EDX Medical Group - Proposed application for admission to AIM

13 April 2026

EDX Medical Group plc · EDX

("EDX Medical" or the "Company")

Proposed application for admission to trading on AIM and proposed withdrawal of Shares from AQSE

Intention to move to AIM

EDX Medical announces the Company's intention to apply for the admission of its issued Ordinary Shares to trading on AIM ("AIM Admission") under AIM's streamlined admission process for companies that have had their securities traded on the Aquis Stock Exchange, known as the 'AIM Designated Market' route, and the Company's related intention to withdraw its Ordinary Shares from listing on the Aquis Stock Exchange ("Withdrawal"), such Withdrawal and AIM Admission to take effect simultaneously. The timetable for AIM Admission and Withdrawal is set out in Appendix 1 below.

The Company was admitted to trading on the Access Segment of the AQSE Growth Market on 3 June 2021 and was renamed EDX Medical Group Plc following the acquisition by the Company of EDX Medical Ltd on 14 November 2022, which constituted a reverse takeover for the purposes of the AQSE Growth Market Access Rulebook (the "RTO"). The Company moved from the Access Segment to the Apex Segment of the AQSE Growth Market on 29 April 2024.

The Company has been able to raise growth capital on Aquis to allow the business to enter into its existing distribution agreements and fund the expansion of the Company's laboratory in Cambridge. The directors of the Company (the "Directors") believe that AIM is now a more appropriate market for EDX Medical as it seeks further sources of growth capital. Further details for the reasons to move to AIM are set out under the heading "Background to and reasons for the Withdrawal and AIM Admission".

As the Ordinary Shares have been listed on the Aquis Stock Exchange Apex Segment for more than 18 months, the Company is not required to publish an admission document in connection with the AIM Admission. However, the Company has today published its Schedule One which comprises information required to be disclosed by companies transferring their securities from the Aquis Stock Exchange to AIM via the AIM Designated Market route.

Background to and Reasons for the Withdrawal and AIM Admission

The Company was admitted to trading on the Aquis exchange in June 2021 and completed the RTO in November 2022 when it was at a very early stage and had limited commercial operations. Since then the Company has successfully raised £15.5m to further develop its business, enter into commercial distribution agreements and expand its laboratory facilities in personnel.

The Directors recognise and believe that the Company will continue to require capital to fulfil its potential and believe that its access to capital from certain funds, its liquidity profile and visibility to investors will be improved by the AIM Admission.

Current Trading

The Company currently expects to record revenue for the year ended 31 March 2026 of approximately £1.2m which represents a significant increase on the prior year and the revenue to 30 September 2025. The revenue increase has been driven by the recent focus on the distribution of prostate cancer tests which has compensated for some delay to the regulatory approvals for some of the EDC tests and slower sales of some of the more complex tests. During the period costs have continued to be controlled and the Company ended the year with cash of approximately £2.9m. The cost base has benefitted from extending the lease on the Cambridge laboratory rather than moving at this stage.

The Company has recently launched the Scottish Prostate Cancer Initiative in conjunction with the Graham Fulford Charitable Trust and continues to develop its own prostate cancer test alongside other tests.

Working Capital

Pursuant to the AIM Admission, the AIM Rules require a statement that the Directors have no reason to believe that the working capital available to the Company will be insufficient for at least twelve months from the date of the AIM Admission. This statement is included in the Company's Schedule One Announcement.

The Directors have carefully reviewed the financial forecasts of the business and applied sensitivity analysis to their expectations of revenue for the 12 months from AIM Admission. The Directors also acknowledge that the Company intends to continue to raise equity financing following AIM Admission. In order to mitigate the downside risk of revenue expectations not being achieved or equity not being available on appropriate terms the Company has entered into a working capital facility from Sir Christopher Evans for an amount up to £3.71m. This is in addition to the existing convertible loan facility of £2.0 million provided by Sir Christopher Evans. Further details of the new facility and the related party opinion required under the Aquis Rules are set out below.

Corporate Governance

AIM-quoted companies are required to state which corporate governance code they will follow from their admission to AIM, how they will comply with such code and to explain reasons for any non-compliance. The Directors acknowledge the importance of high standards of corporate governance and are committed to continuing to update policies and procedures to strive for best practices in governance affairs. The Directors have considered the corporate governance and procedures that would be appropriate for the Company following AIM Admission, taking into account the Company's size and structure and following AIM Admission and intends to continue to comply with the QCA Corporate Governance Code. The Directors have undertaken to Canaccord Genuity Limited to appoint an additional non-executive director with appropriate financial and commercial experience following Admission.

