NetScientific PLC Sale of Wanda and Vortex (7839T)
23 March 2019 - 3:42AM
UK Regulatory
TIDMNSCI
RNS Number : 7839T
NetScientific PLC
22 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014
NetScientific plc
("NetScientific" or the "Company")
Sale of Wanda and Vortex
On 18 March 2019 NetScientific announced that it had received an
indicative proposal from a third party regarding the sale of the
Company's shareholdings in Vortex Biosciences, Inc. ("Vortex") and
Wanda, Inc. ("Wanda") (the "Potential Disposal").
It stated that, having considered the indicative terms of, and
taking account of the anticipated timeline to complete and the
execution risks of the Potential Disposal, the Board had concluded
that it was not in the best interests of the Company and the
remaining Portfolio Companies to proceed with the Potential
Disposal. Subsequently, the directors of Vortex and Wanda
respectively resolved to effect the orderly wind up of those
companies.
Following the announcement of 18 March 2019, NetScientific
received a further approach from that third party, Deeptech
Disruptive Growth Investments Ltd ("Deeptech"), an affiliated
special purpose vehicle ("SPV") of EMV Capital Ltd, detailing
revised terms regarding the Potential Disposal. Those revised terms
addressed satisfactorily the Board's previous concerns regarding
the timeline and execution risk relating to the Potential Disposal.
As such, the Company announces that it has completed the sale of
its interests in Vortex and Wanda, together with any outstanding
loans and convertible loan notes owed by Wanda or Vortex to the
Company, to Deeptech for cash proceeds of GBP150,000 (the
"Sale").
Immediately prior to completion, NetScientific was interested in
approximately 95.0% and 70.8% of the issued shares of common stock
of Vortex and Wanda, respectively, and 100% of the Preferred Shares
of Wanda. Additionally, the Company had loans outstanding to Vortex
of GBP22,223,000.
In the year ended 31 December 2017, the losses before tax of
Vortex and Wanda included within the consolidated accounts of
NetScientific amounted, in aggregate, to GBP4,960,000 and
GBP1,303,000, respectively and the net liabilities of Vortex and
Wanda at the same date were GBP16,624,000 and GBP8,946,000,
respectively. The inter-company debt of Wanda, GBP7,654,000, was
fully written off in February 2019.
Melvin Lawson, who is interested in 29.98% of the issued share
capital of NetScientific, is also the principal provider of finance
to the EMV Capital Ltd SPV Deeptech. Accordingly the Sale
represents a related party transaction in accordance with AIM Rule
13. The Directors consider, having consulted with the Company's
nominated adviser, that the terms of the Sale are fair and
reasonable insofar as shareholders of the Company are
concerned.
NetScientific will utilise the proceeds of the Sale towards its
ongoing working capital requirements.
For more information, please contact:
NetScientific Tel: +44 (0)20 3514
François R. Martelet, M.D., CEO 1800
Ian Postlethwaite, CFO
WH Ireland Limited (NOMAD, Financial Adviser Tel: +44 (0)20 7220
and Broker) 1666
Chris Fielding / Jessica Cave
About NetScientific
NetScientific is a transatlantic healthcare technology group
with an investment strategy focused on sourcing, funding and
commercialising technologies that significantly improve the health
and well-being of people with chronic diseases.
For more information, please visit the website at
http://www.NetScientific.net
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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