REG - MyHealthChecked PLC - Proposed Sale of Concepta Diagnostics Limited

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RNS Number : 1933D  MyHealthChecked PLC  14 October 2025

 

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.

 

MyHealthChecked PLC

("MyHealthChecked" or the "Company")

 

Proposed Sale of Concepta Diagnostics Limited

 

Designation as an AIM Rule 15 cash shell

Board Changes

Related Party Transaction

Publication of Circular and Notice of General Meeting

 

MyHealthChecked PLC (AIM: MHC), the consumer home-testing healthcare company,
announces that it has agreed the conditional sale of the Group's trading
subsidiary Concepta Diagnostics Limited ("Concepta") to Boots UK Limited
("Boots") for a total consideration of £2.375m ("the Disposal").

 

Concepta distributes and commercialises a range of at-home healthcare and
wellness tests and has developed an accompanying proprietary digital platform.
The Company has worked closely with Boots to develop its wellness portfolio
and digital offering since its launch in May 2023 and has developed the
platform to meet Boots' requirements since the relationship began in May 2021.

 

The Disposal

The Disposal, which is conditional upon shareholder approval, will be on a
cash free, debt free basis for a total cash consideration to be paid on
completion of £2.375m ("Completion").  A circular setting out details of the
proposed disposal of Concepta (the "Circular") will be posted to shareholders
today.  The Circular also contains a notice a General Meeting to be held in
the Castle Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA, at
1.00 p.m. on 4 November 2025.

 

The Circular will be available online shortly at:
https://investors.myhealthchecked.com/investors/shareholder-information.asp
(https://investors.myhealthchecked.com/investors/shareholder-information.asp)

 

Upon Completion the Company is expected to become an AIM Rule 15 cash shell
with (unaudited) cash balances of approximately £5.7 million, after deducting
all expenses and costs associated with the Disposal.

 

The Board will carefully consider the strategic options available in order to
maximise Shareholder value. As the Chairman has experience in utilising cash
shells to acquire growing businesses, with a demonstrable record of increasing
shareholder value, this will include reviewing acquisition opportunities in a
variety of sectors as well as considering a return of cash to Shareholders.

 

Board Changes and Related Party Transaction

If the Resolutions proposed at the General Meeting are passed by Shareholders,
and the Disposal completes, Penelope McCormick will immediately resign from
the Board to join Boots as Managing Director of Concepta. At that point Adam
Reynolds will become Executive Chairman of the Company.

 

As part of Penelope McCormick's exit upon completion of the Disposal the
Company intends to pay an exit bonus to Penelope McCormick, accelerate the
vesting of certain existing share options and extend the exercise date of
those options, details of which are outlined in the Circular.

 

As Penelope McCormick is a director of the Company, she is deemed to be a
related party and therefore the related party disclosure and other
requirements under AIM Rule 13 apply in respect of the proposed exit bonus and
acceleration of the vesting of certain existing share options and extension
date of those options.

 

The Independent Directors of the Company (for these purposes being all the
directors other than Penelope McCormick), having consulted with the Company's
Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the
Exit Bonus and proposed amendment to Share Options to be fair and reasonable
insofar as the Company's shareholders are concerned.

 

Recommendation from Directors

As a standalone business, in its current form, the Company is likely to be
loss-making for the foreseeable future. As a result, the Board has concluded
that the disposal of Concepta for cash is in the best interests of
Shareholders and the Company as a whole. The Directors therefore unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
General Meeting as they intend to do in respect of their own beneficial
holdings currently amounting to 1.91% per cent. of the issued share capital of
the Company.

 

Commenting on Outlook Penny McCormick, Chief Executive Officer of
MyHealthChecked PLC, said:

"Although positive long-term growth is a realistic expectation for wellness
testing, the value potential can only be realised via distribution through a
variety of services; testing embedded as part of a wider healthcare ecosystem;
and the evolution of healthcare driven by government policy.

 

"During this past year, operational costs have not been offset by COVID sales,
demand for which has declined significantly, and despite growth in the sales
of wellness tests and tight cost controls, the loss for H1 of the current year
has been broadly comparable to the prior year.

 

"We have regularly updated Shareholders throughout the development of a
longstanding working relationship with Boots, which has potential to be a
significant player in the growth of home testing. As we look to the future, we
have identified Boots as the right partner to take forward the MHC portfolio
and drive home-testing as part of a wider range of healthcare services. As an
organisation with deep retail product knowledge and pharmacy expertise, the
board identified from the onset that a partnership with a trusted brand, with
digital reach and a bricks and mortar footprint would be essential in leading
the way in growing the sector. It is also clear that our digital platform
supports long-term growth potential by underpinning the end-to-end customer
journey, which firmly places testing as part of a wider service and product
offering and builds a longer-term relationship with the end customer.

