Update on Prospective Acquisition, Fundraise & GM
20 December 2023
Microsaic Systems plc
("Microsaic" or the "Company")
Prospective Acquisition and Revised Fundraising,
General Meeting and Timetable, Current Funding
Capitalised terms in this announcement carry the same meaning
as in the RNS dated 14 December 2023 unless the context indicates otherwise
Prospective Acquisition
Further to the Company's prior announcement on 14 December 2023, Microsaic confirms that it has today entered into an Exclusivity Agreement with DeepVerge plc ("DeepVerge") granting Microsaic a period of exclusivity in respect of the potential purchase of certain assets of DeepVerge's Modern Water business ("Exclusivity Period"). The assets broadly comprise equipment for the laboratory-based manufacturing of bio-reagents used in related water testing equipment, currently based at DeepVerge's York laboratory, and include all IP and rights to the related testing equipment including LX, FX and Continuous Toxic Measuring (CTM) machines and water membrane technology (the "Business").
The granting of the Exclusivity Period follows the making by Microsaic to DeepVerge of an indicative outline proposal to purchase the Business for a payment of £100,000 in cash, which would be payable to DeepVerge on completion (the "Proposal").
The Exclusivity Period runs until the earlier of (a) 16 January 2024, (b) the signature of a legally binding sale and purchase agreement between Microsaic and DeepVerge for the Business (the "Transaction"), or (c) withdrawal of the Proposal by Microsaic.
No consideration has been paid by Microsiac for the granting of the Exclusivity Period.
During the Exclusivity Period, DeepVerge shall not solicit, advertise, market or enter any other negotiations, arrangements, options or agreements with any third parties relating to the sale of the Business and shall not agree to complete, or complete, the Transaction with any party other than with Microsaic.
The Exclusivity Period may be extended at the discretion of DeepVerge for a further period to enable the Transaction to be finalised.
The Exclusivity Period is designed to provide Microsaic with time to conclude its due diligence, obtain binding commitments for its Revised Fundraising (as defined in the Company's RNS dated 14 December 2023, including working capital for the expanded business and the consideration for the Transaction), and to negotiate and sign a detailed sale and purchase agreement with DeepVerge. There is no guarantee that the Transaction will occur, or that the outline terms indicated in the Proposal will be those on which a binding agreement is signed.
Microsaic director Dr Nigel Burton is also a director of DeepVerge. Robert (Bob) Moore is the only independent director of Microsaic with regard to the Transaction. Given his conflict of interest, Dr Burton is not involved in the consideration of the Transaction for either Microsaic.
Microsaic anticipates that the Transaction, if entered into, would constitute a related party transaction for the Company under the AIM Rules for Companies (the "AIM Rules") and would therefore require treatment in accordance with AIM Rule 13 (related party transactions) [and as a substantial transaction in accordance with AIM Rule 15].
Revised Fundraising, General Meeting and Timetable
Funding for the Transaction is expected to be procured via the Revised Fundraising. As previously indicated, the Company yesterday adjourned its General Meeting which has been convened to enable the Company to undertake the Share Capital Re-organisation, amend its Articles and obtain the necessary authorities from shareholders to implement its fundraising requirements.
Microsaic will shortly provide an update to Shareholders in relation to the revised date for the General Meeting, and the expected timetable of principal events relating to the Revised Fundraising and the proposed Acquisition.
Current Funding
Microsaic has recently realised a small amount of cash from the sale of tangible assets, and as a result has sufficient cash runway for the duration of the Exclusivity Period, during which it also expects to conclude the Revised Fundraising as well as the Transaction. Completion remains subject, inter alia, to the restoration of the Company's shares to admission to trading on AIM, and other factors as described in the announcement of 4 December 2023.
Further updates will be provided as appropriate.
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
Enquiries:
Microsaic Systems plc +44 (0)1483 751 577
Bob Moore, Acting Executive Chairman
Singer Capital Markets (Nominated Adviser) +44 (0)20 7496 3000
Aubrey Powell / Angus Campbell / Oliver Platts
Turner Pope Investments (TPI) Limited (Broker) +44 (0) 20 3657 0050
Andy Thacker / James Pope
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