REG - Abingdon Health PLC - Agreed changes to Concert Party

Abingdon HealthAnnouncement

30/08/2023 07:00

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RNS Number : 7142K  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/ (http://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: +44 (0)20 7496 3000
 Peter Steel, Alex Bond (Corporate Finance)
 Tom Salvesen (Corporate Broking)

 Walbrook PR Limited                    Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
 Paul McManus / Phillip Marriage        Mob: +44 (0)7980 541 893 / +44 (0)7867 984 082

 Alice Woodings                         +44 (0)7407 804 654

 

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
(http://www.abingdonsimplytest.com) ™ 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
(http://www.abingdonhealth.com/)

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