REG - Ashington Innovation - Heads of Terms Signed

Ashington InnovationAnnouncement

17/08/2023 08:15

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RNS Number : 6337J  Ashington Innovation PLC  17 August 2023

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
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Press Release

 

17 August 2023

Ashington Innovation plc

 

("Ashington" or "the Company")

 

Heads of Terms Signed

 

Proposed Reverse Takeover of Cell Therapy Limited

 

Suspension of Listing

 

Conditional Acquisition of Cell Therapy Limited

 

Ashington Innovation (LSE:ASHI), the Special Purpose Acquisition Company
(SPAC) established to acquire businesses primarily in the technology sector,
is pleased to announce that the Company has entered into a non-binding term
sheet (the "Term Sheet") with Cell Therapy Limited ("Cell Therapy") pursuant
to which Ashington Innovation will acquire 100% of the total issued equity for
£135 million in an all share transaction (the "Transaction"). Cell Therapy is
a clinical stage biotechnology firm with a portfolio of patented cellular
medicines with a lead program that successfully completed an early-stage human
clinical trial in heart failure.

 

The Directors of Ashington Innovation consider the Transaction to represent a
transformational, value enhancing transaction for shareholders, which is fully
aligned with the Company's growth strategy. Cell Therapy's product and patent
portfolio provides a platform to develop leading medicines, which have been
validated in a human clinical trial and through granted patents in the US, UK,
EU and Asia.

 

To fund the Transaction, Ashington Innovation will be seeking to carry out a
placing of new ordinary shares to new and existing investors ("Placing") to
raise funds of up to £3 million to finance the drug development program and
working capital. As such, the Transaction is conditional, inter alia, on the
completion of due diligence, definitive sale and purchase documentation,
obtaining the necessary regulatory approvals from the FCA and the Takeover
Panel, a successful Placing, and the passing of necessary resolutions to
approve the Transaction by the shareholders of the Company at a duly convened
general meeting.

 

Suspension of Listing

As the proposed acquisition, if it proceeds, will constitute a Reverse
Takeover under the Listing Rules, the Company's ordinary shares shall be
suspended pending the publication of a prospectus or an announcement that the
proposed Transaction is not proceeding. Any restoration of the listing is
subject to the approval of the FCA.

 

At this stage, there can be no guarantee that the proposed Transaction will
complete nor as to the final terms of the proposed Transaction. Further
announcements and updates will be made in due course.

 

Jason Smart, Founder of Ashington Innovation, commented: "We are delighted to
have agreed a heads of terms to acquire Cell Therapy. During the past few
months, we have reviewed numerous projects and believe the proposed
acquisition meets our stated objective of identifying a potentially extremely
valuable entity capable of sustainable development and with significant
technological advantages. The directors believe that the regenerative medicine
and biotechnology sector presents compelling opportunities to create value for
shareholders and the proposed acquisition presents a high-quality target with
an experienced and expert leadership. This is a very exciting opportunity to
bring a scalable business with a strong track record to the public markets."

 

For further information please contact:

 

 Ashington Innovation plc
 David Orchard                       via Tancredi +44 207 887 7633

 General Counsel
 SI Capital Ltd.
 Corporate Broker                    + 44 1483 413 500

 Jon Levinson
 Tancredi Intelligent Communication

 Media Relations
 Helen Humphrey                      +44 7449 226 720

 Charlie Hobbs                       +44 7897 557 112

 Jasmine Gadhavi                     +44 7931 435 236

 ashington@tancredigroup.com

 

About Ashington Innovation plc

Ashington Innovation PLC is a special purpose acquisition company (SPAC),
formed with the intention of acquiring businesses operating in the technology
sector.

The Company believes that in the increasingly fast-changing global environment
there will be an abundance of opportunities to acquire existing businesses in
the technology sector, and in particular businesses that possess and utilise
proprietary technologies and own applicable intellectual property.

The Company is not limited to any specific geographic region in identifying
its target companies.

www.ashingtoninnovationplc.com (http://www.ashingtoninnovationplc.com)

 

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