Acquisition, Update & Change of Registered Office
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. Investors who have participated in a market sounding exercise in relation to the Placing will have received additional inside information in relation to the Placing and will be cleansed on that inside information upon announcement of the Placing, at which point additional disclosures will be released to the market, prior to the planned restoration of the Company's New Ordinary Shares to trading on AIM and Admission of the Placing Shares.
12 January 2024
Microsaic Systems plc
("Microsaic" or the "Company")
Acquisition, Update & Change of Registered Office
Capitalised terms in this announcement carry the same meaning as in the Circular
or subsequent announcements, unless the context indicates otherwise
Microsaic Systems plc (AIM: MSYS), the developer of micro-electronic instruments and analytical solutions, announces that its due diligence in connection with the purchase of certain assets of the Modern Water business previously operated by DeepVerge and certain of its subsidiary companies (the "Assets") has now concluded and the Acquisition Agreement has been entered into with DeepVerge. The Company also provides an update below on the expected timing for concluding firm commitments on the Placing, the publication of the Annual Report and Interim Results, Restoration and Admission.
Acquisition
The Company has today executed and exchanged the Acquisition Agreement with DeepVerge plc and Innovenn UK Limited to acquire certain Assets for a total consideration of £100,000 ("Acquisition"), at completion ("Completion").
The Assets comprise the trade and all equipment used by the Modern Water business relating to the manufacturing of the Microtox® bio-reagents, related trade names, intellectual property, design and all manufacturing rights for water testing equipment using Microtox® bio-reagent as a consumable known as the FX, LX and Continuous Toxic Measurement (CTM) machines.
Completion is subject to various conditions including admission to trading on AIM ("Admission") of the placing shares to be issued by way of a placing arranged by TPI ("Placing Shares") and the delivery of several intellectual property assignments by no later than 24 January 2024. At Completion the assets will be transferred to the Company and the consideration of £100,000 paid to the sellers.
Completion of the Acquisition is expected to become effective by no later than 24 January 2024, following Restoration (the restoration to trading on AIM of the Company's New Ordinary Shares following the Capital Reorganisation) and Admission, both of which are expected on Tuesday 16 January, 2023.
A further announcement will be made once Completion of the Acquisition has occurred.
Related Party Transaction
As previously announced, Dr Nigel Burton, Non-executive Director of the Company, is also a director of DeepVerge and therefore the Acquisition constitutes a related party transaction for the Company pursuant to Rule 13 of the AIM Rules. Bob Moore being the independent director of the Company for the purposes of negotiating and concluding the Acquisition and the requirements of AIM Rule 13, having consulted with Singer Capital Markets Advisory LLP as the Company's nominated adviser, considers the terms of the Acquisition to be fair and reasonable insofar as the Company's shareholders are concerned.
Revised Fundraising
As previously announced on 4 January 2024, the Company is finalising binding commitments for the Revised Fundraising, being executed by way of the Placing arranged via TPI, and expects to confirm no later than Monday 15 January that it has obtained conditional funding in excess of the revised minimum amount needed for the Acquisition consideration and for the working capital purposes of the enlarged business.
Publication of Annual Report & Interim Results
Completion of the Revised Fundraising remains conditional upon, inter alia, the publication of both the Annual Report and the Interim Results, in order to be compliant with the requirements of the AIM Rules for Companies in terms of financial reporting. The Company expects to publish the Annual Report & Interims Results after 5.00 p.m. on Monday 15 January, 2024.
Restoration and Admission
Assuming completion of the above items, inter alia, the Company intends to seek restoration of its New Ordinary Shares to trading on AIM with effect from 7.30 a.m. on Tuesday 16 January, 2024 and has applied for Admission of the Placing Shares to trading on AIM with effect from 8.00 a.m. on Tuesday 16 January 2024.
In the event that the Company is unable to proceed with Revised Fundraising or otherwise satisfy any of the necessary prior conditions for Restoration and Admission, then admission of the Company's shares to trading on AIM would be cancelled and a further announcement made in that regard.
Change of Registered Office
Microsaic Systems plc announces that the registered office of the Company has been changed to 1-5 Park Road, Caterham, Surrey, CR3 5TB.
Enquiries:
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Microsaic Systems plc Bob Moore, Acting Executive Chairman |
+44 (0) 20 3657 0050 via TPI |
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Singer Capital Markets Aubrey Powell / Angus Campbell / Oliver Platts |
+44 (0)20 7496 3000 |
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Turner Pope Investments (TPI) Limited Andy Thacker / James Pope |
+44 (0) 20 3657 0050 |
About Microsaic Systems
Microsaic has over 20 years' experience in microelectronics and development of instrumentation. The Company has a robust and innovative patent portfolio in cutting-edge technology designed and developed for "Industry 4.0" application serving markets in diversified Industries, Human and Environmental Health. Microsaic's system solutions have enabled analytical detection and characterisation at the point-of-need, whether within a conventional laboratory setting, or within a bioprocessing facility for continuous detection of data at multiple steps in the process workflow.
Microsaic's products and solutions are commercially available through global markets via a network of regional and local partners, targeting its core laboratory, manufacturing and point-of-need applications.
Indicative Timetable of Principal Events
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Event
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Time and/or date ⁽¹⁾ |
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Latest date and time by which entry into the conditional Placing commitments needs to announced for the Restoration and Admission to occur as indicated below |
Prior to 3.30 p.m. on |
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Publication of the Report and Accounts and Interim Results, and notification of the same |
After 5.00 p.m. on |
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Restoration of New Ordinary Shares to trading on AIM
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7.30 a.m. on
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Admission of the shares pursuant to the Revised Fundraising to trading on AIM
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8.00 a.m. on |
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Completion of the Acquisition |
within 5 business days of this announcement |
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Latest date for share certificates over
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Within 10 days of |
Note:
⁽¹⁾ All of the times referred to in this announcement refer to London time, unless otherwise stated, and are subject to change. In the event that any key item takes longer to occur, Restoration and Admission may move to a later date, in which case a further announcement would be made.
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