TIDMMSYS
RNS Number : 4963X
Microsaic Systems plc
20 December 2023
20 December 2023
Microsaic Systems plc
("Microsaic" or the "Company")
Prospective Acquisition and Revised Fundraising,
General Meeting and Timetable, Current Funding
Capitalised terms in this announcement carry the same
meaning
as in the RNS dated 14 December 2023 unless the context
indicates otherwise
Prospective Acquisition
Further to the Company's prior announcement on 14 December 2023
, Microsaic confirms that it has today entered into an Exclusivity
Agreement with DeepVerge plc ("DeepVerge") granting Microsaic a
period of exclusivity in respect of the potential purchase of
certain assets of DeepVerge's Modern Water business ("Exclusivity
Period"). The assets broadly comprise equipment for the
laboratory-based manufacturing of bio-reagents used in related
water testing equipment, currently based at DeepVerge's York
laboratory, and include all IP and rights to the related testing
equipment including LX, FX and Continuous Toxic Measuring (CTM)
machines and water membrane technology (the "Business").
The granting of the Exclusivity Period follows the making by
Microsaic to DeepVerge of an indicative outline proposal to
purchase the Business for a payment of GBP100,000 in cash, which
would be payable to DeepVerge on completion (the "Proposal").
The Exclusivity Period runs until the earlier of (a) 16 January
2024, (b ) the signature of a legally binding sale and purchase
agreement between Microsaic and DeepVerge for the Business (the
"Transaction"), or (c) withdrawal of the Proposal by Microsaic.
No consideration has been paid by Microsiac for the granting of
the Exclusivity Period.
During the Exclusivity Period, DeepVerge shall not solicit,
advertise, market or enter any other negotiations, arrangements,
options or agreements with any third parties relating to the sale
of the Business and shall not agree to complete, or complete, the
Transaction with any party other than with Microsaic.
The Exclusivity Period may be extended at the discretion of
DeepVerge for a further period to enable the Transaction to be
finalised.
The Exclusivity Period is designed to provide Microsaic with
time to conclude its due diligence, obtain binding commitments for
its Revised Fundraising (as defined in the Company's RNS dated 14
December 2023, including working capital for the expanded business
and the consideration for the Transaction), and to negotiate and
sign a detailed sale and purchase agreement with DeepVerge. There
is no guarantee that the Transaction will occur, or that the
outline terms indicated in the Proposal will be those on which a
binding agreement is signed.
Microsaic director Dr Nigel Burton is also a director of
DeepVerge. Robert (Bob) Moore is the only independent director of
Microsaic with regard to the Transaction. Given his conflict of
interest, Dr Burton is not involved in the consideration of the
Transaction for either Microsaic.
Microsaic anticipates that the Transaction, if entered into,
would constitute a related party transaction for the Company under
the AIM Rules for Companies (the "AIM Rules") and would therefore
require treatment in accordance with AIM Rule 13 (related party
transactions) [and as a substantial transaction in accordance with
AIM Rule 15].
Revised Fundraising, General Meeting and Timetable
Funding for the Transaction is expected to be procured via the
Revised Fundraising. As previously indicated, the Company yesterday
adjourned its General Meeting which has been convened to enable the
Company to undertake the Share Capital Re-organisation, amend its
Articles and obtain the necessary authorities from shareholders to
implement its fundraising requirements.
Microsaic will shortly provide an update to Shareholders in
relation to the revised date for the General Meeting, and the
expected timetable of principal events relating to the Revised
Fundraising and the proposed Acquisition.
Current Funding
Microsaic has recently realised a small amount of cash from the
sale of tangible assets, and as a result has sufficient cash runway
for the duration of the Exclusivity Period, during which it also
expects to conclude the Revised Fundraising as well as the
Transaction. Completion remains subject, inter alia, to the
restoration of the Company's shares to admission to trading on AIM,
and other factors as described in the announcement of 4 December
2023.
Further updates will be provided as appropriate.
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
Enquiries:
Microsaic Systems plc +44 (0)1483 751 577
Bob Moore, Acting Executive Chairman
Singer Capital Markets (Nominated Adviser) +44 (0)20 7496 3000
Aubrey Powell / Angus Campbell / Oliver Platts
Turner Pope Investments (TPI) Limited (Broker) +44 (0) 20 3657
0050
Andy Thacker / James Pope
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END
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December 20, 2023 07:30 ET (12:30 GMT)
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