Agreed changes to Concert Party

Abingdon Health PLC

30 August 2023

 

 

Abingdon Health plc

("Abingdon Health" or "the Company")

Agreed changes to Concert Party

York, U.K. 30 August 2023: Abingdon Health plc (AIM: ABDX), a leading international lateral flow contract development and manufacturing organisation (CDMO) provides an update on changes to the shareholder concert party established at IPO.

Under the City Code on Takeovers and Mergers (the "Code") published by the Panel on Takeovers and Mergers (the "Panel"), a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined in the Code) of a company or to frustrate the successful outcome of an offer for a company.

Certain persons will be presumed, as set out in the Definitions in the Code, to be persons acting in concert with other persons in the same category unless the contrary is established, including shareholders in a private company who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the Code applies.

At the time of its IPO on 15 December 2020, the Company stated in its admission document, that it had agreed with the Panel that a concert party (the "IPO Concert Party") existed in the context of the Company, including founders and certain shareholders in the Company before IPO.  As at 10 August 2023, being the date of the Company's most recent share register analysis, the IPO Concert Party held 35.2% of the shares in Abingdon, meaning none of the IPO Concert Party may purchase shares in Abingdon without triggering an obligation under Rule 9 of the Code to make an offer for the whole of its issued share capital in cash at the highest price paid by a member of the IPO Concert Party during the 12 months prior to the announcement of that offer.

The Company has now agreed with the Panel that the IPO Concert Party is no longer itself a single concert party, but now comprises three separate concert parties which are distinct and independent for the purposes of the Code.   In addition, it has been agreed with the Panel that three shareholders are no longer included in any of the three new concert parties. The shareholders who are no longer included in a concert party are Mr Richard Marlow, Mr Jason Borrows and Kaden Biotech Ltd.

The three new concert parties are:

1.    The Founder Group, comprising founders and associates which has an aggregate interest of the Company of approximately 18.9%.

2.    The Duckworth Group, comprising certain investment vehicles associated with Mr Max Duckworth which has an aggregate interest of the Company of approximately 14.0%.

3.    The Drayson Group, comprising Professor Mark Drayson and associates which has an aggregate interest in the issued share capital of the Company of approximately 1.8%.

The members of these three groups, including their beneficial interests in ordinary shares in the Company, are as follows:

1.    The Founder Group

Shareholder	Number of Shares	% of ISC
Chris Hand	13,028,467	10.7%
Chris Yates	7,888,844	6.5%
Brett Pollard	624,486	0.5%
Chris Lewis	640,000	0.5%
Tracie Lewis	481,500	0.4%
Philip Hand	248,496	0.2%
Nicola Hand	142,328	0.1%
Total	23,054,121	18.9%

As at 10 August 2023

2.    The Duckworth Group

Shareholder	Number of Shares	% of ISC
Max Duckworth	0	0%
Catenalucis LLC	7,588,488	6.2%
Thornapple LLP	6,113,124	5.0%
Godstow Holdings LLC	1,780,068	1.5%
Nicholas Properties UK Ltd	891,132	0.7%
Humble Rogue Ventures LLC	709,180	0.6%
Total	17,081,992	14.0%

As at 10 August 2023

3.    The Drayson Group

Shareholder	Number of Shares	% of ISC
Prof Mark Drayson	1,313,272	1.1%
Prof Roy Jefferis	370,020	0.3%
Dr Mark Cobbold	461,924	0.4%
Total	2,145,216	1.8%

As at 10 August 2023

The individuals within these three concert parties can now each acquire further shares in the Company without triggering an obligation under Rule 9 of the Code to make an offer for the whole of its issued share capital, provided such acquisitions do not cause the aggregate interest of their respective concert party to reach or exceed 30 per cent. of the Company's issued ordinary shares that carry voting rights.

Enquiries

Abingdon Health plc	www.abingdonhealth.com/investors/
Chris Yates, Chief Executive Officer	Via Walbrook PR
Melanie Ross, Chief Financial Officer
Chris Hand, Non-Executive Chairman
Singer Capital Markets (Sole Broker and Nominated Adviser)		Tel: [phone]
Peter Steel, Alex Bond (Corporate Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited	Tel: [phone] or [e-mail]
Paul McManus / Phillip Marriage Alice Woodings	Mob: [phone] [phone]

About Abingdon Health plc

Abingdon Health is a leading lateral flow contract development and manufacturing organisation ("CDMO") offering its services to an international customer base across industry sectors that include clinical, animal health, plant health, and environmental testing. Abingdon Health has the internal capabilities to take projects from initial concept through to routine and large-scale manufacturing; from "idea to commercial success."

The Company's CDMO division offers product development, regulatory support, technology transfer and manufacturing services for customers looking to develop new assays or transfer existing laboratory-based assays to a lateral flow format. Abingdon Health aims to support the increase in need for rapid results across many industries and locations and produces lateral flow tests in areas such as infectious disease, clinical testing including companion diagnostics, animal health and environmental testing. Faster access to results allows for rapid decision making, targeted intervention and can support better outcomes. 

Abingdon Health's Abingdon Simply Test™ range of self-tests is an ecommerce platform that offers a range of self-tests to empowers consumers to manage their own health and wellbeing. The Abingdon Simply Test™ ecommerce site offers consumers a range of information to support them in making informed decisions on the tests available. In addition, the site provides Abingdon's contract services customers with a potential route to market for self-tests. The Abingdon Simply Test range is also sold through international distributors and through other channels in the UK and Ireland such as pharmacy chains.

Founded in 2008, Abingdon Health is headquartered in York, England.

For more information visit: www.abingdonhealth.com

 

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