REG - BSF Enterprise PLC - Acquisition
24/12/2021 11:00
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RNS Number : 7863W BSF Enterprise PLC 24 December 2021
BSF Enterprise
PLC
C/o Locke Lord LLP
201 Bishopsgate
London EC2M 3AB
BSF Enterprise PLC - BSFA
24 December 2021
Acquisition Announcement
BSF Enterprise PLC attach herewith an Acquisition Announcement containing
Proposed Acquisition of 3D Bio-Tissues Limited and a Proposed Placing of
ordinary shares to raise up to £1.75 million.
This announcement has been authorised for release by the Board of Directors.
Geoff Baker
Company Secretary
BSF Enterprise PLC
Ph 0208 194 9201
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY
MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ANY JURISDICTION.
24 December 2021
BSF Enterprise plc
("BSF" or the "Company")
Proposed Acquisition of 3D Bio-Tissues Limited
Proposed Placing of Ordinary Shares to raise up to £1.75 million
BSF Enterprise plc (LSE: BSFA), the investment company established to acquire
businesses focused on early-stage opportunities in the biotechnology,
innovative marketing and e-commerce sectors, is pleased to announce that
further to the announcement of 16 August 2021, the Company has now entered
into a conditional share sale and purchase agreement (the "Acquisition
Agreement") to acquire the entire issued share capital of 3D Bio-Tissues
Limited ("3DBT") in consideration for the allotment and issue to the Sellers
of an aggregate of 33,900,003 Consideration Shares (the "Acquisition").
3DBT, a private company limited by shares, incorporated and registered in
England and Wales, is a biotechnology spin out from Newcastle University (UK)
founded by Professor Che Connon and Dr Ricardo Gouveia. 3DBT's research and
product development is focused on producing biological tissue material, such
as meat and skin, for clinical and consumer use. Specialised technology
enables 3DBT to apply bio-focused manufacturing processes to generate complex
structures such as corneas for the human eye.
The Company also proposes to carry out a Placing of new Ordinary Shares to
raise funds of up to £1.75 million (before expenses) to finance the next
phase of its development (including marketing and sales avenues for serum
alternatives and cosmetics) and working capital. As such, the Acquisition is
conditional, inter alia, on a successful Placing.
Should the Acquisition complete, it will constitute a Reverse Takeover under
the Listing Rules and accordingly the Company intends to apply for the
re-admission of its shares to the Official List and the Main Market of the
London Stock Exchange. The Company's shares remain suspended from trading
pending the publication of a prospectus prepared in accordance with the
Prospectus Regulation Rules of the FCA and approved by the FCA, or an
announcement that the Acquisition is not proceeding.
A circular together with a notice convening the General Meeting to approve the
Resolutions (which shall include the Whitewash Resolution) will be posted
to Shareholders in due course.
Key Highlights of the Acquisition
● Acquisition of 3DBT for a consideration of £2.5 million, to be
satisfied by the issue of 33,900,003 Consideration Shares at 7.37 pence
each per share;
● 3DBT has developed a proprietary platform technology termed
"tissue templating" that facilitates the production of a variety of animal
tissue types for multiple uses, commonly referred to as "tissue
engineering".
● 3DBT has developed, amongst other intellectual property, the
following:
o Serum-free media: 3DBT's City-mix™ supplements, which are a serum-free
media for culturing muscle and fat cells (by way of an animal-free process)
that can be used for lab -grown meat and leather production; and
o Skin Care Products: Lipopeptide Etsyl™ a product that actively
increases collagen production in human skin cells. It can be used as an
active ingredient in cosmetic skin cream and other topical dermatological
products.
● 3DBT's business model is to develop intellectual property
around each of its applications, and to then licence out the
patent-protected intellectual property to manufacturers, wholesalers and
distributers of the end products. 3DBT currently manufactures product for
serum-free media and an active ingredient for skin care products.
Further announcements will be made in due course, as appropriate.