The Company, upon AIM Admission, will have an Audit and Risk Committee and a Remuneration Committee.

Additional Disclosure with Respect to AIM Schedule One

The following additional information is provided pursuant to paragraph k of the Supplement to Schedule One of the AIM Rules: 

1.     Information on the Company

a.     The Company's ISIN is GB00BNDMJS47.

b.     The Company's LEI is 213800BZVJZTMCZ6DJ63.

c.     The Company's legal advisers are Brown Rudnick LLP of 8 Clifford Street,
London, W1S 2LQ.

d.     The Company's reporting accountants are PKF Littlejohn LLP of 15, Westferry Circus, Canary Wharf, London E14 4HD.

2.     Information on the Directors and Senior Management

a.     On AIM Admission, the interests (including related financial products as defined in the AIM Rules) of the Directors (including persons connected with the Directors within the meaning of section 252 of the Companies Act 2006 (the "Act") and any member of the Director's family (as defined in the AIM Rules)) in the issued share capital of the Company are as follows:

b.     The Company and the Directors are not aware of any arrangements or operations which may, at a subsequent date, result in a change in control of the Company, nor are they aware that the Company is owned or controlled directly or indirectly by any entity.

c.     No Director has any conflict of interest between his duties to the Company and his private interests.

d.     There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of the Directors was elected as a member of the board of Directors of the Company (the "Board").

e.     Save as disclosed herein and in the Company's Annual Report & Accounts for the year ended 31 March 2025 (the "2025 Accounts"):

i.  none of the Directors (nor any person connected with any of them within the meaning of section 252 of the Companies Act) has any interest, whether beneficial or non-beneficial, in the share or loan capital in the Company or any of its subsidiaries ("the Group") or in any related financial product (as defined in the AIM Rules) referenced to the Ordinary Shares;

ii. there are no outstanding loans granted or guarantees provided by any member of the Group to or for the benefit of the Directors or provided by any Director to any member of the Group;

iii.               none of the Directors has any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by, or leased to, any member of the Group;

iv.               none of the Directors has any option or warrant to subscribe for any shares in the Company; and

v. none of the Directors has any interest, direct or indirect, in any contract or arrangement which is or was unusual in its nature or conditions or significant to the business of the Group taken as a whole, which were effected by any member of the Group and which remains in any respect outstanding or unperformed.

It is noted that the 2025 Accounts incorrectly overstated the amount owed to the Company from Professor Sir Christopher Evans as at 31 March 2025 by £200,000 (the amount owed should have been recorded as £105,990 as opposed to £305,990). This error will be corrected in the Company's Annual Report & Accounts for the year ended 31 March 2026.

f.      In addition to directorships of the Company, the Directors and Shafia Zahoor (the Company's Chief Financial Officer) 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:

g.     Save as disclosed herein, neither Shafia Zahoor (in respect of the previous five years) nor any of the Directors has:

i.  any unspent convictions relating to indictable offences;

ii. had a bankruptcy order made against them or entered into any individual voluntary arrangements;

iii.               been a director of a company which has been placed in receivership, compulsory liquidation, creditors' voluntary liquidation or administration or entered into a company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst they were a director of that company at the time of, or within the twelve months preceding, such events;

iv.               been a partner of a firm which has been placed in compulsory liquidation or administration or which has entered into a partnership voluntary arrangement whilst they were a partner of that firm at the time of, or within twelve months preceding, such events;

v. had any asset belonging to them placed in receivership or been a partner of a partnership any of whose assets have been placed in receivership whilst they were a partner at the time of, or within twelve months preceding, such receivership; or

vi.               been publicly criticised by any statutory or regulatory authority (including any recognised professional body) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

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

i.  BTA Works Ltd (company number 09912932);

ii. Sultan Scientific Limited (company number 05391572)

iii.               Fox & Shannon Ltd (company number 09141650)

iv.               Vivomedica PLC (company number 04066454) and;

v. Vivomedica UK Limited (company number 05113252).

i.      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 remains ongoing. 

