REG - Imaging Biometrics - Purchase of Kirkstall and CLN with Truetide plc

Imaging BiometricsAnnouncement

14/10/2025 07:00

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RNS Number : 1881D  Imaging Biometrics Limited  14 October 2025

14 October 2025

 

Imaging Biometrics Limited

("IBAI" or the "Company")

 

Purchase of Kirkstall Limited and CLN with Truetide plc

 

Imaging Biometrics Limited (LSE: IBAI), is pleased to announce the purchase of
86.11% of the issued share capital of Kirkstall Limited ("Kirkstall") from
Truetide plc ("Truetide"), the AIM-listed investment company.  Kirkstall has
developed Quasi Vivo™, an advanced interconnected cell culture flow system,
engineered to provide in vivo-like conditions for cell growth. Its patented
technology is used by researchers in academia and drug development and
provides a way to model the behaviour of multiple human organs interconnected
by a system that mimics the flow of blood in the body. It can significantly
increase the physiological relevance of research, helping users generate more
accurate models and greatly improve confidence in the validity of their
results. The QV1200 system replicates the human physiology more effectively
than non-flow systems.

 

Under the terms of a share purchase agreement dated 10 October 2025 (the
"SPA"), IBAI has agreed to purchase 86.11% of Kirkstall's entire issued share
capital. Following completion of the sale, Kirkstall's shareholder agreement
includes drag-along provisions that would enable IBAI to acquire the remaining
shares in Kirkstall not covered by the SPA. It is anticipated that IBAI will
exercise these provisions to acquire 100% ownership of Kirkstall.

 

The total consideration for the acquisition of 100% of Kirkstall's entire
issued share capital is £170,000 equivalent to £0.015717 per Kirkstall share
(the "Consideration"). £146,421.41 of the Consideration is payable to
Truetide ("Truetide's Consideration") and will be satisfied by the issuance of
an unsecured Convertible Loan Note (the "CLN") by IBAI to Truetide. The CLN
has a principal value of £170,000, and the balance of £23,578.59, which is
not Truetide's Consideration, will be subscribed for by Truetide in cash. The
cash element will be used by IBAI to pay the remaining shareholders in
Kirkstall.

 

The CLN bears interest at 6% per annum, which will accrue and be added to the
loan balance. It is unsecured and subordinated, and may be converted into
Ordinary Shares of IBAI at the discretion of Truetide, in whole or in part, at
the lower of £0.075 (subject to a General Meeting to change the Company's par
value) or the subscription price of any fundraising completed by IBAI prior to
conversion. The final redemption date is 31 December 2027.

 

Under the terms of the CLN, Truetide may not issue a conversion notice if
doing so would result in Truetide, together with any persons deemed to be
acting in concert with it (as defined in the UK Takeover Code), holding 30% or
more of IBAI's issued share capital (as enlarged by such conversion).

 

Kirkstall's sales of QV1200 are beginning to grow and move beyond its
established UK university customer base. A key target for its products is the
US market and to support this, Kirkstall really needs a US partner. We believe
that IBAI has the market knowledge and expertise to support Kirkstall's future
growth.

 

Related Party Considerations

Truetide holds a 29.35% interest in the Company, and Trevor Brown is an
executive director of both IBAI and Truetide and holds a 27.99% interest in
Truetide.

The entry by IBAI and Truetide into the SPA and CLN constitutes a material
related party transaction for the purposes of DTR 7.3 and was, accordingly,
voted upon by the statutory directors of IBAI (the "Directors") deemed
independent in relation to the SPA, comprising Dr Al Musella, Brett Skelly and
Michael Schmainda (excluding Trevor Brown, who constituted a "related party"
(as such term is defined in IFRS)), and such independent Directors consider
the material related party transaction in respect of the SPA and CLN to be
fair and reasonable from the perspective of the Company and holders of
Ordinary Shares ("Shareholders") who are not a related party. Shareholders
should note Trevor Brown recused himself from all deliberations concerning the
SPA and CLN, ensuring robust governance and full compliance with applicable
regulatory standards. These steps reflect the Company's ongoing commitment to
transparent corporate governance and robust Shareholder protections

 

The Directors of the Company accept responsibility for the contents of this
announcement.

-ENDS-

 

 

For further information:

 Imaging Biometrics Limited                                 Tel: 01738 587555
 Trevor Brown/Dr Al Musella/Brett Skelly/Michael Schmainda

 Peterhouse Capital Limited                                 Tel: 020 7469 0936

 

 

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