Acquisition of ClanTect Limited

Image Scan Holdings PLC

03 August 2026

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

3 August 2026

Image Scan Holdings plc

("Image Scan", the "Company" or the "Group")

Acquisition of ClanTect Limited

Image Scan Holdings plc (AIM: IGE), the AIM-quoted specialist provider of X-ray screening systems and security inspection technologies, is pleased to announce that it has entered into a Share Purchase Agreement to acquire the entire issued share capital of ClanTect Limited ("ClanTect") from Stephen Daley, Ilias Zazas and University of Southampton Holdings Limited.

The acquisition represents a significant strategic step in broadening the Group's security technology portfolio and is expected to complement Image Scan's established X-ray screening activities through the addition of proprietary human presence detection technologies.

Highlights

Image Scan is acquiring a proven security technology business with approximately £600,000 of cash expected to be held on its balance sheet at completion for a total consideration expected to be in the range of approximately £0.9 million to £1.0 million, including deferred and contingent consideration.

·      Acquisition of 100% of the issued share capital of ClanTect Limited.

·      Total consideration expected to be in the range of approximately £0.9 million to £1.0 million, comprising completion consideration linked to net cash assets, Initial consideration and contingent earn-out consideration.

·      Initial consideration of £172,000 payable in three instalments of £57,333.

·      Founder-led business with proprietary human presence detection technology developed from research undertaken at the Institute of Sound and Vibration Research at the University of Southampton.

·      Technology deployed in border, prison and critical infrastructure security applications

·      Acquisition to be funded from the Group's existing cash resources.

·      Expected to make a modest revenue contribution during FY2026, with substantial longer-term growth potential through Image Scan's global distribution network.

About ClanTect

ClanTect has developed proprietary human presence detection technology capable of identifying concealed persons within vehicles, containers and other confined spaces through highly sensitive vibration sensing and advanced signal processing techniques. The technology detects minute human-induced vehicle movements while eliminating the effects of external disturbances including wind, traffic vibration and environmental noise.

The technology originated from research undertaken at the Institute of Sound and Vibration Research, University of Southampton, and was subsequently developed by ClanTect to improve the reliability and accuracy of vehicle occupant detection systems.

Strategic Rationale

The Directors believe the acquisition provides a highly complementary technology platform which broadens Image Scan's product portfolio beyond X-ray screening systems and strengthens the Group's position within the global security and critical infrastructure markets.

The technology has applications across:

·      Border security

·      Prison security

·      Military facilities

·      Critical infrastructure protection

The Board believes ClanTect's products can benefit significantly from Image Scan's established international distribution network, which currently operates across more than 85 countries through a network of over 60 partners.

The Directors further believe that the transaction provides a platform for accelerating sales growth while leveraging the Group's existing engineering, manufacturing, support and customer service infrastructure.

Market Opportunity

The Board believes the addressable market opportunity is substantial and is driven by increasing investment in border security, migration management, prison security and critical infrastructure protection.

Management believes that ClanTect currently holds only a small share of the addressable market and that significant growth opportunities remain available through international expansion. The technology benefits from substantial barriers to entry due to its specialist sensing and signal processing capabilities.

Financial Information

For the year ended 31 October 2025, ClanTect reported:

·    Revenue: £185k (2024: £641k)

·    (Loss)/profit before tax : (£14k) (2024: £260k)

·    Net Assets: £645k (2024: £782k)

Transaction Structure

Under the terms of the Share Purchase Agreement, consideration comprises:

·      A completion payment linked to net cash assets at completion.

·      Initial consideration of £172k payable in three instalments of £57k

·      Additional contingent consideration through earn-out arrangements based upon future financial performance. The contingent earn-out arrangements extend for up to three years following completion and are designed to align future payments with the continued growth and profitability of the acquired business.

The acquisition will be funded from the Group's existing cash resources.

Continuing Involvement of Founders

Professor Stephen Daley and Dr Ilias Zazas will continue to support the business following completion through consultancy arrangements designed to facilitate technology transfer, product development and commercial growth initiatives.

Based on the applicable class tests, the acquisition constitutes a substantial transaction for the purposes of AIM Rule 12 and accordingly disclosure is being made in accordance with the AIM Rules for Companies.

Current Trading and Outlook

The Board expects ClanTect to make a modest contribution to Group revenue during FY2026 and believes there is significant opportunity to accelerate growth through the Group's established international distribution network.

The Board expects the acquisition to create long-term shareholder value through revenue growth opportunities and operational leverage.

The principal strategic value is expected to arise from leveraging Image Scan's international sales channels, engineering resources and customer relationships to accelerate adoption of ClanTect's technology in existing and new territories.

Vincent Deery, Chief Executive Officer, commented:

"The acquisition of ClanTect represents an important strategic milestone for Image Scan and broadens our security technology portfolio with a highly complementary capability.

ClanTect has developed a proven human presence detection technology with operational deployments in border security applications and significant growth potential across international markets.

We look forward to building on the success achieved and taking ClanTect to the new markets.

We believe our established distribution network, engineering capabilities and customer relationships provide a strong platform to accelerate the commercial development of the business, and we are pleased that Professor Daley and Dr Zazas will continue to support its future growth."

Prof Steve Daley, commented:

"Having spent more than 15 years developing the fundamental science that is built into the technology and building the foundations of the business, I am delighted to be passing that knowledge and expertise to the talented and dynamic team at Image Scan.

ClanTect has achieved a great deal to date with a very small team, and I believe Image Scan's engineering capabilities, international distribution network and strong reputation within the security sector provide an excellent platform for future growth. I am excited to continue supporting the business and contributing to its future success"

For further information on the Company, please visit: www.ish.co.uk and for further information on its products, please visit: www.3dx-ray.com

-ENDS-

Image Scan Holdings plc                                                    Tel: [phone]

Vincent Deery CEO

Sarah Atwell-King, CFO & Company Secretary

Zeus - Nominated Advisor and Corporate Broker           Tel: [phone]

Mike Coe/James Bavister (Investment Banking)

ABOUT IMAGE SCAN HOLDINGS PLC

About Image Scan Holdings plc

The core activity of the Group is the manufacture of portable X-ray systems for security and counter terrorism applications. The Group recently launched a cabinet X-ray machine and is replacing its Axis range of checkpoint X-ray systems with new machines developed with a partner. All these products are taken to market across the world through a strong network of international partners.

In addition, over the last seventeen years, Image Scan has developed and manufactured industrial X-ray inspection systems, the MDXi range. The primary market for these systems is in automotive emissions control where they are used for quality control inspection of catalytic converters and diesel particulate filters.

The visibility and reach of the Company's 3DX-Ray brand has been further strengthened through a new LinkedIn profile focussed on its EOD and counter-terrorism activities. This can be found at:  https://www.linkedin.com/company/3dx-ray/  

For further information on the Company, please visit: www.ish.co.uk - and for further information on its products, please visit: www.3dx-ray.com

 

END