j.      Professor Sir Christopher Evans was a director of:

i.  Vivogen Limited, when it was dissolved via compulsory strike-off on 26 April 2011;

ii. Axellis Limited, when it entered into administration on 21 January 2010 - the company moved into creditors' voluntary liquidation on 26 July 2010 and was ultimately dissolved on 12 March 2012;

iii.               DS Realisation 2010 Limited, when it entered administration on 20 April 2010 - the company moved from administration into dissolution on 11 October 2011 and was ultimately dissolved on 17 January 2012; and

iv.               Decon Sciences Limited, when it entered administration on 12 July 2010 - the company moved into creditors' voluntary liquidation on 6 July 2011 and was ultimately dissolved on 5 December 2014.

k.     Martin Walton was a director of ReNeuron Group Limited between March 2022 and 24 March 2025. ReNeuron Group Limited entered into administration on 20 March 2024 and exited administration on 17 March 2025 following confirmation that the purpose of administration had been achieved and that creditor claims were settled in full.

l.      Dr Michael Hudson was a director of:

i.  Sultan Scientific Limited, when it entered creditors voluntary liquidation on 5 March 2019 - the company was ultimately dissolved on 9 July 2021;

ii. Sultan Scientific Consultants Limited, which was struck off on 18 May 2021; and

iii.               Axellis Limited, when it entered into administration on 21 January 2010 - the company moved into creditors' voluntary liquidation on 26 July 2010 and was ultimately dissolved on 12 March 2012. 

m.   Professor Trevor Jones was a director of Ascension Healthcare PLC when it entered into administration on 8 November 2024. Ascension Healthcare Plc is now in compulsory liquidation.

n.     Shafia Zahoor was a director of Sereniq Ltd when the company was voluntarily struck off on 28 March 2023.

3.     Major Shareholders

a.     The names and shareholdings in the Company held by 'significant shareholders' (being persons holding 3% or more of the Ordinary Shares in the Company), with such shareholdings expressed as a percentage of the Company's issued share capital both before and upon AIM Admission are set out in the Schedule One Announcement.

b.     As at the date of this announcement, no major shareholder has any different voting rights to the other holders of Ordinary Shares in the capital of the Company.

c.     Other than as disclosed at paragraph 8 below, the Company is not aware of any person or persons who, directly or indirectly, jointly or severally, exercise(s) or could exercise control of the Company or any arrangements the operation of which may, at a subsequent date, result in a change in the control of the Company.

4.     Material Contracts

4.1 The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by any member of the Group within the two years immediately preceding the publication of this announcement and which are or may be material to the Group or have been entered into by any member of the Group at any time and contain a provision under which any member of the Group has any obligation or entitlement which is material to the Group at the date of this document:

a.     Introduction Agreement

i.  On 13 April 2026, the Company entered into an introduction agreement with Canaccord Genuity Limited ("Canaccord") pursuant to which Canaccord has agreed, subject to certain conditions, to act as the Company's nominated adviser and broker in connection with the AIM Admission and Withdrawal.

ii. The Company has agreed that the foregoing appointment confers on Canaccord all powers, authorities and discretions on behalf of the Company which are necessary for making application for Admission to AIM.

iii.               Pursuant to the terms of the agreement, the Company has provided various warranties to Canaccord relating to, amongst other matters, the contents of its public announcements, financial information and accounts, share capital, assets, litigation, business practices, taxation and capacity. The agreement includes certain provisions enabling Canaccord to terminate the introduction agreement prior to the AIM Admission, including where any of the warranties are found to be untrue, inaccurate or misleading. In addition, the introduction agreement contains a usual corporate finance indemnity in favour of Canaccord.

b.     Engagement Letter with Canaccord in relation to the AIM Admission

i.  Pursuant to an agreement dated 9 December 2025 between the Company and Canaccord, the Company appointed Canaccord to act as the Company's nominated adviser and broker in connection with the AIM Admission.

ii. The Company has agreed to pay Canaccord a corporate finance fee on the AIM Admission. Either party may terminate the agreement by giving the other party written notice at any time and without continuing obligation. Where the Company terminates the agreement without cause or Canaccord terminates the agreement with cause, Canaccord's right to fees pursuant to the agreement shall survive and remain in full force and effect and continue to apply where within 18 months of termination any transaction to which the agreement would have applied or any other transaction having broadly similar effect is agreed (whether subject to conditions or otherwise).

c.     Ongoing Nominated Adviser and Broker Agreement

i.  On 13 April 2026, the Company entered into an agreement with Canaccord pursuant to which Canaccord agreed to act as nominated adviser and broker to the Company as required by the AIM Rules with effect from the AIM Admission.