 

"This is a very exciting time for consumer healthcare in the UK, and we are
delighted that our trusted portfolio and digital platform have been identified
as an enabler in the drive to offer meaningful health services in the future."

 

For further information contact:

 

 MyHealthChecked PLC                                                              www.myhealthcheckedplc.com (http://www.myhealthcheckedplc.com)
 Penny McCormick, Chief Executive Officer                                         via Walbrook PR

 SPARK Advisory Partners Limited (NOMAD)                                          Tel: +44 (0)20 3368 3550
 Neil Baldwin / Jade Bayat

 Dowgate Capital Limited (Broker)                        Tel: +44 (0)20 3903 7715
 David Poutney / Russell Cook

 Walbrook PR Ltd (Media & IR)      Tel: +44 (0)20 7933 8780 or myhealthchecked@walbrookpr.com
                                   (mailto:myhealthchecked@walbrookpr.com)
 Paul McManus / Alice Woodings                           Mob: +44 (0)7980 541 893 / +44(0)7407 804 654

 

About MyHealthChecked PLC (www.myhealthcheckedplc.com
(http://www.myhealthcheckedplc.com) )

 

MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK
healthcare company focused on a range of at-home healthcare and wellness
tests.

 

MyHealthChecked (http://www.myhealthchecked.com) is the umbrella brand of a
range of at-home rapid tests, as well as DNA, RNA and blood sample collection
kits which have been created to support customers on their journeys to
wellness. The tests are lateral-flow self-tests, whilst the sample collection
kits enable the collection of blood, urine, nasal or mouth swab samples that
are analysed in partner laboratories for a range of biomarkers. The tests have
been made available online and for over-the-counter purchase.

 

The MyHealthChecked portfolio has been identified as part of a change in
mindset as customers become more familiar with the concept of accessible
healthcare in the growing at home testing kit market with a focus on
accessibility at the right price, led by UK-based experts.

 

The following information has been extracted from the Circular

 

DISPOSAL OF CONCEPTA DIAGNOSTICS LIMITED

AND

NOTICE OF GENERAL MEETING

Introduction

 

This Circular sets out details of the proposed disposal by the Company's
wholly-owned subsidiary company, Fortis Cardiff Limited, of its wholly-owned
subsidiary, Concepta Diagnostics Limited (the "Disposal"), following
completion of which, the Company will become an AIM Rule 15 cash shell.

 

The purpose of this Circular is to provide you with the background to the
Disposal, and to explain why the Directors consider the Disposal to be in the
best interests of the Company and its Shareholders as a whole and why they
recommend that Shareholders should vote in favour of the Resolution to be
proposed at the General Meeting.

 

Shareholders are strongly recommended to read this Circular.

 

A notice convening a General Meeting to be held in the Castle Room at The
Maltings, East Tyndall Street, Cardiff, CF24 5EA, at 1.00 p.m. on 4 November
2025 is set out at pages 13 to 15 of this Document.

 

Background to and reasons for the Disposal

 

The principal activity of Concepta, is the distribution and commercialisation
of a range of at-home healthcare and wellness tests, and the development of an
accompanying proprietary digital platform.  The business was previously
carried out by Concepta's parent company, Fortis, but was acquired by Concepta
when the relevant trade and assets of Fortis were transferred to it under a
hive-down arrangement, in exchange for the issue of shares, in August 2025.
The hive-down took place to facilitate the sale of the business by creating a
new, 'clean' separate legal entity (Concepta) containing only the business and
assets of Fortis that the Buyer wished to acquire.

 

Following the commercialisation of an initial range of COVID testing services,
post-pandemic a range of at-home wellness tests were launched to retail by the
Group in May 2023.  Although the Board believes that there is positive
long-term growth potential for this product range, the category is still in
its infancy and awareness amongst potential end-users is limited. As an
organisation with deep retail product knowledge, the Board identified from the
onset that a partnership with a trusted established retail organisation, with
digital reach and a bricks and mortar footprint would be the key to unlocking
revenue potential in the UK market.  It was also clear that the key to long
term profitable growth was in the end-to-end customer journey, which firmly
placed testing as part of a wider service and product offering and built upon
a longer-term relationship with the end customer, enabling them to be informed
and guided on the question of 'what next?' for the healthcare journey.

