Integumen plc

("Integumen" or the "Company")

Acquisition of Stoer™ Skincare Range

Integumen (AIM : SKIN), the personal health care company developing and commercialising technology and products for the human integumentary system, is pleased to announce it has acquired the Stoer™ premium skincare range for men and its associated intellectual property, stock and e-commerce platform, www.stoerskincare.com ("Stoer"), via the acquisition of a newly-formed entity Stoer Ireland Limited (the "Acquisition"). 

About Stoer

Named after a small village on Scotland's west coast, Stoer is a premium range of men's skincare products created in response to the specific skin characteristics and concerns of men which addresses the effects of different environmental factors such as pollution, adverse weather and environmental aggressors such as sun damage. The brand is based on its signature Clima5 Technology™ - a differentiated blend of five natural skin-saving plant actives from four individually challenging climates around the world which is then encapsulated in cosmetic delivery technology. This cutting-edge technology targets specific cells and delivers the active ingredients where it is most needed. Stoer is currently sold in Harvey Nichols in store (London and Edinburgh) and in Virgin Clubhouse Spas at Heathrow, Gatwick and JFK airport lounges where it is also used for Upper Class, Gold Flying Club and Delta One customers within the airline's spa facilities. It is also sold by The Grooming Clinic, one of Europe's largest independent male online personal grooming stores, and on Stoer's own online website.

Since its launch in early 2017 Stoer has won two awards at the Look Awards, was nominated for three awards at the recent GQ Grooming Awards and has been shortlisted at the industry leading 2017 Pure Beauty Awards in two categories; Best New British Brand and four out of its five products have been considered in the Best New Male & Skin product category. The brand has received wide and positive coverage in the UK press, including in Men's Health and GQ magazines and has received significant interest from bloggers, retailers and overseas markets.

The brand and its Clima5 Technology™ has international appeal and Stoer has 19 registered and pending trademarks across the world. Trademarks have been granted in the UK, Australia and under the Madrid Protocol system for the registration of international trademarks. Trademarks have been accepted and published in the European Union and applications have been made in the US and China.

Benefits of the Acquisition

The Company's strategy is to acquire unique, complementary and undervalued brands at an early stage of commercialisation.  The acquisition of Stoer brings significant strategic benefits to Integumen, namely:

·      It is complementary and non-competitive to the Company's premium cosmeceutical brand Visible Youth™ for women and its patented Hyoglass™ technology which incorporates a co-formulation of medical grade hyaluronic acid, and bioactive glass micro particles due to be launched during 2018.  Visible Youth will be marketed using the same channels as Stoer which should provide multiple marketing and distribution synergies leveraging existing infrastructure;

·      Further new products are currently being developed under the Stoer brand for the male grooming market. Two SPF products have been formulated and are about to commence stability testing and three shave range products are in early stage development which may be commercialised by the brand directly or in collaboration with an already established shave franchise. In addition, the Stoer brand offers the potential for additional products utilising the Company's Hyoglass and Clarogel skin blemish technologies;

·      As with the Visible Youth brand, the Stoer brand is well-suited for bloggers and social media which will be key to driving brand loyalty and revenue;

·      Management believes that additional complementary brands should also provide significant economies of scale as its builds its infrastructure; and

·      Stoer enables the Company to enter the large and growing male grooming market worth     US$47billion in 2016 and which is expected to grow to US$60 billion by 2020*.

*Euromonitor

The Acquisition

The Company is acquiring a newly-formed entity, Stoer Ireland Limited, (the "Acquisition") from Chess Group Investment Company Limited ("Chess") in exchange for the issue of New Ordinary Shares in the Company. The Stoer premium skincare range for men and its associated intellectual property, inventory, assets and e-ecommerce platforms were previously owned by Yolo for Men Limited, in which Chess was a major shareholder.

The Company will issue to Chess 20,818,182 New Ordinary Shares for Stoer Ireland Limited (the "Stoer Consideration Shares") amounting to 12.6% of Integumen's current ordinary issued share capital as consideration for the Acquisition. Based on the closing mid-market price of Ordinary Shares of 2.45p on 15 November 2017 the value of the Stoer Consideration Shares amounts to approximately £510,045. Application will be made for the Stoer Consideration Shares to be admitted to trading on AIM.

The Acquisition is conditional on the admission of the Stoer Consideration Shares to trading on AIM. Application will be made for the Stoer Consideration Shares to be admitted to trading on AIM and Admission is expected on 22 November 2017. The Stoer Consideration Shares will, on Admission, rank pari passu in all respects with the Ordinary Shares.

Subscription

Additionally, the Company will issue 3,673,469 New Ordinary Shares at a price of 2.45p for the total consideration of £90,000 to James Barrack, the Chairman of Chess. The subscription is conditional on admission of the shares to trading on AIM which is expected to take place on 22 November 2017. The shares will, on Admission, rank pari passu in all respects with all other Ordinary Shares.

Declan Service, CEO of Integumen, said:

"Today's announcement supports our objective of broadening our portfolio of products and accelerating revenue generation.  The acquisition of Stoer provides us with a footprint in a US$47 billion market and this science driven brand provides us with significant strategic benefits to our existing portfolio of products and technologies.  The brand has been well-received by the market and is well suited to bloggers and social media and we are currently in discussions to expand its distribution channels both in the UK and overseas.  We are excited about Stoer's potential and the value it can generate for Integumen and welcome Chess as a new investor in Integumen."