Enquiries:
BSF Enterprise plc
Ph 0208 194 9201
For further information, please visit www.bsfenterprise.com.
LEI: 2138007PJT69H8FYLC06
This announcement contains inside information for the purposes of Article 7 of
the UK version of Market Regulation (EU) No 596/2014 on Market Abuse as it
forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via Regulatory Information Service, this
inside information is now considered to be in the public domain.
DISCLAIMER
Shard Capital Partners LLP ("Shard Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (FRN:
538762), is acting as broker to the Company in relation to the Placing.
Persons receiving this announcement should note that Shard Capital will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for advising any other person on the
arrangements described in this announcement. Shard Capital has not
authorised the contents of, or any part of, this announcement and no
liability whatsoever is accepted by it for the accuracy of any information
or opinion contained in this announcement or for the omission of any
information.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations
concerning, amongst other things, the amount of capital which will be returned
by the Company and the taxation of such amounts in the hands of Shareholders.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.
The information given in this announcement and the forward-looking statements
speak only as at the date of this announcement. The Company, Shard Capital
and their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statement
contained in this announcement to reflect actual results or any change in
the assumptions, conditions or circumstances on which any such statements
are based unless required to do so by the Financial Services and Markets Act
2000, the Listing Rules, the Prospectus Regulation Rules or other
applicable laws, regulations or rules.
The Existing Ordinary Shares and the New Ordinary Shares have not, nor will
they be, registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States or under the applicable securities
laws of Australia, Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the Company may
not be offered or sold directly or indirectly in or into the United States
unless registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the US
Securities Act or subject to certain exceptions, into Australia, Canada, Japan
or the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa. The Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. All of the
value of an investor's investment in the Company will be at risk. Past
performance is not a guide to future performance and the information in this
circular or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing advice should
contact a professional adviser.
INTRODUCTION
Background to and reasons for the Acquisition
The Company was incorporated on 5 September 2018 with the objective of
creating value for its Shareholders through an acquisition-led growth
strategy with a focus on acquiring businesses in the biotechnology, innovative
marketing and e-commerce sectors. The Company's Ordinary Shares were
admitted to trading on the Official List with a Standard Listing on 26 July
2019 when it raised £767,000 via a placing at 5 pence per ordinary
share. On 16 August 2021 trading in the Ordinary Shares on the Official
List was suspended in accordance with the Listing Rules following an
announcement made by the Company in relation to the potential Acquisition.
The Company believes that the acquisition of 3DBT presents a compelling
potential value opportunity for the Company as it allows it to acquire
technology which has benefitted from the development of products now leading
into commercial terms with partners and licensing partners.
History of 3DBT
3DBT is a biotechnology start-up and spin-out from Newcastle University (UK)
It was founded by Professor Che Connon and Dr. Ricardo Gouveia on 8 November
2018. Professor Che Connon has over 20 years' experience in extracellular
matrix biology and is currently a professor of tissue engineering at the
Newcastle University (UK). He has successfully spun-out three biotechnology
companies. Dr. Ricardo Gouveia is a New Harvest Research Fellow and expert in
cell biology and biomaterials.
3DBT has developed a proprietary platform technology termed "tissue
templating" that facilitates the production of a variety of animal tissue
types for multiple uses, commonly referred to as "tissue engineering". Tissue
templating technology is bio-inspired, i.e., its methodology has been learnt
by careful study of how cells behave in their natural environs (principally
undertaken at Newcastle University with UK government funding). This
bio-inspired approach radically differs from traditional tissue engineering
approaches as it uniquely harnesses the power of cells to grow and create the
entire tissue and does not involve the use of synthetic scaffolds.
