TECC Capital Plc - Proposed Acquisition of EDX , Placing and GM
Announcement provided byEDX Medical Group Plc · EDX
This announcement contains Inside Information as stipulated under the
26 October 2022
TECC Capital Plc
("TECC" or "the Company")
PROPOSED ACQUISITION OF EDX MEDICAL LIMITED
PLACING AND GENERAL MEETING
- Proposed all share acquisition of EDX Medical Limited (“EDX”) for £12m
- Placing to raise £1.2m at
6 penceper 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
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, 3rd Floor, 80 Cheapside,
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
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
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
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
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
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
|Director||Current Directorships/Partnerships||Past Directorships/Partnerships|
||Ellipses Pharma Limited
The Cancer Awareness Trust
Excalibur Medicines Ltd
Fox & Shannon Ltd
Number 11 Bibury Ltd
Excalibur Premises Limited
Glebe Facilities Limited
Glebe Corporate LLP
Glebe Facilities Limited
|Arix Bioscience Plc
Arix Bioscience Holdings Limited
Arix Capital Management Limited
Excalibur Fund Managers Limited
Excalibur Diagnostic Services Ltd
Excalibur Diagnostics Limited
Excalibur Health Ltd
International Medical Supplies Limited
QB Rentals Limited
QB Fitness Limited
Arthurian Life Sciences GP Limited
Arthurian Life Sciences SPV GP Limited
Life Sciences Hub Wales Limited
Sultan Scientific Limited
ReNeuron Group plc
Rutherford Health Plc
|Michael Hudson||Gordian Pharma Limited
Midas Mediscience Limited
Health Ventures Limited
|Sultan Scientific Limited
Cardiff Biologicals Limited
Quotient Sciences (Alnwick) Limited
EV Carshop Ltd
|Jason Holt||Netherby LLP
Highground Projects Limited
|Swissport Pensions (
Swissport Fuelling Ltd
Heathrow Cargo Handling Limited
Swissport GB Limited
Swissport Fuelling Services
Swissport Holdings Limited
Swissport Cargo Services
Swissport Stansted Ltd
Shamrock Logistics Limited
|Trevor Jones||Ascension Healthcare Plc||Respiratory Innovation Wales Limited
Arix Bioscience Plc
Simbec-Orion Group Limited
Arix Capital Management Limited
Professor Sir Christopher Evans was a director of the following companies within 12 months of their being put into creditors voluntary liquidation:
- BTA Works Ltd (company number 09912932); and
UKLimited (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, 3rd Floor, 80 Cheapside,
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/
|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|
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.
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.
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
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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