TECC Capital Plc - Proposed Acquisition of EDX , Placing and GM

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.

26 October 2022

TECC Capital Plc

("TECC" or "the Company")

PROPOSED ACQUISITION OF EDX MEDICAL LIMITED

PLACING AND GENERAL MEETING

Highlights

• Proposed all share acquisition of EDX Medical Limited (“EDX”) for £12m
• Placing to raise £1.2m at 6 pence per share
• Application will be made for Admission of the enlarged ordinary share capital to trading on the Access Segment of the AQSE Growth Market (“AQSE”); trading expected to commence on or around 14 November 2022
• Change of name to EDX Medical Group Plc
• Notice of General Meeting

As announced on 26 July, 1 September and 30 September 2022, TECC subscribed for a total of £600,000 of Convertible Loan Notes issued by EDX Medical Ltd (“EDX”), a digital diagnostics business with an experienced leadership team.  The Company also as announced on 26 July 2022, that Professor Sir Christopher Evans and Dr Michael Hudson, who together hold a controlling interest in EDX, signed irrevocable undertakings to negotiate a Sale and Purchase Agreement ("SPA") subject the completion of satisfactory due diligence and certain terms being agreed.

TECC is pleased to announce that it has conditionally agreed to acquire the issued, and to be issued, share capital of EDX, other than the shares to be issued to the Company pursuant to the exercise of its conversion rights arising under the Convertible Loan Notes, on the terms of an agreed SPA (the “Acquisition”). The aggregate consideration is £12,000,000, to be satis?ed by the issue of 200,000,000 new Ordinary Shares (the “Consideration Shares”) to the shareholders of EDX (the “Vendors”) at 6 pence per share (the “Placing Price”).

At the same time, the Company has conditionally raised approximately £1.2 million by way of the Placing of 20,000,000 new Ordinary Shares (the “Placing Shares”) at the Placing Price in order to provide working capital to ?nance the growth of the Enlarged Group.

It is also proposed that on completion of the SPA and readmission of the enlarged share capital to trading on AQSE the Company will change its name to EDX Medical Group Plc to reflect the business of the Enlarged Group.

TECC has published an admission document (the “Admission Document”) containing further information about the above proposals (the “Proposals”) and notice convening a General Meeting of the Company to be held at the offices of Peterhouse Capital, 3^rd Floor, 80 Cheapside, London, EC2V 6EE on 11 November 2022 at 10.00 a.m. (London Time), inter alia, to approve the Acquisition.

EDX

EDX creates, develops and validates digitally-enabled diagnostic products and services to help predict disease risk, inform clinical decision-making and accelerate the development of new medicines in the areas of cancer, heart disease, neurology and infectious diseases.

By translating clinical insights into pragmatic solutions combining advanced biological and digital technologies, EDX seeks to improve the detection of disease risk and personalise disease management, enabling new clinical standards to be achieved cost-effectively in a timely fashion. The Proposed Directors believe that early disease detection and risk prediction is the most impactful way of reducing deaths and lowering costs of healthcare provision in the future.

EDX’s laboratory and technical team provide diagnostic services including PCR testing and genomic sequencing (UKAS accredited: ISO15189), R&D/ innovation capabilities and quality assurance for a range of laboratory assays and ‘point-of-care’ diagnostic tests for health professional and self-test use.

Sandy Barblett, Chairman of TECC Capital, said:

“I am delighted to announce the proposed acquisition of EDX and an associated Placing. 

“EDX, an ambitious pioneer in digital diagnostics, is a dynamic business, led by a strong management team with a proven track record in growing SME businesses in the biotechnology sector, which the Directors believe is capable of signi?cant growth.

“We believe the Acquisition presents the Company and our Shareholders with an exciting opportunity to invest in a new and disruptive biotechnology business with signi?cant potential.”

On completion of the Acquisition, Jason Holt will be appointed as the new Chairman of the Company, Dr Michael Hudson will become Chief Executive, Professor Sir Christopher Evans will become Chief Scientific Officer and Professor Trevor Jones will join the Board as a Non-executive Director. The current directors, Sandy Barblett, John Taylor and Donald Stewart will step down from the Board on Admission.

