REG - Microsaic Systems - Acquisition, Update & Change of Registered Office

Microsaic SystemsAnnouncement

12/01/2024 16:30

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RNS Number : 5915Z  Microsaic Systems plc  12 January 2024

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
publication of this announcement via a Regulatory Information Service, this
information is considered to be in the public domain. Investors who have
participated in a market sounding exercise in relation to the Placing will
have received additional inside information in relation to the Placing and
will be cleansed on that inside information upon announcement of the Placing,
at which point additional disclosures will be released to the market, prior to
the planned restoration of the Company's New Ordinary Shares to trading on AIM
and Admission of the Placing Shares.

 

 

12 January 2024

Microsaic Systems plc

("Microsaic" or the "Company")

 

Acquisition, Update & Change of Registered Office

 

Capitalised terms in this announcement carry the same meaning as in the
Circular

or subsequent announcements, unless the context indicates otherwise

 

Microsaic Systems plc (AIM: MSYS), the developer of micro-electronic
instruments and analytical solutions, announces that its due diligence in
connection with the purchase of certain assets of the Modern Water business
previously operated by DeepVerge and certain of its subsidiary companies (the
"Assets") has now concluded and the Acquisition Agreement has been entered
into with DeepVerge. The Company also provides an update below on the expected
timing for concluding firm commitments on the Placing, the publication of the
Annual Report and Interim Results, Restoration and Admission.

 

Acquisition

 

The Company has today executed and exchanged the Acquisition Agreement with
DeepVerge plc and Innovenn UK Limited to acquire certain Assets for a total
consideration of £100,000 ("Acquisition"), at completion ("Completion").

 

The Assets comprise the trade and all equipment used by the Modern Water
business relating to the manufacturing of the Microtox® bio-reagents, related
trade names, intellectual property, design and all manufacturing rights for
water testing equipment using Microtox® bio-reagent as a consumable known as
the FX, LX and Continuous Toxic Measurement (CTM) machines.

 

Completion is subject to various conditions including admission to trading on
AIM ("Admission") of the placing shares to be issued by way of a placing
arranged by TPI ("Placing Shares")  and the delivery of several intellectual
property assignments by no later than 24 January 2024. At Completion the
assets will be transferred to the Company and the consideration of £100,000
paid to the sellers.

 

Completion of the Acquisition is expected to become effective by no later than
24 January 2024, following Restoration (the restoration to trading on AIM of
the Company's New Ordinary Shares following the Capital Reorganisation) and
Admission, both of which are expected on Tuesday 16 January, 2023.

 

A further announcement will be made once Completion of the Acquisition has
occurred.

 

Related Party Transaction

 

As previously announced, Dr Nigel Burton, Non-executive Director of the
Company, is also a director of DeepVerge and therefore the Acquisition
constitutes a related party transaction for the Company pursuant to Rule 13 of
the AIM Rules. Bob Moore being the independent director of the Company for the
purposes of negotiating and concluding the Acquisition and the requirements of
AIM Rule 13, having consulted with Singer Capital Markets Advisory LLP as the
Company's nominated adviser, considers the terms of the Acquisition to be fair
and reasonable insofar as the Company's shareholders are concerned.

 

Revised Fundraising

 

As previously announced on 4 January 2024, the Company is finalising binding
commitments for the Revised Fundraising, being executed by way of the Placing
arranged via TPI, and expects to confirm no later than Monday 15 January that
it has obtained conditional funding in excess of the revised minimum amount
needed for the Acquisition consideration and for the working capital purposes
of the enlarged business.

 

Publication of Annual Report & Interim Results

 

Completion of the Revised Fundraising remains conditional upon, inter alia,
the publication of both the Annual Report and the Interim Results, in order to
be compliant with the requirements of the AIM Rules for Companies in terms of
financial reporting. The Company expects to publish the Annual Report &
Interims Results after 5.00 p.m. on Monday 15 January, 2024.

 

Restoration and Admission

 

Assuming completion of the above items, inter alia, the Company intends to
seek restoration of its New Ordinary Shares to trading on AIM with effect from
7.30 a.m. on Tuesday 16 January, 2024 and has applied for Admission of the
Placing Shares to trading on AIM with effect from 8.00 a.m. on Tuesday 16
January 2024.

 

In the event that the Company is unable to proceed with Revised Fundraising or
otherwise satisfy any of the necessary prior conditions for Restoration and
Admission, then admission of the Company's shares to trading on AIM would be
cancelled and a further announcement made in that regard.

 

Change of Registered Office

 

Microsaic Systems plc announces that the registered office of the Company has
been changed to 1-5 Park Road, Caterham, Surrey, CR3 5TB.

 

 

Enquiries:

 Microsaic Systems plc                            +44 (0) 20 3657 0050

 Bob Moore, Acting Executive Chairman             via TPI

 Singer Capital Markets                           +44 (0)20 7496 3000

(Nominated Adviser & Joint Broker)

 Aubrey Powell / Angus Campbell / Oliver Platts

 Turner Pope Investments (TPI) Limited            +44 (0) 20 3657 0050

(Joint Broker)

 Andy Thacker / James Pope

 

About Microsaic Systems

Microsaic has over 20 years' experience in microelectronics and development of
instrumentation. The Company has a robust and innovative patent portfolio in
cutting-edge technology designed and developed for "Industry 4.0" application
serving markets in diversified Industries, Human and Environmental Health.
Microsaic's system solutions have enabled analytical detection and
characterisation at the point-of-need, whether within a conventional
laboratory setting, or within a bioprocessing facility for continuous
detection of data at multiple steps in the process workflow.

 

Microsaic's products and solutions are commercially available through global
markets via a network of regional and local partners, targeting its core
laboratory, manufacturing and point-of-need applications.

 

Indicative Timetable of Principal Events

 

 Event                                                                          Time and/or date ⁽¹⁾

 Latest date and time by which entry into the conditional Placing commitments   Prior to 3.30 p.m. on
 needs to announced for the Restoration and Admission to occur as indicated
15 January 2024
 below
 Publication of the Report and Accounts and Interim Results, and notification   After 5.00 p.m. on
 of the same
15 January 2024

 Restoration of New Ordinary Shares to trading on AIM                           7.30 a.m. on

16 January 2024

 Admission of the shares pursuant to the Revised Fundraising to trading on AIM  8.00 a.m. on

16 January 2024

 Completion of the Acquisition                                                  within 5 business days of this announcement

 Latest date for share certificates over                                        Within 10 days of

New Ordinary Shares to be dispatched
Restoration and

(where applicable)
Admission

 

Note:

⁽¹⁾   All of the times referred to in this announcement refer to London
time, unless otherwise stated, and are subject to change. In the event that
any key item takes longer to occur, Restoration and Admission may move to a
later date, in which case a further announcement would be made.

 

 

 

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