ii. Under the terms of the agreement, the Company will pay an annual retainer fee to Canaccord for its continuing services as nominated adviser and broker. The Company will also reimburse Canaccord for reasonable fees and expenses incurred in relation to its services.

iii.               Following the AIM Admission, the agreement will be capable of being terminated by either party on three months' written notice. Canaccord will be entitled to terminate it in certain other customary circumstances including if there has been a beach by the Company of its obligations under the agreement or if the Ordinary Shares cease to be admitted to trading on AIM. The Company has given customary warranties and indemnities to Canaccord.

d.     Relationship Agreement

i.  A relationship agreement was entered into on 13 April 2026 between (1) the Company, (2) Professor Sir Christopher Evans, (3) Dr Michael Hudson and (4) Canaccord pursuant to which each of Professor Sir Christopher Evans and Dr Michael Hudson, as significant shareholders, have undertaken to exercise the rights attaching to their Ordinary Shares to procure that, inter alia, the Group and its business shall be managed for the benefit of the Company's shareholders as a whole and all transactions, agreements and arrangements between any member of the Group and either of them shall be on an arm's length basis and on normal commercial terms.

e.     Term Loan Agreement with Professor Sir Christopher Evans

i.  On 13 April 2026, the Company entered into a term loan facility agreement with Professor Sir Christopher Evans (the "Term Loan"), pursuant to which Professor Sir Christopher Evans has agreed to provide an unsecured term loan to the Company of up to £3,710,000, to be provided in one or more tranches as required by the Company from time to time.

ii. The Term Loan is subject to the following terms and conditions:

1.     the Term Loan shall be made available to the Company until 31 December 2027 (the "Maturity Date");

2.     any amount drawn under the Term Loan shall bear interest on the outstanding balance of the principal amount at a rate per annum of 2 per cent. above the Bank of England's base rate from time to time, but at 2 per cent. per annum for any period when that base rate is below 0%;

3.     the Company shall repay the Term Loan in full (including all accrued but unpaid interest) on the Maturity Date;

4.     the Term Loan shall only be used for working capital and growth purposes; and

5.     no single tranche shall be greater than £100,000 and maximum total drawdowns in one month shall not exceed £400,000.

Related Party Transaction

Professor Sir Christopher Evans is considered a "Related Party" as defined under the AQSE Growth Market Apex Rulebook, as a result of being a Director. The grant of the Term Loan therefore constitutes a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook.

The Directors other than Professor Sir Christopher Evans confirm that, having exercised reasonable care, skill and diligence, the terms of the Term Loan are fair and reasonable insofar as the shareholders of the Company are concerned.

f.      Amended and Restated Convertible Loan Note Instrument

On 13 April 2026, the Company entered into an amendment and restatement agreement with Professor Sir Christopher Evans in relation to the convertible loan note instrument entered into between the parties on 9 October 2025 (the "2025 CE CLN") to effect certain administrative amendments. The terms of the 2025 CE CLN remain as disclosed by the Company in its announcement released via RNS on 20 October 2025.

2022 CE CLN

As previously disclosed in the 2025 Accounts, the £1,400,000 of convertible loan notes of £1 each to Professor Sir Christopher Evans on 22 July 2022, which were assigned in full to the Company on the occurrence of the RTO (the "2022 CE CLN"), have been fully settled by the Company pursuant to certain off-sets of the 2022 CE CLN against amounts owed by Professor Sir Christopher Evans to the Company.

g.     Executive Service Agreement with Professor Sir Christopher Evans

i.  On 8 February 2026, the Company and Professor Sir Christopher Evans entered into an executive service agreement, which sets out the terms of Professor Sir Christopher Evans' appointment as Chief Scientific Officer of the Group effective from 14 November 2022.  

ii. Pursuant to the agreement, Professor Sir Christopher Evans is entitled to receive an annual salary of £36,000 per annum, along with any bonus awarded at the discretion of the Board.

iii.               The service agreement may be terminated by either the Company or Professor Sir Christopher Evans by giving not less than 6 months' written notice to the other party. 

iv.               The service agreement contains restrictive covenants limiting Professor Sir Christopher Evans' ability to compete with the Group for a 12 month period following his resignation or termination from employment with the Company.

h.     Executive Service Agreement with Dr Michael Hudson

i.  On 8 February 2026, the Company and Dr Michael Hudson entered into an executive service agreement, which sets out the terms of Dr Michael Hudson's appointment as Chief Executive Officer of the Group effective from 14 November 2022.  