 

As previously reported, we have worked closely with the Buyer to develop the
wellness portfolio and digital offering since its launch in May 2023, and have
developed the platform to meet their requirements since the relationship began
in May 2021. Our digital platform is able to integrate a wide portfolio of
products and is a critical enabler in the delivery of higher margin services
in the rest of the consumer wellness value chain. However, whilst testing
plays a critical role in unlocking value, it has become clear that testing
margins alone are insufficient to fund the investment required to generate
sustainable and profitable growth in this category within a reasonable
timescale.  As a standalone business, in its current form, the Company is
likely to be loss-making for the foreseeable future and therefore the Board
has concluded that the disposal of Concepta for cash is in the best interests
of Shareholders and the Company as a whole.

 

Details of the Disposal

The Company and the Seller have entered into a conditional agreement with the
Buyer (the "Disposal Agreement") pursuant to which the Seller has agreed to
dispose of Concepta for a consideration of £2.375 million to be satisfied in
cash.

 

The Disposal Agreement contains certain customary warranties (including tax
warranties) in favour of the Buyer, and the Seller has also agreed to
indemnify the Buyer in respect of certain liabilities. The Company has agreed
to guarantee the Seller's liabilities under the Disposal Agreement subject to
the same limitations of liability applicable to the Seller. The maximum
liability of the Seller for all warranty claims under the Disposal Agreement
(other than claims for certain fundamental warranties) shall not exceed the
consideration payable to it under the Disposal Agreement. The Buyer has
obtained a buy-side warranty and indemnity insurance policy which, subject to
certain exceptions, provides cover for claims against the Seller and/or the
Company up to £2.375 million.

 

The Disposal Agreement is conditional upon, amongst things, the Resolution
being passed at the General Meeting and there being no fact, matter, event or
circumstance, condition or change arising, occurring or being discovered which
amounts to a material adverse change or has a material adverse effect. If the
conditions are not satisfied, the Disposal Agreement will terminate. The
Company and the Seller are also subject to certain restrictive covenants
which, for a period of three years from completion of the Disposal, prevent
either of them from, amongst other things, competing with the business of
Concepta, soliciting or having business dealings with certain clients or
customers of Concepta, and soliciting key employees of Concepta.

 

The Disposal will represent a fundamental change of business for the Company.
This is because, should the Disposal proceed, the Company will become an AIM
Rule 15 cash shell.

 

Change of Name

A term of the Disposal Agreement is that the Company must change its name as
soon as reasonably practicable, and in any event within 2 Business Days of
completion of the Disposal, to a name that does not use the words
"myhealthchecked", as the associated intellectual property rights belong to
Concepta.

 

At a meeting of the Board, and in accordance with the powers granted to the
Board pursuant to article 4 of the Company's articles of association, the
Directors resolved to change the name of the Company subject to and with
effect from completion of the Disposal. A further announcement will be made in
due course informing Shareholders of the new name and the effective date of
the change.

 

Financial Information on Concepta Diagnostics Limited

As Concepta only acquired the trade and assets being disposed of from its
parent company, Fortis, on 20 August 2025 it does not have a trading history.
However, for the year ended 31 December 2024, Fortis posted an operating loss
of £1.69 million (2023: an adjusted operating loss of £0.89 million after
the release of an exceptional credit from prior years of £1.17 million) on
turnover of £3.6 million (2023: £10.98 million).  The unaudited management
accounts of the Group for the eight months ended 31 August 2025 show an
operating loss attributable to Concepta's business of approximately £1.5
million on turnover of £0.7 million.

 

As at 31 August 2025 Concepta had a net asset value (unaudited) of
approximately £1.4 million.

 

Board Changes

If the Resolution proposed at the General Meeting is passed by Shareholders,
and the Disposal completes, Penelope McCormick will leave the Board to join
the Buyer. At that point Adam Reynolds will become Executive Chairman of the
Company.

 

Employee Options and Settlement Terms

The Company has agreed with Penelope McCormick that, as part of her agreed
exit upon completion of the Disposal, she will receive payment in lieu of
notice in accordance with the terms of her contract of employment with the
Company.

 

In addition, contingent on the disposal of Concepta, the Company intends to
pay an exit bonus to Penelope McCormick and also accelerate the vesting of
certain existing share options and extend the exercise date of those options.
Details are as follows:

 

a)    Exit bonus: An exit bonus of £176,600, conditional upon completion
of the Disposal. The value of the exit bonus is equivalent to approximately
one month of Concepta's trading losses and is being paid in recognition of
Penelope McCormick's significant contribution towards the profitable disposal
of a loss-making business.

