REG - Spiritus Mundi PLC - Update on Proposed Acquisition

Spiritus MundiAnnouncement

03/06/2025 07:00

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RNS Number : 1066L  Spiritus Mundi PLC  03 June 2025

3 June 2025

 

Spiritus Mundi plc
("Spiritus Mundi" or the "Company")

Update on Proposed Acquisition

Spiritus Mundi plc, (LSE:SPMU), the Special Purpose Acquisition Company (SPAC)
seeking to acquire targets in Europe and Asia in the clinical diagnostics
sector, announces further to the Company's announcements on 6 March 2024 and 3
February 2025, that the Company has entered into an amended heads of terms
(the "Amended Head of Terms") to acquire the entire issued share capital of
both Restalyst Pte. Ltd. ("Restalyst") and and Reste Laboratories Pte. Ltd.
("ResteLab") (the "Proposed Acquisition").

 

The Company is in the process of raising additional funds to facilitate the
completion of the Proposed Aquisition and the publication of its 2024 Annual
Report and Accounts on a going concern basis. It is noted that there can be no
guarantee that additional funds can be raised or that the Proposed Acquisition
will be successfully completed. If the Proposed Acquisition does not complete
for any reason, it is expected that the suspension of the Company's listing
will be lifted, subject to FCA approval, and trading in the Company shares
will recommence.

 

Notwithstanding the ongoing suspension of trading in the Company's ordinary
shares on 6 March 2024, the Company will continue to make announcements as and
when there are any developments that require announcement in accordance with
its obligations under the Listing Rules.

 

Amended Heads of Terms

 

The previous Heads of Terms of 6 March 2024 envisaged that the Company would
acquire the entire issued share capital of InReste Pte. Ltd.  which would, in
turn, own the entire issued share capital of Restalyst and ResteLab following
a planned corporate reorganisation ("Reorganisation").  The parties have
agreed that the Reorganisation is no longer necessary and therefore it would
be preferable for the Company to acquire the entire issued share capital of
Restalyst and ResteLab directly.

 

The Amended Heads of Terms are non-binding save for exclusivity until 30
September 2025 and customary terms of an agreement of this nature, such as
confidentiality and governing law. Under the Amended Heads of Terms, it is the
current intention of the parties that the consideration for the Proposed
Acquisition, to be agreed between the parties, shall be satisfied by the issue
of new ordinary Shares in Spiritus Mundi at a price to be agreed between the
parties.

 

As Zaccheus Peh is a director of the Company and a significant shareholder of
Restalyst and ResteLab, the Proposed Acquisition is expected to constitute a
Material Related Party Transaction as defined under DTR 7.3.6.  Zaccheus Peh
has therefore not participated in the Spiritus Mundi board resolution to
approve the Amended Heads of Terms and the Company's independent directors
consider that the Amended Head of Terms concerning the Proposed Acquisition
are fair and reasonable from the perspective of the Company and its
independent shareholders.

 

For further information please contact:

 Spiritus Mundi plc                                 Via IFC
 Zaccheus Peh (Non-Executive Chairman)

 Strand Hanson Limited (Financial Adviser)          +44 (0) 20 7409 3494
 James Harris / James Bellman / Abigail Wennington

 IFC Advisory Limited (Financial PR and IR)         +44 (0) 203 934 6630
 Graham Herring, Florence Chandler                  spiritusmundi@investor-focus.co.uk

 

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU No.
596/2014) which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

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