ii. Pursuant to the agreement, Dr Michael Hudson is entitled to receive an annual salary of £15,000 per annum, along with any bonus awarded at the discretion of the Board.

iii.               The service agreement may be terminated by either the Company or Dr Michael Hudson by giving not less than 6 months' written notice to the other party. 

iv.               The service agreement contains restrictive covenants limiting Dr Michael Hudson's ability to compete with the Group for a 12 month period following his resignation or termination from employment with the Company.

i.      Executive Service Agreement with Martin Walton

i.  On 8 February 2026, the Company and Martin Walton entered into an executive service agreement, which sets out the terms of Martin Walton's appointment as Deputy Chairman of the Group effective from 12 February 2025.  

ii. Pursuant to the agreement, Martin Walton is entitled to receive an annual salary of £15,000 per annum, along with any bonus awarded at the discretion of the Board.

iii.               The service agreement may be terminated by either the Company or Martin Walton by giving not less than 6 months' written notice to the other party. 

iv.               The service agreement contains restrictive covenants limiting Martin Walton's ability to compete with the Group for a 12 month period following his resignation or termination from employment with the Company.

j.      Consultancy Services Agreement with Bradshaw Consulting Ltd

i.  On 11 June 2024, EDX Medical Ltd entered into a consultancy services agreement with Bradshaw Consulting Ltd, a company that is wholly-owned by Martin Walton and his wife Susanne Walton ("Bradshaw"), pursuant to which Bradshaw agreed to provide advisory services in respect of the strategic direction and development of EDX Medical Ltd.

ii. Under the agreement, Bradshaw is entitled to fees of £14,000 per calendar month.

k.     Non-Executive Director Letter of Appointment with Jason Holt

i.  On 13 April 2026, Jason Holt entered into a non-executive director letter of appointment with the Company, which sets out the terms of Jason Holt's appointment as a non-executive Director effective from 25 July 2022.

ii. Pursuant to the appointment letter, Jason Holt is entitled to a fee of £70,000 per annum.  Jason Holt's appointment as a non-executive Director may be terminated upon one months' prior written notice by the Company or himself to the other party. The appointment letter contains customary non-compete provisions that apply following the termination of the letter.

l.      Non-Executive Director Letter of Appointment with Professor Trevor Jones

i.  On 13 April 2026, Professor Trevor Jones entered into a non-executive director letter of appointment with the Company, which sets out the terms of Professor Trevor Jones' appointment as a non-executive Director effective from 25 July 2022.

ii. Pursuant to the appointment letter, Professor Trevor Jones is entitled to a fee of £36,000 per annum.  Professor Trevor Jones' appointment as a non-executive Director may be terminated upon one months' prior written notice by the Company or himself to the other party. The appointment letter contains customary non-compete provisions that apply following the termination of the letter.

m.   Lease Extension

i.  On 10 February 2026, the Company agreed an extension to the leases with MA CSP 2 Limited ("Landlord") over part ground floor, Unit 210/211, Cambridge Science Park, Milton Road, Cambridge and over part first floor, 211 Cambridge Science Park, in each case for a further 12 month period to 14 February 2027.

ii. The leases are capable of being terminated by either party on three months' notice. Landlord can forfeit the leases in customary circumstances including for non-payment of rent, breach of covenants, or insolvency events.

4.2      In addition to the contracts summarised in paragraph 4.1 above, EDX Medical Ltd has also entered into the following agreements:

a.     Health Ventures Limited Director Consultancy Agreement in respect of Dr Michael Hudson

On 1 March 2022, EDX Medical Ltd entered into a consultancy agreement with Health Ventures Limited ("HVL"), pursuant to which HVL agreed to provide consultancy services to EDX Medical Ltd in connection with providing the services of Dr Michael Hudson as Chief Executive Officer. Under the agreement, HVL is entitled to fees in aggregate of £240,000 per year exclusive of VAT.

b.     Merlin Scientific Consulting Limited Director Consultancy Agreement in respect of Professor Sir Christopher Evans

On 1 March 2022, EDX Medical Ltd entered into a consultancy agreement with Merlin Scientific Consulting Limited ("Merlin"), pursuant to which Merlin agreed to provide consultancy services to EDX Medical Ltd in connection with providing the services of Professor Sir Christopher Evans as a director. Under the agreement, Merlin is entitled to fees in aggregate of £240,000 per year exclusive of VAT.

