REG - Microsaic Systems - Update on Prospective Acquisition, Fundraise & GM

Microsaic SystemsAnnouncement

20/12/2023 12:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231220:nRST4963Xa&default-theme=true

RNS Number : 4963X  Microsaic Systems plc  20 December 2023

20 December 2023

Microsaic Systems plc

("Microsaic" or the "Company")

 

Prospective Acquisition and Revised Fundraising,

General Meeting and Timetable, Current Funding

 

 

Capitalised terms in this announcement carry the same meaning

as in the RNS dated 14 December 2023 unless the context indicates otherwise

 

 

Prospective Acquisition

 

Further to the Company's prior announcement on 14 December 2023, Microsaic
confirms that it has today entered into an Exclusivity Agreement with
DeepVerge plc ("DeepVerge") granting Microsaic a period of exclusivity in
respect of the potential purchase of certain assets of DeepVerge's Modern
Water business ("Exclusivity Period"). The assets broadly comprise equipment
for the laboratory-based manufacturing of bio-reagents used in related water
testing equipment, currently based at DeepVerge's York laboratory, and include
all IP and rights to the related testing equipment including LX, FX and
Continuous Toxic Measuring (CTM) machines and water membrane technology (the
"Business").

 

The granting of the Exclusivity Period follows the making by Microsaic to
DeepVerge of an indicative outline proposal to purchase the Business for a
payment of £100,000 in cash, which would be payable to DeepVerge on
completion (the "Proposal").

The Exclusivity Period runs until the earlier of (a) 16 January 2024, (b) the
signature of a legally binding sale and purchase agreement between Microsaic
and DeepVerge for the Business (the "Transaction"), or (c) withdrawal of the
Proposal by Microsaic.

No consideration has been paid by Microsiac for the granting of the
Exclusivity Period.

During the Exclusivity Period, DeepVerge shall not solicit, advertise, market
or enter any other negotiations, arrangements, options or agreements with any
third parties relating to the sale of the Business and shall not agree to
complete, or complete, the Transaction with any party other than with
Microsaic.

The Exclusivity Period may be extended at the discretion of DeepVerge for a
further period to enable the Transaction to be finalised.

The Exclusivity Period is designed to provide Microsaic with time to conclude
its due diligence, obtain binding commitments for its Revised Fundraising (as
defined in the Company's RNS dated 14 December 2023, including working capital
for the expanded business and the consideration for the Transaction), and to
negotiate and sign a detailed sale and purchase agreement with DeepVerge.
There is no guarantee that the Transaction will occur, or that the outline
terms indicated in the Proposal will be those on which a binding agreement is
signed.

Microsaic director Dr Nigel Burton is also a director of DeepVerge. Robert
(Bob) Moore is the only independent director of Microsaic with regard to the
Transaction. Given his conflict of interest, Dr Burton is not involved in the
consideration of the Transaction for either Microsaic.

Microsaic anticipates that the Transaction, if entered into, would constitute
a related party transaction for the Company under the AIM Rules for Companies
(the "AIM Rules") and would therefore require treatment in accordance with AIM
Rule 13 (related party transactions) [and as a substantial transaction in
accordance with AIM Rule 15].

 

Revised Fundraising, General Meeting and Timetable

Funding for the Transaction is expected to be procured via the Revised
Fundraising. As previously indicated, the Company yesterday adjourned its
General Meeting which has been convened to enable the Company to undertake the
Share Capital Re-organisation, amend its Articles and obtain the necessary
authorities from shareholders to implement its fundraising requirements.

Microsaic will shortly provide an update to Shareholders in relation to the
revised date for the General Meeting, and the expected timetable of principal
events relating to the Revised Fundraising and the proposed Acquisition.

 

Current Funding

Microsaic has recently realised a small amount of cash from the sale of
tangible assets, and as a result has sufficient cash runway for the duration
of the Exclusivity Period, during which it also expects to conclude the
Revised Fundraising as well as the Transaction. Completion remains subject,
inter alia, to the restoration of the Company's shares to admission to trading
on AIM, and other factors as described in the announcement of 4 December 2023.

 

Further updates will be provided as appropriate.

 

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

 

Enquiries:

Microsaic Systems
plc
+44 (0)1483 751 577

Bob Moore, Acting Executive Chairman

 

Singer Capital Markets (Nominated
Adviser)
+44 (0)20 7496 3000

Aubrey Powell / Angus Campbell / Oliver Platts

 

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

Andy Thacker / James Pope

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBDBDDCBDDGXG