Admission to trading on AIM & First Day of Dealings
LONDON, UK. AND NEW YORK, U.S. (28 May 2021). Trellus Health plc (AIM: TRLS), which is commercialising a scientifically validated, resilience-based, connected health solution for chronic condition management, announces that admission to trading on AIM (“Admission”) will take place and dealings will commence at 8.00 a.m. today under the ticker TRLS and ISIN GB00BNNFM402.
The Company’s Admission Document is available here: www.trellushealth.com/investors
Summary and Highlights:
- Successful Fundraising for gross proceeds of £28.5 million
- Issue price per Trellus Share of 40 pence
- The Fundraising was significantly oversubscribed across all components, raising the following amounts in gross proceeds:
- the Placing (c. £25.2 million)
- the Subscription (c. £2.4 million)
- the Restricted Offer (c. £0.9 million)
- Market capitalisation of approximately £64.6 million on Admission
- Enlarged Share Capital on Admission of 161,475,000 Ordinary Shares
- The 71,250,000 New Ordinary Shares represent 44.1 per cent. of the Enlarged Share Capital
- N+1 Singer acted as Sole Bookrunner in relation to the Placing and is acting as the Company’s Nominated Adviser and Corporate Broker from Admission
Use of Proceeds
The net proceeds of the Fundraising are intended to be used:
- to pay amounts due under the ISMMS licence agreement;
- to continue the development and enhancement of the TrellusElevateTM platform, including developing the conversational artificial intelligence technology in managing and providing support to patients;
- for commercialisation, marketing and business development;
- for general corporate overheads, including other planned capital expenditure;
- for research and academic collaboration purposes and geographic expansion purposes;
- to pursue scientific development and partnerships; and
- with the balance being made available as contingency and providing additional working capital.
Key Investment Highlights/ Strengths
- Large addressable markets of chronic and mental health conditions and Inflammatory Bowel Disease (IBD), representing respectively over $3 trillion and $30-50 Billion total annual costs in the US.
- Exclusive license with ISMMS, the medical school of the Mount Sinai Health System, to commercialise the patent-pending GRITTTM (Gaining Resilience Through Transitions) methodology for IBD and seven chronic disease categories.
- Compelling health economics and societal benefits: Scientifically validated GRITTTM methodology resulted in patients achieving a 70 per cent. increase in resilience and a corresponding 88-90 per cent. reduction in emergency department visits and hospitalisations, indicating significant potential cost savings for healthcare payers.
- Democratisation of access to expert resilience-driven care: the Company’s connected health solution and GRITTTM resilience methodology will be delivered digitally via the TrellusElevateTM platform and companion mobile app, and through convenient telehealth interactions with a dedicated licensed multidisciplinary care team that monitors and coordinates care in collaboration with patients’ clinical care Providers.
- Rapid expected commercialisation with attractive business model: the Company expects initial revenue in 2021 through demonstration projects with healthcare payers as its connected care management solution and GRITTTM behavioral methodology are not currently subject to FDA regulation. The Company’s digitally-delivered solution and value-based recurring revenue model will present attractive unit economics, high margins, cash generation, and forward visibility as a function of the number of engaged patients in the program.
- Highly experienced leadership team and Scientific Advisory Board: The Company’s Founders and executive team have extensive experience across clinical, commercial, and technological areas, and are supported by the Scientific Advisory Board (SAB) comprising ten pre-eminent experts consisting of IBD clinicians, researchers, nutritionists, and experts on Positive Psychology.
- Data advantage: The Company’s longitudinal database will eventually provide a valuable source of predictive analytics for improving care, measurement and improvement of its own services, and the ability to inform drug discovery, development, and health policy.
- Strong growth potential: The Company expects to capitalise rapidly on its existing qualified pipeline of payer and pharmaceutical industry opportunities. Management believes that relatively modest adaptations of its GRITTTM methodology and technology platform will enable the Company to address other costly and widespread chronic conditions and expand internationally.
Additional information describing the Company’s market opportunity and business model can be found below.
Monique Fayad, CEO of Trellus Health, said: “We are delighted by the strong support shown by institutional and other investors in our AIM IPO and incredibly proud to have reached this important milestone. Our AIM IPO will enable us to scale our business and technology platform, and in turn inspire hope and significantly improve outcomes for people suffering with chronic conditions. Our initial focus is on IBD in the US, but over time we anticipate expanding our reach to target selected additional geographies and to support other chronic conditions.”
