Subscription and Advisory Agreement
14 September 2020
TruSpine Technologies plc, the medical device company focused in the spinal (vertebral) stabilisation market, announces that, further to the announcement made on 20 August 2020 and disclosure made in the Company's admission document in relation to a subscription by Evrensel Capital Partners Limited ("ECP"), it was previously notified ECP had agreed to subscribe on 11 September 2020 ("Subscription Date") for 694,444 new ordinary shares in the Company at a price of 36p per share, raising gross proceeds of £250,000.
The Company has entered into a deed of variation with ECP to extend the Subscription Date to 11 November 2020. All other terms of the original subscription agreement remain unchanged. A further announcement will be made in due course.
TruSpine and ECP have entered into an agreement for ECP to provide the Company corporate finance and advisory services ("Advisory Agreement"). ECP is an Istanbul and Jersey based corporate finance house and fund management company, which also provides extensive advisory and execution assistance. Further details on ECP can be found at https://www.evrenselcapitalpartners.com.
The Advisory Agreement provides for ECP, on a non-exclusive basis, to provide corporate finance and corporate advisory services to TruSpine, offered by ECP, its clients, contacts and/or associates, on the following basis:
- Assisting in securing debt and/or equity funding both public and private, domestic or international.
- Identification and introduction of merger and acquisition opportunities, and secondary market listings.
- Formation of strategic alliances with other scientific, medical or otherwise synergistic companies or organisations, including the option for future manufacturing and distribution.
- In relation to Africa, synergistic opportunities through (1) ECP's West African joint venture company, ECP Investigroup Limited, incorporated in Ghana, and (2) its soon to be launched African Development Funds, ECP Investi Africa Private Fund LP (as a Jersey Private Fund for €100M) and ECP Investigroup African Development Fund LP (as a Jersey Expert Fund for US$500M).
- In relation to Turkey, synergistic opportunities through its Turkish contacts. ECP was originally formed in Turkey, before its transfer to Jersey, and its Chairman, Mr Anthony Moore, is currently based in Istanbul.
- Assistance on any other matters as the Parties in their absolute discretion consider appropriate.
There is a US$25,000 engagement fee, which is payable from fees on the first transaction undertaken. Equity fundraising attracts a 6% fee and debt funding a 2% fee. Fees on strategic and synergistic opportunities in markets and networks in Africa and Turkey are negotiable.
Ian Roberts, CEO, commented: "We look forward to ECP completing its subscription, and are pleased to be deepening our relationship with ECP who have experience in the healthcare sector and access to high growth developing markets outside Europe and the US".
Anthony Moore, Evrensel founder & Chairman, commented: "We are hugely excited to be working with Ian Roberts and the TruSpine team, as they look to disrupt the spinal stabilisation market with their disruptive technologies. We see enormous opportunities in our core markets both in Sub Saharan Africa and Turkey".
Evrensel Capital Partners Limited
ECP is an Istanbul and Jersey based corporate finance house and fund management company, which also provides extensive advisory and execution assistance. Specifically, it provides: mentoring and advice on strategy formulation and implementation; assistance with international business development; creation of joint ventures, mergers and acquisitions, including the taking of minority stakes; personal introductions to highly qualified Executive and Non-Executive Board Directors; provision of debt, including project finance, and equity finance/funding; establishment of regulated funds; and arrangement of bridge finance. Beyond its own resources, it has strategic funding partnerships in Africa, UAE/GCC, Latin America and China, supported by specialist service providers in Europe, for the establishment and listing of funds, and their onward effective digital marketing and communication to the fund management community worldwide. It typically focuses on opportunities from US$10m to US$100m.
ECP Investi Africa Private Fund LP/ ECP Investigroup African Development Fund LP
10-year closed Jersey funds seeking an initial €100m under a private fund and US$500m under a proposed expert fund. The funds will be investing in the private equity and or loans to portfolio companies including renewable energy, healthcare, water and sanitation, infrastructure, transportation, mining and agro processing ventures, utilising Africa's comparative advantage with a primary focus on Sub-Saharan Africa.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). The directors of the Company take responsibility for this announcement.
Truspine Technologies Plc
Tel:+44 (0)20 3638 5025
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Tel: +44 (0)20 7213 0880
WH Ireland (Broker)
Tel: +44 (0)20 7220 1666
Walbrook PR (Financial PR & IR)
Tel: +44 (0) 20 7933 7870 or +44 (0) 7876 741 001 or