 

b)    Share Options: On 25 September 2023 Penelope McCormick was granted
unapproved options over 600,000 Ordinary Shares at an exercise price of 9.5
pence each, to vest equally over a three-year period from the date of grant;
400,000 of these options will have vested at Completion and it is proposed
that the remaining 200,000 options should also vest on the date of completion
of the Disposal ("Accelerated Options"). In return Penelope McCormick will
surrender fully vested EMI and unapproved options over 666,666 Ordinary Shares
with an exercise price of 52.5 pence each for nil consideration. As at close
of business on 13 October 2025, the "in the money" value of the Accelerated
Options amounted to approximately £2,000.

 

As a "Good Leaver" any unexercised unapproved options would normally lapse six
months after Penelope McCormick's employment terminates. It is also therefore
proposed that the exercise period, for all of the unapproved options over
1,266,667 Ordinary Shares held by Penelope McCormick, be extended to 12 months
from her employment termination date (which will be the date of completion of
the Disposal).

 

In accordance with the terms of the Scheme Rules, five other employees of
Concepta will also be determined to hold "Good Leaver" status and as such will
be entitled to exercise their options over, in aggregate, 99,999 Ordinary
Shares, during an exercise period of 180 days commencing on the date of
completion of the Disposal, at an exercise price of 9.5 pence per Ordinary
Share.

 

AIM Rule 13 and Related Party Transaction

As Penelope McCormick is a director of the Company, she is deemed to be a
related party and therefore the related party disclosure requirements under
AIM Rule 13 apply.

 

The Independent Directors of the Company (for these purposes being all of the
directors other than Penelope McCormick), having consulted with the Company's
Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the
Exit Bonus and changes to the terms of the Share Options to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

Use of Proceeds

On completion of the Disposal the Company is expected to have (unaudited) cash
balances of approximately £5.75 million after deducting all expenses of the
transaction, including the costs associated with Penelope McCormick's
departure.

 

If the Company becomes an AIM Rule 15 cash shell the Board will carefully
consider the strategic options available to it in order to maximise
Shareholder value.  As the Chairman has experience in utilising cash shells
to acquire growing businesses, with a demonstrable record of increasing
shareholder value, this will include reviewing acquisition opportunities in a
variety of sectors as well as considering a return of cash to Shareholders.

 

AIM Rule 15

In accordance with AIM Rule 15, the Disposal will constitute a fundamental
change of business of the Company. On completion of the Disposal of Concepta,
the Company will cease to own or control any of its existing activities or
assets.

 

The Company will therefore become an AIM Rule 15 cash shell and, as such, will
be required to make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission as an investing
company (as defined under the AIM Rules) on or before the date falling six
months from completion of the Disposal or be re-admitted to trading on AIM as
an investing company under the AIM Rules (which requires the raising of at
least £6 million in cash), failing which the Ordinary Shares would then be
suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on
AIM would be cancelled six months from the date of suspension should the
reason for the suspension not be rectified during that period.

 

AIM Rule Deadlines - Reverse Takeover

Any failure in completing an acquisition or acquisitions which constitute(s) a
reverse takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) will result in the
cancellation of the Company's Ordinary Shares from trading on AIM.

 

Following the completion of the Disposal, the Company will be dependent upon
the ability of the Board to identify suitable acquisition targets. As at the
date hereof, the Directors have not identified any opportunities which they
have resolved to pursue. There is therefore no guarantee that the Company will
be able to acquire an identified opportunity at an appropriate price, or at
all, as a consequence of which cash resources and management time might be
expended on investigative work and due diligence.

 

Market conditions may also have a negative impact on the Company's ability to
make an acquisition, or acquisitions, which constitute a reverse takeover
under AIM Rule 14. There is therefore no guarantee that the Company will be
successful in meeting the AIM Rule 15 deadline as described above.

 

The Company expects to incur certain third-party costs associated with the
sourcing of suitable acquisition or acquisitions. The Company can give no
assurance as to the level of such costs, and given that there can be no
guarantee that negotiations to acquire any given target business will be
successful, the greater the number of deals that do not reach completion, the
greater the likely impact of such costs on the Company's performance,
financial condition and business prospects.