4.3    Save as are set out in this announcement or in the Company's public record, no person (excluding professional advisers otherwise disclosed in this announcement and trade suppliers) has within the twelve months preceding the date of this announcement received directly or indirectly from the Company, or has entered into contractual arrangements to receive, directly or indirectly, from the Company on or after AIM Admission:

·      fees totalling £10,000 or more;

·      securities in the Company with a value of £10,000 or more calculated by reference to the issue price; or

·      any other benefit with a value of £10,000 or more at the date of AIM Admission.

5.     Share Schemes of the Company

a.     The Company adopted the EDX Medical Group Plc Non-Enterprise Management Incentive Plan and the EDX Medical Group Plc Enterprise Management Incentive Plan on 29 September 2025 following approval from the Company's shareholders at the annual general meeting held on 29 September 2025 (the "Plans"). The Plans are the only employee share schemes that have been adopted by the Company since the RTO and, contrary to the intention stated in the Company's admission document published on 26 October 2022 in connection with the RTO, it is noted that no other long term incentive plan has been adopted by the Company nor have any share options been granted to Dr Michael Hudson.

b.     On 25 February 2026, the Directors approved certain administrative amendments to each of the Plans.

c.     Options have been granted under the Plans as follows:

d.     Following the publication of this announcement, the Company intends to grant options to the Directors and other members of senior management as follows:

i.  under the EDX Medical Group Plc Non-Enterprise Management Incentive Plan:

·      an option over 4,214,286 Ordinary Shares to Martin Walton; and

·      an option over 43,214 Ordinary Shares to Shafia Zahoor;

ii. under the EDX Medical Group Plc Enterprise Management Incentive Plan:

·      an option over 2,224,286 Ordinary Shares to Shafia Zahoor;

·      an option over 1,785,714 Ordinary Shares to Martin Walton; and

·      an option over 1,500,000 Ordinary Shares to Professor Sir Christopher Evans;

iii.               an option over 1,500,000 Ordinary Shares to Jason Holt as a standalone option grant; and

iv.               an option over 1,500,000 Ordinary Shares to Professor Trevor Jones as a standalone option grant.

6.     Litigation and Arbitration

Neither the Company nor any other member of the Group is, nor has it been at any time during the 12 months immediately preceding the date of this announcement, involved in any governmental, legal or arbitration proceedings, which may have, or have had in the recent past, a significant effect on the Company's and/or the Group's financial position or profitability and there are no such proceedings of which the Company is aware which are pending or threatened.

7.     Dividend Policy

a.     The Directors believe that the Company should seek principally to generate capital growth for its shareholders but may recommend dividends at some future date, depending upon the generation of sustainable profits, if and when it becomes commercially prudent to do so, subject to having distributable reserves available for the purpose.

b.     At present the Company has accumulated realised losses on its balance sheet which will need to be cleared before dividends can be paid. As a result, the Company will be unlikely to be in a position to pay dividends in the short to medium term.

8.     Concert Party

a.     In connection with the RTO, the Company and the Panel on Takeovers and Mergers (the "Takeover Panel") previously agreed that the selling shareholders of EDX Medical Ltd would be treated as acting in concert for the purposes of the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time (the "Takeover Code") as listed below (the "Concert Party"):

i.  Professor Sir Christopher Evans;

ii. Dr Michael Hudson;

iii.               Keith Maddison;

iv.               Jason Holt;

v. West Coast Capital Holdings Ltd;

vi.               Countywide Developments Limited;

vii.              Jimmy Carr;

viii.             Olivia Ma; and

ix.               Conor Evans.

b.     Under Rule 9 of the Takeover Code, where any person acquires an interest in shares which (taken together with shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of a company which is subject to the Takeover Code, that person, together with the persons acting in concert with that person, is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the Company. However, the Takeover Panel agreed to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the RTO subject to the approval of a Rule 9 waiver resolution by the independent shareholders of the Company (this was passed on 11 November 2022).

c.     For so long as the Concert Party holds Ordinary Shares carrying more than 50% of the Company's voting share capital and its members are presumed to be acting in concert, they may increase their aggregate interests in the Ordinary Shares without incurring any obligation under Rule 9 to make a general offer for the remaining shares, although individual members of the Concert Party would not be able to increase their percentage interest in the Ordinary Shares through, or between, a Rule 9 threshold without the consent of the Takeover Panel.

d.     A table setting out details of the Concert Party's holding of Ordinary Shares at the date of the RTO and as at the date of this announcement is enclosed below as follows:

