TECC Capital Plc - Subscription - further £100,000 CLNs in EDX

This announcement contains Inside Information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement via a regulatory information service, this information is considered to be in the public domain

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 (“1^st CLNs”) in EDX and on 1 September 2022 for a further £200,000 (“2^nd CLNs”). This additional subscription for £100,000 of CLNs (3^rd CLNs”) is made on the same terms and conditions as the 1^st CLNs and the 2^nd 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.

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