The intellectual property of 3DBT relates, in part, to the ways cells receive
instructions from their external environment and the subsequent arrangement of
these cells as well as the highly ordered extracellular material the same
cells deposit. Together, these processes create a functional tissue structure
resembling down to the nanoscopic level the tissue from which the original
cells were taken, e.g., cornea, muscle or skin. During the research and
development of these 3DBT tissue constructs, significant and unexpected
discoveries were made in the form of soluble components that sped up the
tissue templating process. Human tissue growth in nature can take months or
years to fully form, but 3DBT has found ways to accelerate this in the lab
using patented (application stage) soluble factors. The Company believes that
these potent cell and tissue forming factors could be stand-alone products for
3DBT, acting as early revenue streams ahead of the longer-term plans for the
3DBT tissue constructs. Therefore, the City-mix(TM) serum-free media and
Etsyl(TM) skin care product lines were created by 3DBT.
City-mix(TM) is a plant-based and environmentally-friendly direct replacement
to the expensive animal-derived or synthetic proteins and growth factors
commonly used in the culture of animal cells. Uniquely, 3DBT's City-mix(TM)
products offer a cost-effective animal-free alternative to animal serum for
the expansion of important cell types. Etsyl(TM) is another supplement which
stimulates collagen production from cells and holds great promise as an active
ingredient in high-end skin care products.
3DBT has undertaken research and development activities to date that have
resulted in three strands of intellectual property being developed, with
each strand having a different sectoral focus, timeline to development and
ultimately, revenue. 3DBT has developed intellectual property in the
following sectors:
• Serum-free media: 3DBT's City-mix™ is a
serum-free media for culturing muscle and fat cells (by way of an
animal-free process) which can be used for lab-grown meat and leather
production;
• Skin Care Products: Lipopeptide Etsyl™ is a
product that actively increases collagen production in human skin cells. It
can be used as an active ingredient in cosmetic skin cream and other
topical dermatological products;
• Tissue Templating Applications (using
a platform to grow different tissues with natural structure and function)
in respect of the following:
-Human skin substitutes: native-like human skin substitutes, for clinical and
industrial applications;
-Substitute cornea: a potential corneal substitute which is made from human
cells in Serum-Free Media. Its purpose is to function as a comparable and a
direct replacement to human corneal donor tissue;
-Cultured meat: highly structured muscle tissue for use in the cultivated
protein market produced through the cultivation of animal cells; and
-Lab-grown leather: lab-grown leather which is an alternative source of
animal leather.
Strategy for the Enlarged Group
3DBT's business model is to develop intellectual property around each of
its applications, and to then licence out the patent-protected
intellectual property to manufacturers, wholesalers and distributers of the
end products. 3DBT currently manufactures product for serum-free media and
an active ingredient for skin care products.
KEY TERMS OF THE ACQUISITION
Pursuant to the Acquisition Agreement, the Company has conditionally agreed to
acquire the entire issued share capital of 3DBT. The consideration for the
entire issued share capital will consist entirely of the issue of the
Consideration Shares to the Sellers.
The Consideration Shares to be issued pursuant to the Acquisition will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares in issue, including the right to receive all future dividends
or other distributions declared, made or paid after the date of issue. The
Acquisition Agreement contains customary warranties and indemnities relating
to 3DBT and its business and assets, given by the Warrantors in relation to
general and operational warranties and a customary tax covenant in favour of
the Company. Claims under the Acquisition Agreement are subject to certain
financial, time and other limitations. The Company has also given warranties
in favour of the Sellers relating to its status, business, assets and
financial information.
The Acquisition Agreement may be terminated by the Company in certain
customary limited circumstances, including where the Company becomes aware
of a material breach of warranty or material breach of interim covenant
prior to Admission. The Acquisition Agreement may also be terminated by the
Sellers in event of material breach of the warranties given by the Company.