“The growing Trellus Health team looks forward to executing its plan to provide valuable solutions to payers, providers, and patients. By using the GRITTTM methodology to underpin our resilience-driven multidisciplinary care model, and leveraging expert whole-person care, data science and technology, we look forward to providing further validation from our demonstration projects. This will support the commercialisation of our solutions, as we strive to enable and deliver personalised and more cost-effective care for all people living with chronic conditions.”
About Trellus Health
Trellus Health is pioneering a new healthcare category called “Resilience-Driven Connected Health”. The Directors believe this approach will transform the management of chronic conditions through the GRITT™ (Gaining Resilience Through Transitions) methodology that was scientifically validated at the Mount Sinai IBD Center, one of the leading IBD treatment centres in the United States and the hospital where Crohn’s disease was first scientifically discovered by Dr. Burrill Crohn in 1932. The Company will utilise the GRITTTM methodology to identify and modify disease interfering behaviours while coordinating and delivering multidisciplinary care via telehealth. In addition, the Company will remotely monitor clinical and behavioural factors for indicators of rising risk that may lead to expensive unplanned healthcare utilisation. The Company will initially focus on Inflammatory Bowel Diseases (“IBD”), including Crohn’s disease and ulcerative colitis, one of the costliest incurable chronic diseases with a high mental health burden.
The Company is commercialising digital chronic condition management solutions for employers and health plans, utilising the scientifically validated GRITT™ resilience-based methodology and a proprietary HIPAA-compliant technology platform called TrellusElevate™. The Company is initially focused on IBD but considers its approach to have potential utility and demand across many chronic conditions. The TrellusElevate™ platform is the Company’s proprietary connected health platform that incorporates the GRITT™ methodology and learnings on resilience from clinical research and practice conducted at the Mount Sinai IBD Center for more than five 5 years. The GRITT™ methodology and resilience-driven multidisciplinary care model have been scientifically validated to demonstrate meaningful improvements in patient outcomes and over 85 per cent. reduction in unplanned healthcare utilisation (emergency department visits and hospitalisations) which the Directors believe indicates the potential for significant cost savings for healthcare payers.
The Company will provide a scientifically validated, resilience-based, connected health solution that:
- delivers coordinated multidisciplinary care from licensed health professionals via telehealth;
- partners with specialist care providers to reinforce clinical plan adherence (rather than disintermediating them);
- modifies behaviours to build patient resilience over time through proven interventions;
- engages and educates patients and specialist care providers;
- continually monitors and analyses clinical and behavioural markers; and
- significantly improves healthcare outcomes and reduces expensive, unplanned care.
In July 2020, the Company secured an exclusive license with the Icahn School of Medicine at Mount Sinai (“ISMMS”), the medical school of the Mount Sinai Health System, for commercialisation of the GRITT™ methodology for IBD and seven broad chronic disease categories. As part of the collaboration, ISMMS became a shareholder in the Company and will make a further equity investment in the Fundraising.
The Company believes that its resilience-driven connected care solution is adaptable to most chronic conditions, providing personalised interdisciplinary care to improve the quality of care and significantly reduce unnecessary and unplanned care events and their associated costs.
The World Health Organization forecasts that mental health issues will be the leading cause of mortality and morbidity globally by 2030. In addition, in 2014, approximately 190 million US residents had a chronic condition and over 40 per cent. had two or more chronic conditions. The current US healthcare system is not designed to care continually for people with chronic conditions, nor does it effectively address the influence of mental and behavioural health upon outcomes. People are often left to manage their chronic conditions on their own with limited guidance and access to professional behavioural health support. While digital health devices assist with tracking and gathering clinical data, it is very difficult for such devices alone to identify and modify disease interfering behaviours that lead to poor health outcomes and higher healthcare costs. As a result of a healthcare system that does not effectively address emotional health and psychosocial factors, many people are unhappy and isolated, and are not getting healthier, which results in higher economic and other costs for employers, people with chronic conditions, and the people who pay for their care.
Chronic and mental health conditions cost the US economy $3.4 trillion in direct health care costs, accounting for 90 per cent. of all health care expenditures annually. IBD is one of the costliest incurable chronic diseases with a high mental health burden. The estimated total annual financial burden of IBD in the US ranges from $30 to $50 billion, including direct healthcare costs and indirect costs such as workdays lost due to illness. Due to the early age of onset and diagnosis of IBD, the average US lifetime costs for Crohn’s disease and ulcerative colitis far surpass financial costs of other chronic conditions like type 2 diabetes, rheumatoid arthritis, or care after heart failure. With over 3 million adults and 80,000 paediatric patients in the US living with IBD as well as over 70,000 new cases diagnosed annually, the total US IBD population lifetime costs of care are estimated to exceed $875 billion.
