This announcement contains Inside Information as stipulated under the
30 September 2022
TECC Capital Plc
(“TECC” or the "Company")
Subscription for a further £100,000 Convertible Loan Notes in EDX Medical Limited
Further to its announcement on 1 September 2022, TECC Capital plc (AQSE: TEC), the special purpose acquisition company established to identify and acquire a business developing and/or supporting the application of technology in an innovative sector, is pleased to announce that it has agreed to subscribe for a further £100,000 of Convertible Loan Notes (“CLNs”) of £1 each in EDX Medical Limited (“EDX”).
As announced on 26 July 2022, TECC agreed to subscribe for £300,000 of CLNs (“1st CLNs”) in EDX and on 1 September 2022 for a further £200,000 (“2nd CLNs”). This additional subscription for £100,000 of CLNs (3rd CLNs”) is made on the same terms and conditions as the 1st CLNs and the 2nd CLNs. A summary of those key terms is set out below:
- Should the CLNs convert, they will do so following the acquisition of the entire issued share capital of EDX by TECC by way of a reverse takeover transaction under the AQSE Access Growth Market Rules (“Reverse Takeover”) at a subscription price expected to be at a discount to the price per EDX ordinary share expected to be paid on completion of a Reverse Takeover.
- The repayment of the CLN’s has been guaranteed by the founder and majority shareholder of EDX Professor Sir Christopher Evans in the event that a Reverse Takeover does not succeed. The CLN’s funding will assist EDX’s digital diagnostics rapid expansion and growth.
- Sir Chris Evans and Dr Mike Hudson, who together have a controlling interest in EDX, have also signed irrevocable undertakings to negotiate a Sale and Purchase Agreement (“SPA”) subject the completion of satisfactory due diligence and certain terms being agreed.
There is no guarantee that the terms of an SPA will be agreed or that a Reverse Takeover transaction will conclude.
Background information on EDX Medical Limited was set out in the Company’s announcement on 26 July 2022.
John Taylor, Executive Director of TECC Capital Plc said:
“The proposed Reverse Takeover transaction is proceeding well. We are pleased to note that on 29 September 2022 the Aquis Stock Exchange published an announcement of a pending application for Admission to the AQSE Growth Market by the Company under the name EDX Medical Group Plc on completion of the Reverse Takeover on or before 31 October 2022.”
The Directors of the Company accept responsibility for the contents of this announcement.
|TECC Capital plc
|+44 (0)20 7469 0930|
|AQSE Growth Market Corporate Advisor
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
|+44 (0)20 3475 1847|
|EDX Medical Limited
Ramsay Smith, Media House International Limited
|+44 (0)207 710 0020|