Conditions of the Acquisition
Completion of the Acquisition is conditional, inter alia, upon:
● approval by the FCA, and the publication, of a Prospectus relating
to the issue of the Consideration and Placing Shares;
● the Takeover Panel agreeing to grant a waiver of the obligation of
the members of the Concert Party under Rule 9 of the City Code;
● the passing of the Resolutions at the General Meeting;
● the Consideration Shares and the Placing Shares having been issued
and allotted unconditionally subject only to their Admission;
● the Placing having become unconditional in all respects save for
any condition relating to Admission;
● there having occurred in the period between the signing date and
Completion no material breach of any of the Warrantors' interim covenants in
the Acquisition Agreement, no material breach of warranties and no material
adverse change in relation to 3DBT; and
● Admission.
If the conditions are not satisfied or waived (if capable of waiver) on or
before the 28 February 2022 (or such later date as the Company and the
Sellers' representative may agree), the Buyer and the Sellers' representative
shall meet in good faith and cooperate to agree a course of action, failing
such agreement within 20 Business Days of such notice, the Buyer shall be
entitled to terminate this Agreement (save for certain customary provisions
which shall survive termination).
Lock-in undertaking
Pursuant to the Acquisition Agreement, the Sellers and the Existing Directors
shall also enter into a lock-in agreement with the Company conditionally on
Admission on standard terms. Under the lock-in agreement, each Locked-in Party
will severally agree that it will not, without the consent of the Company,
dispose of the legal or beneficial interest in the Ordinary Shares or grant a
right or charge over such Ordinary Shares for a period of 12 months from
Admission.
PROPOSED PLACING
In conjunction with the Acquisition and subject to Admission, the Company
proposes to raise up £1.75 million, before expenses, via a placing to
institutional and other investors. The Placing is expected to take place at
the Placing Price of 7.37 pence per share.
The Company has engaged Shard Capital to act as the Company's placing agent
and adviser for the purposes of the Placing. The Placing is not expected to
be underwritten. The Placing is expected to be conditional, inter alia, on:
● the Acquisition Agreement becoming unconditional in all respects
save for Admission;
● the Takeover Panel agreeing to grant a waiver of the obligation of
the members of the Concert Party under Rule 9 of the City Code;
● approval by the FCA of the Prospectus and the publication of the
Prospectus;
● the Resolutions being passed at the General Meeting; and
● Admission occurring no later than 8:00 a.m. on 28 February 2022.
BOARD COMPOSITION
At Completion, it is expected that Professor Che John Connon be appointed a
director of the Company. None of the Existing Directors are expected to
resign.
Professor Connon is Director of Business Development for the Faculty of
Medical Sciences, Newcastle University (UK) and will continue in this role
following Completion. He has lead a word leading academic research
team that seeks to engineer functional replacement tissues using a cell
derived, bio-inspired approach. He was the first to 3d bio-print a human
cornea and understand the bio-mechanical properties of the corneal stem cell
niche.
Professor Connon has received continuous UK government research funding since
2007 and has published over 100 papers in international journals and has
edited several books in regenerative medicine, stem cell bioprocessing and
hydrogels in tissue engineering. Professor Connon has embraced academic
entrepreneurial activities and has successfully founded (and remains a
Director of) three Bio-tech spin-outs from Newcastle University (UK),
comprising:
· Atelerix. Ltd a company that supplies hydrogels for the storage
and shipment of cells at controlled room temperature for clinical and
scientific purposes.
· 3D Bio-Tissues Ltd has developed a powerful platform that
allows for the production of structured tissues.
· CellulaREvolution Ltd supplies technologies to assist in the
manufacture of adherent cells for biotechnology needs.
TAKEOVER PANEL
The Company is subject to the City Code. Under Rule 9 of the City Code, any
person who acquires an interest (as defined in the City Code) in shares
which, taken together with shares in which he is already interested in and
which persons acting in concert with him are interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the City Code, is
required to make a general offer to all the remaining shareholders to acquire
their shares.
Following Completion, it is expected that the Concert Party would be
interested in more than 50 per cent. of the Enlarged Issued Share Capital.