Brief biographical details of each Proposed Director is set out below:

Dr Michael John Hudson - Proposed Chief Executive Officer (age: 63)

Mike is an internationally experienced entrepreneur, corporate director and builder of distinctive life science and healthcare businesses. For almost 20 years he ran international businesses in health, nutrition and bio-ingredients  for Unilever, Bristol-Myers Squibb and Royal Numico before  joining the private equity/venture sector in 2000. He has advised on / led over 20 transactions and strategic partnerships with a combined value of over $2 billion including sales, listing, mergers, acquisitions and integrations whilst serving on boards in UK, USA, Sweden, Netherlands and Singapore. Mike has also supported governments in UK, New Zealand and Malta and multiple University/Public Sector Research Institutes in developing life science strategies. Mike obtained a BSc, PhD, DIC and ARCS in Life Sciences from Imperial College, where he was awarded a Scholarship in Life Sciences, an Exhibition in Science and the Governors Graduation Prize. His PhD was sponsored by Tenneco Corporation and he was awarded a Spencer Scholarship to collaborate with Oregon & Washington State Universities. He also completed the Unilever Business Education Programme and the International Leadership Programme at The Graduate School of Business, Indiana University sponsored by Bristol-Myers Squibb.

Professor Sir Christopher Thomas Evans – Proposed Chief Scientific Officer (age: 64)

Professor Sir Christopher Evans is a renowned scientist and highly successful entrepreneur with numerous prestigious awards and medals for his work over the last 30 years during which time he has built more than 50 medical companies from start-up and floated 20 new medical businesses on stock markets in six different countries. He has created 11 successful academic spin-outs and companies worth over $2.4 billion, and has raised $2.6 billion from disposals. He directed the raising of approximately $450 million for Merlin Biosciences Funds and $2.6 billion from disposals including the sale of BioVex Group, Inc. to Amgen Inc. and Piramed Limited to Roche Group. Through Merlin Ventures Limited, he co-founded and advised Biotech Growth Trust plc. Arakis Limited, one of the companies developed by Professor Sir Christopher Evans was sold to Sosei Co. Ltd for $187 million. Chris Evans has founded notable companies such as Chiroscience, Celsis, ReNeuron, Vectura, Biovex and Merlin Biosciences Ltd. Appointed an OBE in 1995 for services to medical bioscience he was knighted in 2001 for services to bioscience and enterprise. Latterly he was founder of Arix Bioscience plc (LSE:ARX), of the oncology specialist Ellipses Pharma Limited and of Excalibur Healthcare Services Ltd.

Jason Christopher Holt – Proposed Non-executive Chairman (age: 59)

Jason Holt is an experienced director and accomplished leader with a business focus on providing clarity and consistently ensuring the governance and delivery of imperatives such as safety, customer satisfaction and cost control in challenging markets. During 2020 and 2021 Jason was the UK’s Chief Executive for coronavirus testing responsible for briefing the Prime Minister, Cabinet of the United Kingdom and the Secretary of State, with an £18bn budget and around 30,000 staff. Jason oversaw the initial launch of nation-wide testing including the establishment of the first ‘Megalab’ including genomics testing for Covid variants and the introduction of testing in 30,000 schools leading to record performance of up to approximately 800,000 tests per day. Between 2017 and 2020 Jason was Senior Vice President Global Transformation of Swissport International and then Chief Executive of Swissport Western Europe, where he also played an instrumental role in establishing the aviation sector’s Covid19 testing at airports. Following an initial career in the RAF, where he became a squadron leader, Jason subsequently held senior business transformation roles with airline companies including Virgin Atlantic, BMED, Arik Air, Easy Jet and Cargolux.  Jason holds an MBA from London Business School, Massachusetts’ Institute of Technology & Harvard Law School, an LLB from University of London and a BSc in Psychology.

Professor Trevor Mervyn Jones CBE – Proposed Non-executive Director (age: 80)

Professor Jones has had a distinguished career in the pharmaceutical sector, biotech industry and academia. Professor Jones was head of development at The Boots Co Ltd prior to joining The Wellcome Foundation where he was a board director for research and development, responsible for the successful development of a number of significant new products, managed over 2,500 staff covering all scientific, technical and medical specialities as well as quality assurance and patents/agreements.  He was also involved in the share offering by The Wellcome Trust, and was responsible for the disposal of Wellcome’s interests in vaccines to Medeva and the subsequent re-integration of ‘biotechnology’ into the mainstream Wellcome/GSK business where he also led in-licensing of new products. For 10 years until August 2004 Professor Jones was Director General of the Association of the British Pharmaceutical Industry where he directed government relations on behalf of the 100 national and international pharmaceutical companies in the UK.