9.     The Takeover Code and the Companies Act

a.     Mandatory takeover bids

i.  The Takeover Code applies to all takeover and merger transactions in relation to the Company and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The Takeover Code provides an orderly framework within which takeovers are conducted and the Takeover Panel has now been placed on a statutory footing.

ii. The Takeover Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company, the other holders of securities must be protected. This is reinforced by Rule 9 of the Takeover Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30 per cent. or more of the voting rights to make a general offer. "Voting rights" for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Takeover Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights.

iii.               There are not in existence any current mandatory takeover bids in relation to the Company.

b.     Squeeze out

Section 979 of the Act provides that if, within certain time limits, an offer is made for the share capital of the Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to any remaining minority shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the Company to hold on trust for such shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration available under the takeover offer.

c.     Sell out

Section 983 of the Act permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in the Company which amount to not less than 90 per cent. in value of all the voting shares in the Company and carry not less than 90 per cent. of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

10.  UK Taxation

a.     Taxation in the UK

The following information is based on UK tax law and His Majesty's Revenue and Customs ("HMRC") practice currently in force in the UK. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her tax position should contact their professional advisor immediately. The tax legislation of an investor's Member State may have an impact on the income received from an investment in the Ordinary Shares.

b.     Tax treatment of UK investors

The following information, which relates only to UK taxation, is applicable to persons who are resident in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realised in the course of a trade. It is based on the law and practice currently in force in the UK. The information is not exhaustive and does not apply to potential investors:

i.  who intend to acquire, or may acquire (either on their own or together with persons with whom they are connected or associated for tax purposes), more than 10%, of any of the classes of shares in the Company; or

ii. who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or

iii.               who are in any doubt as to their taxation position.

Such Shareholders should consult their professional advisers without delay. Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from taxation may change. Such changes may alter the benefits of investment in the Company.

Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carry on a trade, profession or vocation through a branch, agency or permanent establishment in the UK with which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividends paid by the Company or on capital gains arising on the sale or other disposal of Ordinary Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

c.     Dividends

Where the Company pays dividends, no UK withholding taxes are deducted at source. Shareholders who are resident in the UK for tax purposes will, depending on their circumstances, be liable to UK income tax or corporation tax on those dividends.

UK resident individuals and trustee Shareholders, who hold their Ordinary Shares as investments, will be subject to UK income tax on the amount of dividends received from the Company.

Since 6 April 2024, there is a £500 per annum tax-free dividend allowance. Dividends falling within this allowance will effectively be taxed at 0% but such dividends will still count as taxable income when determining how much of the basic rate band or higher rate band has been used.  Dividend receipts in excess of this amount (to the extent that they are not covered by the personal allowance of £12,570) are currently taxed (in the tax year ending 5 April 2025 and 5 April 2026) at 8.75 percent. for basic rate taxpayers, 33.75 per cent for higher rate taxpayers and 39.35 per cent for additional rate taxpayers. From April 2026 the basic rate will increase to 10.75% and higher rate will rise to 35.75%, the additional rate will remain unchanged.

The rate of tax paid on dividend income by trustees of discretionary trusts is 39.35%. United Kingdom pension funds and charities are generally exempt from tax on dividends which they receive.

Shareholders who are subject to UK corporation tax should generally, and subject to certain anti-avoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividend received but will not be entitled to claim relief in respect of any underlying tax.

d.     Disposals of Ordinary Shares

Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time of such sale, redemption or disposal as a capital gain.

UK resident individual Shareholders will be subject to capital gains tax to the extent their net gains exceed the annual exempt amount of £3,000 from 6 April 2024 after taking account of any other available reliefs, Since 6 April 2025, , the rate of capital gains tax on disposal of Ordinary Shares by basic rate taxpayers is 18%, and 24% for upper rate and additional rate taxpayers.

The corporation tax rate applicable to taxable profits is currently 25% applying to profits over £250,000. A small profits rate applies for companies with profits of £50,000 or less so that these companies pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. The corporation tax rate thresholds are reduced where there are associated companies or periods shorter than 12 months.

e.     Further information for Shareholders subject to UK income tax and capital gains tax

i.  "Transactions in securities"

The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation is drawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HMRC to raise tax assessments so as to cancel "tax advantages" derived from certain prescribed "transactions in securities".

ii. Stamp duty and stamp duty reserve tax

No UK stamp duty or stamp duty reserve tax will be payable on the allotment and issue of ordinary shares pursuant to the placing.

