REG - Seed Capital Sltns. - Proposed acquisition and suspension of listing

Seed Capital SolutionsAnnouncement

28/05/2025 07:00

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RNS Number : 3046K  Seed Capital Solutions PLC  28 May 2025

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of EU Regulation
596/2014 (which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018) ("UK MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this information is considered to be in
the public domain.

For immediate release

28 May 2025

Seed Capital Solutions PLC

("Seed " or the "Company")

Proposed Acquisition of  Cuarta Dimension Medica SL, Suspension of Listing
and Appointment of Sponsor

Introduction

Seed is pleased to announce that it has entered into non-binding heads of
terms ("Heads") and an exclusivity agreement with the shareholders of  Cuarta
Dimension Medica SL ("4DM") for the acquisition ("Acquisition") by the Company
of all of the issued share capital of 4DM in exchange for the issue of new
ordinary shares in the Company (the "Initial Transaction"). This comprises an
Initial Transaction under UK Listing Rule 13.2.1.

Information on 4DM SL

4DM is an AI-powered imaging diagnostics group, focused primarily on the
veterinary market with applications across the wider healthcare sector. Based
in Spain, 4DM supplies diagnostic scanning equipment sourced from leading OEMs
including Samsung, Philips and General Electric, integrated with its
proprietary AI-enabled software platform.

4DM is backed by Substrate AI, a Spanish-listed investment fund, which
acquired a controlling interest in 2023 from founder Francisco Ramos.

Transaction Summary

Under the Heads, it is proposed that the consideration for the acquisition
will be settled in shares such that the shareholders of 4DM will own
approximately 90% and the current shareholders of the Company will own
approximately 10% of the fully diluted share capital of the enlarged Company.

Based on an intended placing price of 1.75 pence per share, this implies an
approximate valuation of:

 

-           Seed: £3.7 million (fully diluted basis)

-           4DM: £33.3 million (fully diluted basis)

Completion of the Initial Transaction remains subject to, among other things:

-           Satisfactory completion of due diligence;

-           Approval by shareholders of the Company at a general
meeting, including a Rule 9 waiver resolution;

-           Completion of an equity fundraising to provide working
capital for the enlarged group; and

-           Publication of a prospectus approved by the FCA and
re-admission of the enlarged share capital to the Official List and to trading
on the Main Market of the London Stock Exchange.

As the Initial Transaction is at an early stage there can be no certainty that
the Initial Transaction will take place.

Strategic Rationale

The Board believes that the Acquisition represents a compelling opportunity to
acquire a high-growth, AI-led business in a scalable and resilient sector.
4DM's advanced diagnostic platform, focused initially on the veterinary
sector, addresses a global market with significant expansion potential.

The veterinary care market is experiencing strong growth across key global
regions. In Europe, the market was valued at approximately USD 23.6 billion in
2021 and is projected to grow at a CAGR of 5.5% through 2028 (source: Grand
View Research). In North America, the market was valued at USD 11.97 billion
in 2024 and is forecast to reach USD 23.12 billion by 2034, growing at a CAGR
of 6.8% (source: Market Research Future). This highlights the significant
commercial opportunity that 4DM is well-positioned to capture through its
AI-driven diagnostics and expanding product footprint.

The Company's investing policy permits acquisitions that may not fully meet
all ESG criteria but offer the potential for significant shareholder value
creation. The Board believes the Acquisition is aligned with that strategy and
is in the best interests of shareholders.

Chairman's Comment

Damion Greef, Chairman of Seed, commented:

 "This proposed acquisition offers shareholders a unique opportunity to
participate in the growth of a profitable, AI-enabled diagnostics platform,
serving a large and expanding global market. 4DM's technology and commercial
traction, especially in the veterinary sector, creates an exciting foundation
for future value creation."

Suspension

This announcement is being made to disclose Inside Information.

On the basis that the Initial Transaction is completed on the contemplated
terms, this would result in the Company's existing shareholders having a
minority interest in the enlarged group (and would constitute an Initial
Transaction under the FCA's UK Listing Rules).

At the request of the Company, the FCA has suspended the Company's listing on
the Official List and trading on the Main Market of the London Stock Exchange
has also been suspended as of 7.30am today, pending the publication of further
details on 4DM and the enlarged Company or an announcement that the Initial
Transaction is not proceeding.

The Company has requested the temporary suspension because of the lack of
information about 4DM in relation to the Initial Transaction, which could
prevent the smooth operation of the market in the shares of the Company.

Takeover Code

The Takeover Panel will be consulted in due course regarding the requirement
or otherwise for the Company to seek a Rule 9 Waiver pursuant to Appendix 1 of
the Takeover Code in respect of the vendors of 4DM and any other parties who
may be acting in concert with them holding 30% or more as a result of the
Initial Transaction and any other associated matters.

Appointment of Sponsor

The Company is also pleased to announce that it has appointed Beaumont Cornish
Limited as its Sponsor and Financial Adviser in connection with the Initial
Transaction and intended re-admission.

A further announcement will be made in due
course.

For more information, please contact:

 Seed Capital Solutions plc          Tel: +44 (0) 7976 431608

 Damion Greef, Chairman

 Brand Communications                Tel: +44 (0) 7976 431608

 Public & Investor Relations

 Alan Green

 Beaumont Cornish Limited            Tel: +44 (0) 207 628 3396

 Sponsor and Financial Adviser

 Roland Cornish, Michael Cornish

 
 

 

 

 

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