The Company’s mission is to elevate the quality and delivery of expert-driven, personalised care for people with chronic conditions by fostering resilience, cultivating learning, and connecting all partners involved in the delivery of care.
Business and revenue model
The Company’s value-based business model is designed to save healthcare payers a significant portion of inappropriate and unplanned healthcare utilisation costs associated with their high-cost high-need chronic condition patients. The Company intends to partner with business customers (health plans and self-insured employers) to save at least 20 per cent. annually on their costly IBD patients.
The Company’s revenue model consists of program costs that are expected to include:
- one-time initial fee for GRITTTM resilience assessment, Quad4XTM risk stratification, and personalised care plan development;
- per engaged member per month care management fee; and
- negotiated shared cost savings above contracted target(s).
For further information please contact:
|Trellus Health plc||www.trellushealth.com|
|Monique Fayad, CEO |
Julian Baines, Chairman
|Via Walbrook PR|
|N+1 Singer (Nominated Adviser & Broker) |
Aubrey Powell / Jen Boorer / Hannah Woodley
|Tel: 020 7496 3000|
|Walbrook PR Limited |
Paul McManus / Sam Allen
|Tel: 020 7933 8780 or firstname.lastname@example.org |
Mob: 07980 541 893 / 077502 558 258
About Trellus Health plc
Trellus Health is commercialising the provision of digital chronic condition management solutions for employers and health plans that utilise the scientifically validated GRITT™ resilience-based methodology and a proprietary HIPAA-compliant technology platform called TrellusElevate™ to coordinate and deliver personalised care remotely via telehealth. The Company is initially focused on Inflammatory Bowel Diseases (“IBD”), which includes the chronic incurable conditions of Crohn’s Disease and ulcerative colitis, but considers its approach to have potential utility and demand across many chronic conditions.
The TrellusElevate™ platform is the Company’s proprietary connected health platform that incorporates the GRITT™ methodology and learnings on resilience from clinical research and practice conducted at the Mount Sinai IBD Center for more than five years. The GRITT™ methodology and resilience-driven multidisciplinary care model have been scientifically validated to demonstrate meaningful improvements in patient outcomes and over 85 per cent. reduction in unplanned healthcare utilisation (emergency department visits and hospitalisations) which the directors of the Company believe indicates the potential for significant cost savings for healthcare payers.
The Company was formed in July 2020 as a UK incorporated company, with the exclusive license for commercialisation of the GRITT™ methodology for IBD and seven broad disease categories granted by the Icahn School of Medicine at Mount Sinai (“ISMMS”). On 20 August 2020, EKF Diagnostics Holdings plc (“EKF”) announced that it had led, in partnership with ISMMS, a $5 million strategic investment into the Company. On 18 December 2020, EKF distributed its investment in the Company to EKF shareholders on its register at that time, by way of a dividend in specie of its entire holding of 27,999,999 non-voting Trellus A Shares. Transfer of these shares took place on 18 December 2020 to Broadway Nominees Limited to be held on trust for the underlying EKF shareholders. On Admission, all A Shares will convert to Ordinary Shares.
This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefore.
Recipients of this announcement who are considering subscribing for or acquiring New Ordinary Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Nplus1 Singer Advisory LLP (“N+1 Singer”) or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement. N+1 Singer does not accept any liability, whatsoever, for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement for which the Company and the directors are solely responsible.
N+1 Singer, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the proposed Placing and Admission and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of N+1 Singer or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. N+1 Singer‘s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. N+1 Singer has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by N+1 Singer or its affiliates as to any of its contents.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of within the meaning of Article 2 E of the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time) (“Qualified Investors”). In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.
Neither this announcement nor any copy of it may be (i) taken or transmitted into, distributed, published, reproduced or otherwise made available, directly or indirectly, in the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”)), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Australia, Canada, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the other laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The New Ordinary Shares have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of securities is being made in the United States. Neither the US Securities and Exchange Commission nor any state securities commission or other regulatory authority in the United States has approved or disapproved of the New Ordinary Shares or passed upon or endorsed the merits of the offering of the New Ordinary Shares or the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the proposed placing of the New Ordinary Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the New Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from any jurisdiction in which the same would be unlawful or offered or sold to a person within such a jurisdiction.
This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Board’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company’s financial performance. Though the Board believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.
Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.
Information to Distributors
Solely for the purposes of the product governance requirements contained within the MiFID II Product Governance Requirements (the “Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (as defined in the Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution to professional clients and eligible counterparties through all distribution channels as are permitted by MiFID II, or the “Target Market Assessment” (as defined in the Requirements). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.