There is an exemption from stamp duty and SDRT in respect of securities admitted to trading on certain recognised growth markets, including AIM and which are not listed on a Recognised Investment Exchange.

The above comments are intended as a guide to the general stamp duty and stamp duty reserve tax position and may not relate to persons such as charities, market makers, brokers, dealers, intermediaries and persons connected with depositary arrangements or clearance services to whom special rules apply.

iii.               Inheritance Tax

Shares in AIM quoted trading companies or a holding company of a trading group may, after a two year holding period, qualify for Business Property Relief for United Kingdom inheritance tax purposes, subject to the detailed conditions for the relief. From 6 April 2026 the 100% rate of relief may be reduced to 50%. Royal Assent is yet to have been received in respect of this reduction of relief.

Shareholders regardless of their tax status should seek independent professional advice when considering any event which may give rise to an inheritance tax charge.

Ordinary Shares beneficially owned by an individual Shareholder will be subject to UK inheritance tax on the death of the Shareholder (even if the Shareholder is not a long term resident in the UK); although the availability of exemptions and reliefs may mean that in some circumstances there is no actual tax liability. A lifetime transfer of assets to another individual or trust may also be subject to UK inheritance tax based on the loss of value to the donor, although again exemptions and reliefs may be relevant. Particular rules apply to gifts where the donor reserves or retains some benefit.

THIS SUMMARY OF UK TAXATION ISSUES CAN ONLY PROVIDE A GENERAL OVERVIEW OF THESE AREAS AND IT IS NOT A DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO INVEST IN THE COMPANY. THE SUMMARY OF CERTAIN UK TAX ISSUES IS BASED ON THE LAWS AND REGULATIONS IN FORCE AS OF THE DATE OF THIS DOCUMENT AND MAY BE SUBJECT TO ANY CHANGES IN UK LAWS OCCURRING AFTER SUCH DATE. LEGAL ADVICE SHOULD BE TAKEN WITH REGARD TO INDIVIDUAL CIRCUMSTANCES. ANY PERSON WHO IS IN ANY DOUBT AS TO THEIR TAX POSITION OR WHERE HE OR SHE IS RESIDENT, OR OTHERWISE SUBJECT TO TAXATION, IN A JURISDICTION OTHER THAN THE UK, SHOULD CONSULT HIS OR HER PROFESSIONAL ADVISER.

11.  Application for Admission to AIM and Withdrawal from Aquis

Application will be made for 411,844,583 ordinary shares of £0.01 each to be admitted to trading on AIM and it is expected that Admission will become effective on 13 May 2026 in line with the timetable in Appendix. The Ordinary Shares will be withdrawn from trading on Aquis on the same date.

AIM is a market designated primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom's Financial Conduct Authority.

A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

Each AIM Company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers.

The London Stock Exchange has not itself examined or approved the contents of this announcement or the Company's Schedule One.

The Directors accept responsibility for this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and there are no other facts which, if omitted, would affect the import of such information.

For enquiries, please contact:

Appendix I - Expected Timetable of Key Events

Notes:

*This is the regulatory announcement which the Company is required to release under the AIM Rules for Companies before its Ordinary Shares are admitted to trading on AIM.

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by way of an announcement on a Regulatory Information Service. References in this document to time are to London time, unless specified otherwise.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements which are based on the current beliefs, expectations and assumptions of the Directors and other members of senior management about the Company's business. All statements other than statements of historical fact included in this document may be forward-looking statements. Generally, words such as "will", "may", "should", "could", "estimates", "continue", "believes", "expects", "aims", "targets", "projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each case, their negative or other variations or similar or comparable expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, and there can be no assurance that the expectations reflected in such forward-looking statements will prove to be or to have been correct. Rather, they are based on the current beliefs, expectations and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and the Directors and senior management and are difficult to predict, that may cause actual results, performance, plans, objectives, achievements or events to differ materially from those express or implied in such forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements.

New factors will emerge in the future, and it is not possible to predict which factors they will be. In addition, the impact of each factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statement or statements cannot be assessed, and no assurance can therefore be provided that assumptions will prove correct or that expectations and beliefs will be achieved.

Any forward-looking statement contained in this document based on past or current trends and/or activities of the Company should not be taken as a representation that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will match or exceed historical or published earnings of the Company.

Each forward-looking statement speaks only as at the date of this document and is not intended to give any assurance as to future results. The Company and/or its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document as a result of new information, future events or other information, except to the extent required by the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation Rules, the rules of the London Stock Exchange or by applicable law.