REG - Versarien PLC - Proposed Disposal of the Company’s Assets

VersarienAnnouncement

31/10/2025 09:00

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RNS Number : 6817F  Versarien PLC  31 October 2025

 

 

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

 

31 October 2025

 

Versarien plc

 

("Versarien", the "Company" or the "Group")

 

Proposed Disposal of the Company's Assets

 

Versarien plc (AIM: VRS), the advanced engineering materials group, provides a
further update on its restructuring process.

As previously announced, the Company has been progressing discussions
regarding specific offers for the business and assets of the Company which the
Company's directors (the "Board") considers would provide the best outcome for
both its shareholders and creditors.  Discussions have now advanced with one
party such that the Company has signed a non-binding heads of terms (the
"HoT") with a UK quoted public company (the "Potential Acquirer"), for the
disposal of Versarian's remaining material assets and subsidiaries.  The main
terms of the HoT are as follows:

●       The Potential Acquirer intends to purchase the Company's
shares in Total Carbide Limited and Gnanomat SL, together with the patent and
trademark portfolio held by Versarien (the "Assets") and the graphene
production equipment held by Versarien Graphene Limited (in Administration)
(the "Administration Assets").

●       The consideration for the acquisition of the Assets would be
£100,000 in cash and approximately £100,000 in shares in the Potential
Acquirer. In addition, the Potential Acquirer will take on responsibility for
the Innovate UK Loans Limited loan ("IUKL") of £5.7 million (capital and
accumulated interest) with the structure to be finalised between IUKL and the
Potential Acquirer.

●       Versarien has entered into a period of exclusivity with the
Potential Acquirer until 30 November 2025 regarding the Company's sale of the
Assets.

●       Completion of the transaction is subject to a number of
factors including: documented novation by IUKL (which has indicated its
agreement to the transaction); formal agreement from HMG Investment Screening
Unit relating to triggering the National Security Investment Act 2021 for the
proposed acquisition of qualifying assets (consent is anticipated given that
the disposal is to a UK company); and consent of both Versarien's and Gnanomat
SL's shareholders at general meetings to be convened in due course at a date
expected to be in November 2025.

The Company's actions to conserve cash continue and the Board now anticipates
that the Company can continue to operate, with the support of its creditors,
at least until the proposed transaction is completed, which is expected by the
end of November 2025.  If the transaction is successfully completed, the
Company would not have any operations and would become an AIM Rule 15 cash
shell, at which point it would seek to settle its remaining liabilities and
look for reverse takeover opportunities.

It should be noted that although heads of terms have been signed, the
completion of the transaction is subject to the matters listed above as well
as further due diligence by the Potential Acquirer. Consequently, there is no
certainty that the transaction will conclude and no certainty on the final
terms of the transaction, albeit that the Board believes that it is in the
best interests of all stakeholders for it to do so on the terms set out in the
HoT.

In the absence of successfully concluding the transaction in as short a
timeframe as possible, the Board may have no alternative but to seek to
appoint administrators to Versarien plc.

The Company will make further announcements in due course as appropriate.

For further information please contact:

 

 Versarien                                                   c/o IFC

 Stephen Hodge, Chief Executive Officer

 Chris Leigh, Chief Financial Officer

 SP Angel Corporate Finance (Nominated Adviser and Broker)   +44 (0)20 3470 0470

 Matthew Johnson, Adam Cowl

 IFC Advisory Limited (Financial PR and Investor Relations)  +44 (0)20 3934 6630

 Tim Metcalfe, Zach Cohen

 

For further information please see: http://www.versarien.com
(http://www.versarien.com/)

 

 

 

 

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