the Company’s subsidiary, Visible Youth (and its subsidiaries) in line with the Strategic Review announced 29 August 2018, which eliminates circa £245,000 of future liabilities; and,
  3. The settlement of the legal dispute announced on 19 September 2018 with Enhance, Mercuriali, Donald Nicholson, a former Director of the Company and others

Fuller details of all the Proposals are set out in the Shareholder Circular. Download Here

General Meeting:

A notice convening the General Meeting to be held at the offices of Jeffreys Henry LLP at Finsgate, 5-7 Cranwood Street, London EC1V 9EE at 12.00 noon on 30 April 2019 at which various resolutions to effect the above proposals is being sent to shareholders later today.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.