 

Shareholders' Approval

Set out at the end of this Document is a notice convening the General Meeting
to be held on 4 November 2025 at 1.00 p.m. in the Castle Room at The Maltings,
East Tyndall Street, Cardiff, CF24 5EA at which the following Ordinary
Resolution will be proposed:

 

1.    That the Disposal be approved for the purposes of Rule 15 of the AIM
Rules.

 

If the Resolution is not passed, the Disposal will not proceed.

 

Action to be taken by Shareholders

You will find enclosed with this Document a Form of Proxy for use at the
General Meeting. You are requested to complete and return the Form of Proxy to
the Registrar, in accordance with the instructions printed thereon as soon as
possible but, in any event, to be received no later than 1.00 p.m. on 31
October 2025 (being 48 hours before the time of the General Meeting (excluding
non-working days).

 

Recommendation

The Directors, believe the Disposal is in the best interests of Shareholders
and the Company as a whole and accordingly recommend that the Shareholders
vote in favour of the Resolution.

 

Accordingly, the Directors unanimously recommend that you vote in favour of
the Resolution to be proposed at the General Meeting as they intend to do in
respect of their own beneficial holdings currently amounting to 1.91% per
cent. of the issued share capital of the Company.

 

The Directors have considered the alternatives to the Disposal and have
concluded that proceeding with the Disposal and becoming an AIM Rule 15 cash
shell is most likely to represent the best value to the Shareholders in the
long term.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Date of publication of this document              14 October 2025
 Last date and time for receipt of Forms of Proxy  1:00 p.m. on 31 October 2025
 General Meeting                                   1:00 p.m. on 4 November 2025
 Announcement of Result of Meeting                 4 November 2025
 Completion of the Disposal                        On or before 11 November 2025

 

If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of a
Regulatory Information Service announcement. All events listed in the above
timetable following the General Meeting are conditional on the passing of the
resolutions at the General Meeting.

 

References to time in this document and the Notice of General Meeting are to
London times, unless otherwise stated.

DEFINITIONS

 

The following words and expressions shall have the following meanings in this
document unless the context otherwise requires:

 

 ''AIM''                                    the AIM market operated by the London Stock Exchange

 ''AIM Rules''                              the rules for AIM companies as published by the London Stock Exchange from
                                            time to time

 ''Board'' or ''Directors''                 the directors of the Company at the date of this document

 "Buyer"                                    Boots UK Limited, a company registered in England and Wales with registered
                                            number 00928555

 "Business Day"                             a day other than a Saturday, Sunday or public holiday in England when banks in
                                            London are open for business.

 ''certificated" or "in certificated form"  a share or other security which is not in uncertificated form (that is, not in
                                            CREST)

 "Circular"                                 this circular to shareholders dated 14 October 2025

 "Company'' or ''MyHealthChecked"           MyHealthChecked PLC, a company registered in England and Wales with registered
                                            number 06573154

 "Concepta" or "CDL"                        Concepta Diagnostics Limited a company registered in England and Wales with

                                          registered number 16585826

 ''CREST''                                  the computerised settlement system to facilitate transfer of title to or
                                            interests in securities in uncertificated form operated by Euroclear UK &
                                            International Limited

 "Disposal"                                 the proposed disposal of Concepta to the Buyer

 "Disposal Agreement"                       the conditional share and purchase agreement dated 13 October 2025 between the
                                            Company, the Seller and the Buyer in relation to Concepta

 ''Form of Proxy''                          the form of proxy for use at the General Meeting which accompanies this
                                            document

 "Fortis" or "Seller"                       Fortis Cardiff Limited, a company registered in England and Wales with

                                          registered number 08361104

 ''General Meeting'' or "GM"                the general meeting of the Company, notice of which is set out at the end of
                                            this document, and any adjournment thereof

 "Group"                                    the Company and its subsidiary undertakings

 "London Stock Exchange''                   London Stock Exchange plc

 "Neville Registrars''                      Neville Registrars Limited, the Company's registrars

 ''Notice of General Meeting''              the notice of the General Meeting, which is set out at the end of this
                                            document

 "Ordinary Shares"                          ordinary share of 1.5 pence each in the capital of the Company

 ''Regulatory Information Service''         a service approved by the FCA for the distribution to the public of regulatory
                                            announcements and included within the list maintained on the FCA's website
 ''Resolution''                             the resolution to be proposed at the General Meeting, as set out in the Notice
                                            of General Meeting

 "Scheme Rules"                             the Concepta PLC 2016 EMI Share Option Scheme

 "Shareholder''                             holder of Ordinary Shares

 ''UK'' or ''United Kingdom''               the United Kingdom of Great Britain and Northern Ireland

 

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