Accordingly, the Acquisition is conditional upon the passing of the Whitewash
Resolution at the General Meeting. The proposed Whitewash Resolution is also
conditional on the Takeover Panel consenting to the whitewash under Rule 9 of
the City Code and their approval of the circular to shareholders convening the
General Meeting. The Takeover Panel's agreement to grant a waiver under Rule 9
of the City Code will (if granted) be subject to the approval, by means of a
poll vote by the eligible Existing Shareholders, of the Whitewash Resolution.
A circular together with a notice convening the General Meeting to approve the
Resolutions (which shall include the Whitewash Resolution) will be posted to
Shareholders in due course.
INDEPENDENT DIRECTOR
Min Yang and Geoffrey Baker are directors of the Company and are also
directors of 3DBT. Min Yang and Geoffrey Baker are also directors of
BSF Angel Funding Limited, a shareholder of 3DBT (being, therefore, a
Seller and a Warrantor) and are members of the Concert Party. Dennis Ow
has been appointed as an independent director of the Company to manage any
such conflicts of interests and to ensure that the terms of the Acquisition
have been negotiated and agreed on an arm's length basis. Any matters on
which Min Yang and/or Geoffrey Baker have a conflict of interest have been
and will continue to be delegated to and considered by Dennis Ow.
Under the City Code this precludes Min Yang and Geoffrey Baker from providing
any opinion or recommendation in respect of the proposed waiver of Rule 9 and
the Whitewash Resolution, which will be a matter for the Independent Director.
As members of the Concert Party they are also excluded from voting in their
capacity as Shareholders on the Whitewash Resolution.
As required by the City Code, Dennis Ow, the Independent Director, is
obtaining competent independent advice regarding the merits of the
Acquisition, which will be the subject of the Whitewash Resolution, the
controlling position which it will create, and the effect which it will have
on Shareholders generally.
PROSPECTUS
In order to implement the Acquisition, the Placing and Admission, the Company
is required to have approved by the FCA and to publish a Prospectus, prepared
in accordance with the Prospectus Regulation Rules which sets out, inter alia,
further information on the Acquisition, the Placing and Admission and the
Enlarged Group. Subject to obtaining FCA approval, the Prospectus will be
available at the Company's website: www.bsfenterprise.com as soon as
practicable following its publication and a further announcement will be made
in due course.
GENERAL MEETING
Completion of the Acquisition, the issue of Consideration Shares, the Placing
and certain related matters require the approval of Shareholders at a general
meeting of the Company.
At the General Meeting, it is expected that the Resolutions proposed will,
inter alia, comprise resolutions:
● To approve the Whitewash Resolution.
● To grant the directors general authority to allot the
Consideration Shares and the Placing Shares referred to in this announcement
and a further authority to allot shares calculated by reference to the
Enlarged Issued Share Capital.
● To disapply statutory pre-emption rights in connection with the
allotment of the Consideration Shares and the Placing Shares to in this
announcement and a further authority to allot shares calculated by reference
to the Enlarged Issued Share Capital.
A notice convening the General Meeting to approve the Resolutions will be
posted to Shareholders in due course, subject to obtaining the approval of the
Takeover Panel.
