TIDMMSYS
RNS Number : 5915Z
Microsaic Systems plc
12 January 2024
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. Investors who have participated in a
market sounding exercise in relation to the Placing will have
received additional inside information in relation to the Placing
and will be cleansed on that inside information upon announcement
of the Placing, at which point additional disclosures will be
released to the market, prior to the planned restoration of the
Company's New Ordinary Shares to trading on AIM and Admission of
the Placing Shares.
12 January 2024
Microsaic Systems plc
("Microsaic" or the "Company")
Acquisition, Update & Change of Registered Office
Capitalised terms in this announcement carry the same meaning as
in the Circular
or subsequent announcements, unless the context indicates
otherwise
Microsaic Systems plc (AIM: MSYS), the developer of
micro-electronic instruments and analytical solutions, announces
that its due diligence in connection with the purchase of certain
assets of the Modern Water business previously operated by
DeepVerge and certain of its subsidiary companies (the "Assets")
has now concluded and the Acquisition Agreement has been entered
into with DeepVerge. The Company also provides an update below on
the expected timing for concluding firm commitments on the Placing,
the publication of the Annual Report and Interim Results,
Restoration and Admission.
Acquisition
The Company has today executed and exchanged the Acquisition
Agreement with DeepVerge plc and Innovenn UK Limited to acquire
certain Assets for a total consideration of GBP100,000
("Acquisition"), at completion ("Completion").
The Assets comprise the trade and all equipment used by the
Modern Water business relating to the manufacturing of the
Microtox(R) bio-reagents, related trade names, intellectual
property, design and all manufacturing rights for water testing
equipment using Microtox(R) bio-reagent as a consumable known as
the FX, LX and Continuous Toxic Measurement (CTM) machines.
Completion is subject to various conditions including admission
to trading on AIM ("Admission") of the placing shares to be issued
by way of a placing arranged by TPI ("Placing Shares") and the
delivery of several intellectual property assignments by no later
than 24 January 2024. At Completion the assets will be transferred
to the Company and the consideration of GBP100,000 paid to the
sellers.
Completion of the Acquisition is expected to become effective by
no later than 24 January 2024, following Restoration (the
restoration to trading on AIM of the Company's New Ordinary Shares
following the Capital Reorganisation) and Admission, both of which
are expected on Tuesday 16 January, 2023.
A further announcement will be made once Completion of the
Acquisition has occurred.
Related Party Transaction
As previously announced, Dr Nigel Burton, Non-executive Director
of the Company, is also a director of DeepVerge and therefore the
Acquisition constitutes a related party transaction for the Company
pursuant to Rule 13 of the AIM Rules. Bob Moore being the
independent director of the Company for the purposes of negotiating
and concluding the Acquisition and the requirements of AIM Rule 13,
having consulted with Singer Capital Markets Advisory LLP as the
Company's nominated adviser, considers the terms of the Acquisition
to be fair and reasonable insofar as the Company's shareholders are
concerned.
Revised Fundraising
As previously announced on 4 January 2024, the Company is
finalising binding commitments for the Revised Fundraising, being
executed by way of the Placing arranged via TPI, and expects to
confirm no later than Monday 15 January that it has obtained
conditional funding in excess of the revised minimum amount needed
for the Acquisition consideration and for the working capital
purposes of the enlarged business.
Publication of Annual Report & Interim Results
Completion of the Revised Fundraising remains conditional upon,
inter alia, the publication of both the Annual Report and the
Interim Results, in order to be compliant with the requirements of
the AIM Rules for Companies in terms of financial reporting. The
Company expects to publish the Annual Report & Interims Results
after 5.00 p.m. on Monday 15 January, 2024.
Restoration and Admission
Assuming completion of the above items, inter alia, the Company
intends to seek restoration of its New Ordinary Shares to trading
on AIM with effect from 7.30 a.m. on Tuesday 16 January, 2024 and
has applied for Admission of the Placing Shares to trading on AIM
with effect from 8.00 a.m. on Tuesday 16 January 2024.
In the event that the Company is unable to proceed with Revised
Fundraising or otherwise satisfy any of the necessary prior
conditions for Restoration and Admission, then admission of the
Company's shares to trading on AIM would be cancelled and a further
announcement made in that regard.
Change of Registered Office
Microsaic Systems plc announces that the registered office of
the Company has been changed to 1-5 Park Road, Caterham, Surrey,
CR3 5TB.
Enquiries:
Microsaic Systems plc +44 (0) 20 3657 0050
Bob Moore, Acting Executive Chairman via TPI
Singer Capital Markets
(Nominated Adviser & Joint Broker)
Aubrey Powell / Angus Campbell
/ Oliver Platts +44 (0)20 7496 3000
Turner Pope Investments (TPI)
Limited
(Joint Broker)
Andy Thacker / James Pope +44 (0) 20 3657 0050
About Microsaic Systems
Microsaic has over 20 years' experience in microelectronics and
development of instrumentation. The Company has a robust and
innovative patent portfolio in cutting-edge technology designed and
developed for "Industry 4.0" application serving markets in
diversified Industries, Human and Environmental Health. Microsaic's
system solutions have enabled analytical detection and
characterisation at the point-of-need, whether within a
conventional laboratory setting, or within a bioprocessing facility
for continuous detection of data at multiple steps in the process
workflow.
Microsaic's products and solutions are commercially available
through global markets via a network of regional and local
partners, targeting its core laboratory, manufacturing and
point-of-need applications.
Indicative Timetable of Principal Events
Event Time and/or date (1)
Latest date and time by which entry into the conditional Placing commitments needs to Prior to 3.30 p.m. on
announced for the Restoration 15 January 2024
and Admission to occur as indicated below
Publication of the Report and Accounts and Interim Results, and notification of the same After 5.00 p.m. on
15 January 2024
Restoration of New Ordinary Shares to trading on AIM 7.30 a.m. on
16 January 2024
Admission of the shares pursuant to the Revised Fundraising to trading on AIM 8.00 a.m. on
16 January 2024
Completion of the Acquisition within 5 business days of
this announcement
Latest date for share certificates over Within 10 days of
New Ordinary Shares to be dispatched Restoration and
(where applicable) Admission
Note:
(1) All of the times referred to in this announcement refer to
London time, unless otherwise stated, and are subject to change. In
the event that any key item takes longer to occur, Restoration and
Admission may move to a later date, in which case a further
announcement would be made.
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END
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January 12, 2024 11:15 ET (16:15 GMT)
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