He has served on numerous boards and is currently Chairman of the Oxford based e-Therapeutics plc and a director of Ascension Healthcare plc and California based TechImmune LLC. He is also an advisor to The Academy of Pharmaceutical Sciences (APS), a senator for The European Federation of Pharmaceutical Sciences (EUFEPS), a member of the board of The UK Stem Cell Foundation, a visiting professor at King’s College, London and a member of the vice Chancellor’s Advisory Board of The University of Surrey having held visiting Chairs at Strathclyde University and the University of North Carolina. He holds honorary degrees / Fellowships/ Gold medals from 7 universities, was awarded Honorary Fellowship of the Royal College of Physicians and the British Pharmacological Society, elected to the French Academie Nationale de Pharmacie, elected as a Fellow of The Academy of Medical Sciences and as a Fellow of the Learned Society of Wales. He has published extensively and is on the editorial board of a number of journals.

Proposed Directors’ Disclosures

In addition to directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered outside England and Wales) or have been partners in the following partnerships within the five years prior to the date of this Document:

Professor Sir Christopher Evans was a director of the following companies within 12 months of their being put into creditors voluntary liquidation:

1. BTA Works Ltd (company number 09912932); and
2. Vivomedica UK Limited (company number 05113252).

Professor Sir Christopher Evans resigned as a director of Rutherford Health Plc on 29 November 2021.  Rutherford Health Plc entered into compulsory liquidation on 13 June 2022.  The liquidation process is ongoing.

Save as disclosed above none there is no further information about the Proposed Directors which is required to be disclosed pursuant to Rule 4.9 of the rules of the Access segment of the AQSE Growth Market as revised in December 2021.

A General Meeting of the Company to approve the Acquisition and the other proposals has been convened for 10.00 a.m. (London Time) on 11 November 2022 at the offices of Peterhouse Capital, 3^rd Floor, 80 Cheapside, London, EC2V 6EE.  If the resolutions put to the General Meeting are approved by shareholders, it is expected that the enlarged ordinary share capital will be admitted to AQSE and dealings in the Company’s shares will commence on or around 14 November 2022.

The Company’s shares were suspended from trading on AQSE on 26 July 2022. Following completion of the Acquisition and the Placing, as fully described in the Company’s Admission Document relating to the above proposals, the Directors expect that trading in the Company’s enlarged issued share capital will commence on Monday 14 November 2022.

Further information on the Proposals is set out in the Admission Document which is available on TECC’s website: https://tecccapital.com/documents/

Enquiries:

Important Notices

This announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any ordinary shares in the capital of the Company (“Ordinary Shares”), 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, any contract therefore. In particular, this document does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by Section 102B of FSMA.

Peterhouse Capital Limited is authorised and regulated by the Financial Conduct Authority (the “FCA”) and is a member of the London Stock Exchange and is acting exclusively for the Company and no one else in connection with the Acquisition, Placing and Admission (the “Proposals”) and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Proposals or for any transaction or arrangement referred to in this document or in relation to the contents of this document or any other matter. Peterhouse’s responsibilities as an AQSE Company’s Corporate Adviser are set out in the Corporate Adviser Handbook. Neither Peterhouse nor any of its connected persons or their respective professional advisers has authorised the contents of this document.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Company’s future prospects, developments and business strategies.

Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those variations or comparable expressions, including references to assumptions.

The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Company are specifically described in Part III of the Admission Document headed “Risk Factors”. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

These forward-looking statements are made only as at the date of this announcement. Neither the Existing Directors, Proposed Directors, the Company or any other person or entity involved with this announcement undertakes any obligation to update forward-looking statements or Risk Factors other than as required by law or the AQSE Growth Market Access Rulebook whether as a result of new information, future events or otherwise. However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Overseas Shareholders

This announcement does not constitute an offer to sell, or a solicitation to buy Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this announcement is not, subject to certain exceptions, for distribution in or into the United States, Canada, Australia, the Republic of South Africa or Japan. The Ordinary Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States, Canada, Australia, the Republic of South Africa or Japan or to any national, citizen or resident of the United States, Canada, Australia, the Republic of South Africa or Japan. The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peterhouse that would permit a public offer of Ordinary Shares or possession or distribution of this announcement where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Holding Ordinary Shares may have implications for overseas Shareholders under the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

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