DEFINITIONS
Acquisition the proposed acquisition by the Company of the entire issued share
capital of 3DBT pursuant to the terms of the Acquisition Agreement;
Acquisition Agreement means the conditional agreement dated 23 December 2021 made between the
Company and the Sellers relating to the Acquisition;
Admission means the re-admission of the Existing Ordinary Shares and the admission of
the New Ordinary Shares to the Official List by way of a Standard Listing and
to trading on the London Stock Exchange's Main Market for listed securities;
Business Day means any day other than a Saturday, Sunday or UK bank or public holiday that
is also a day on which dealings in domestic securities may take place on, and
with the authority of, the London Stock Exchange;
City Code the City Code on Takeovers and Mergers;
Company means BSF Enterprise plc, a company incorporated in England & Wales whose
registered office address is at C/o Locke Lord (UK) LLP, 201 Bishopsgate,
London EC2M 3AB with company number 11554014;
Completion means completion of the Acquisition;
Concert Party means Sellers and certain existing Shareholders considered by the Company and
its advisers (subject to agreement by the Panel) to be acting in concert;
Consideration Shares means the 33,900,003 new Ordinary Shares to be issued and allotted to the
Sellers at the Placing Price pursuant to the terms of the Acquisition
Agreement;
Directors, Board or Board of Directors means the current directors of the Company or the board of directors from time
to time of the Company, as the context requires, and "Director" is to be
construed accordingly;
Enlarged Group means, with effect from Completion, the Company and 3DBT;
Enlarged Issued Share Capital means the share capital of the Company immediately following the issue of
the New Ordinary Shares;
Existing Directors means Min Yang, Geoffrey Robert Baker and Dennis Ow;
Existing Ordinary Shares means the 36,900,000 Ordinary Shares of £0.01 each in issue as at the date
of this announcement;
FCA means the UK Financial Conduct Authority;
FSMA means the UK Financial Services and Markets Act 2000, as amended;
£, pounds sterling or GBP means British pounds sterling;
General Meeting the general meeting of the Company at which, inter alia, the Resolutions will
be proposed;
Independent Director Dennis Ow;
Independent Shareholders all Shareholders other than the members of the Concert Party;
Listing Rules means the listing rules made by the FCA under section 73A of FSMA as amended
from time to time;
Locked-in Parties means the Sellers and the Directors of the Company holding Ordinary Shares or
interests in Ordinary Shares as at the date of Admission;
London Stock Exchange means London Stock Exchange plc;
Main Market means the main market for listed securities of the London Stock Exchange;
Market Abuse Regulation or MAR the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA) and the relevant provisions of the EU
Market Abuse Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares and the Consideration Shares;
Official List means the official list maintained by the FCA;
Ordinary Shares means the ordinary shares of £0.01 each in the capital of the Company
including, if the context requires, the New Ordinary Shares;
Placing means the proposed placing of the New Ordinary Shares by the Company at the
Placing Price, conditional inter alia on Admission;
Placing Price means 7.37 pence per New Ordinary Share;
Placing Shares means the new Ordinary Shares proposed to be issued and allotted pursuant
to the Placing;
Proposed Director means Professor Che John Connon;
Prospectus means the prospectus relating to the Acquisition, the Placing, Admission and
the Enlarged Group;
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of the FSMA;
Regulated Activities Order the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
(as amended)
Resolutions means the resolutions to be put to the Shareholders at the General
Meeting;
Restricted Jurisdiction means the United States, Canada, Japan, Australia and the Republic of South
Africa;
Reverse Takeover means a reverse takeover as defined in the Listing Rules;
SEC means the U.S. Securities and Exchange Commission;
Securities Act means the U.S. Securities Act of 1933, as amended;
Sellers means Professor Che Connon, Dr Ricardo Gouveia, Newcastle University Holdings
Limited and BSF Angel Funding Limited, being together all of the
Sellers of the entire issued share capital of 3DBT pursuant to the
Acquisition Agreement;
Shard Capital Shard Capital Partners LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN: 538762);
Shareholders means the holders of Ordinary Shares;
Standard Listing means a standard listing under Chapter 14 of the Listing Rules;
Takeover Panel the Panel on Takeovers and Mergers;
United Kingdom or U.K. means the United Kingdom of Great Britain and Northern Ireland;
United States or U.S. means the United States of America;
US$ or USD US dollars, the lawful currency of the United States of America;
Warrantors means Professor Che John Connon, Ricardo Gouveia and BSF Angel Funding
Limited, being certain of the Sellers; and
Whitewash Resolution means the ordinary resolution of the Independent Shareholders to be taken on a
poll to approve the waiver by the Panel of the obligation that would otherwise
arise on the Concert Party to make a general offer under Rule 9 of the City
Code to be proposed at the General Meeting.
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