Phimedix PLC Potential RTO Candidate and Shareholder Loan (0749M)
19 January 2021 - 3:03AM
UK Regulatory
TIDMPHM
RNS Number : 0749M
Phimedix PLC
18 January 2021
18 January 2021
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.
Phimedix Plc
("Phimedix" or "the Company")
Potential RTO candidate and Shareholder Loan
The Board of Phimedix (AIM: PHM) is pleased to announce that it
is in early-stage discussions with a company (the "Proposed
Acquisition" or "RTO") in the life sciences' space, which is a
sector the Directors had identified as an area of interest in a
strategy update announcement in May 2020.
These discussions remain subject to contract, satisfactory
completion of the necessary due diligence and additional equity
fundraising. At this stage, there can be no guarantee that the
Proposed Acquisition will complete.
Shareholder Loan
In order to progress these discussions and undertake the
necessary due diligence, Phimedix has increased its available cash
resources by entering into a facility agreement ("Facility
Agreement") with Christopher Potts, a substantial shareholder in
the Company. Under the terms of the Facility Agreement, the Company
will borrow up to GBP75,000, to be drawn down in three equal
amounts over the next month. The loan is unsecured, interest free
and repayable on completion of a reverse takeover by the
Company.
Related Party Transaction
As Christopher Potts is a substantial shareholder in Phimedix,
as defined by the AIM Rules for Companies ("AIM Rules"), he is
regarded as a related party under the AIM Rules; entering into the
Facility Agreement is therefore treated as a related party
transaction for the Company under AIM Rule 13. Having considered
the terms of the Facility Agreement, current cash reserves and the
likely costs to undertake necessary due diligence, the directors of
the Company, all of whom are independent, having consulted with
SPARK Advisory Partners Limited, the Company's nominated adviser,
are of the view that the terms of the Facility Agreement are fair
and reasonable, insofar as the Company's shareholders are
concerned.
AIM Rule 15
As previously announced, Phimedix became a "Rule 15 cash shell"
under Rule 15 of the AIM Rules with effect from 11 March 2020.
Since then, the Company has been hindered by the disruption caused
by the COVID-19 pandemic, but nevertheless, has held discussions
with several businesses, although none have progressed. The London
Stock Exchange suspended trading in the Company's ordinary shares
on AIM pursuant to AIM Rule 15 on 14 September 2020 as the Company
had not made an acquisition or acquisitions which would constitute
a reverse takeover under AIM Rule 14.
As previously announced by the Company, in the event that no
reverse takeover is completed by 14 March 2021, being the date six
months after trading in the Company's shares were suspended, the
London Stock Exchange will cancel admission of Phimedix's ordinary
shares to trading on AIM ("Cancellation") with effect from 7.30
a.m. on Monday 15 March 2021.
Given the status of the Company's progress with the Proposed
Acquisition and the time needed to complete the necessary due
diligence and relevant documentation to effect a reverse takeover,
it is possible that the Company, even if it decided to proceed, may
not be able to complete this process before Cancellation. In these
circumstances, the Directors may decide complete the Proposed
Acquisition after Cancellation and seek to re-apply to join
AIM.
Nicholas Nelson, Director, said; "This is a very positive
development for Phimedix. The Board has worked hard throughout a
challenging period in 2020 to try and secure an appropriate reverse
takeover opportunity for the Company. We now have the necessary
funding to engage advisers and to work actively towards completing
our due diligence which may lead us to moving forward with the
Proposed Acquisition."
Further announcements will be made as appropriate.
For further information please contact:
Phimedix Plc Please email any
Nicholas Nelson, Director enquiries to nelson@nexfin.org.uk
Ajay Rajpal, Director
SPARK Advisory Partners Limited (Nominated
Adviser)
Mark Brady or James Keeshan
www.sparkadvisorypartners.co m 0203 368 3550
SI Capital Limited (Broker)
Nick Emerson
www.sicapital.co.uk 01483 413500
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END
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