REG - Spiritus Mundi PLC - Proposed Acquisition and Suspension of Listing

Spiritus MundiAnnouncement

06/03/2024 13:15

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RNS Number : 8566F  Spiritus Mundi PLC  06 March 2024

6 March 2024

 

Spiritus Mundi plc
("Spiritus Mundi" or the "Company")

Proposed Acquisition

and Suspension of Listing

 

Spiritus Mundi plc, (LSE:SPMU), the Special Purpose Acquisition Company (SPAC)
seeking to acquire targets in Europe and Asia in the clinical diagnostics
sector, is pleased to announce that it has entered into a heads of terms (the
"Head of Terms") to acquire the entire issued share capital of InReste Pte.
Ltd. ("InReste") (the "Proposed Acquisition"). The Proposed Acquisition would
constitute a reverse takeover under the UK Financial Conduct Authority
("FCA")'s Listing Rules.

 

InReste operates in the healthcare sector, offering a range of innovative
technologies and solutions, including through its related companies. It is an
integrated healthcare and wellness provider with an established biomedical
research and development arm that holds exclusive patents over a number of
clinical diagnostic tests. InReste is currently in the process of undertaking
a corporate reorganisation such that, prior to entering into the Proposed
Acquisition, it will own the entire issued share capital of Restalyst Pte.
Ltd. ("Restalyst") and Reste Laboratories Pte. Ltd. ("ResteLab") (the
"Restructuring"). ResteLab operates a 20,000 square foot state-of-the-art
laboratory in central Singapore, offering a comprehensive selection of
testing, screening and laboratory services to clinicians and healthcare
professionals. It is automated to process laboratory tests quickly, turning
around up to 10,000 tests daily. These services are complemented by Restalyst,
which is an innovative biomedical company that develops, manufactures and
markets a range of diagnostic solutions. It provides clinically-proven
diagnostic solutions, including a number of patented solutions, to the medical
and healthcare industry including detection kits for gastric cancer,
nasopharyngeal (nose) cancer and liver cancer.

 

Zaccheus Peh, the Company's Non-Executive Chairman, is a controlling
shareholder of InReste and is expected to hold a controlling interest in
InReste following completion of the Restructuring.

 

Heads of Terms

 

The Heads of Terms are non-binding save for exclusivity until 31 December 2024
and customary terms of an agreement of this nature, such as confidentiality
and governing law. Under the Heads of Terms, it is the current intention of
the parties that the consideration for the Proposed Acquisition, to be agreed
between the parties, shall be satisfied by the issue of new ordinary Shares in
Spiritus Mundi at a price to be agreed between the parties.

 

As Zaccheus Peh is a director of the Company and the controlling shareholder
of InReste, the Proposed Acquisition is expected to constitute a Material
Related Party Transaction as defined under DTR 7.3.6.  Zaccheus Peh has
therefore not participated in the Spiritus Mundi board resolution to approve
the Heads of Terms and the Company's independent directors consider that the
Head of Terms concerning the Proposed Acquisition are fair and reasonable from
the perspective of the Company and its independent shareholders.

 

Temporary Suspension of Listing

The Proposed Acquisition is classified as a reverse takeover in accordance
with the FCA's Listing Rules. Accordingly, the Company has requested the
suspension of its listing on the Standard Segment of the Official List and
from trading on the Main Market of the London Stock Exchange with effect from
1.00 p.m. today, pending the publication of an admission document and
application by the Company to have its enlarged share capital admitted to
trading on the AIM market of the London Stock Exchange.

 

The parties intend to proceed as quickly as possible with the Proposed
Acquisition, however, there can be no certainty that the Proposed Acquisition
will be successfully completed. If the Proposed Acquisition does not complete
for any reason, it is expected that the suspension of the Company's listing
will be lifted, subject to FCA approval, and trading in the Company shares
will recommence.

The Company will make further announcements in due course, as appropriate.

 

For further information please contact:

 Spiritus Mundi plc                                 Via IFC
 Zaccheus Peh (Non-Executive Chairman)

 Tim Metcalfe (Non-Executive Director)

 Strand Hanson Limited (Financial Adviser)          +44 (0) 20 7409 3494
 James Harris / James Bellman / Abigail Wennington

 IFC Advisory Limited (Financial PR and IR)         +44 (0) 203 934 6630
 Graham Herring, Florence Chandler                  spiritusmundi@investor-focus.co.uk

 

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU No.
596/2014) which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

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