NetScientific PLC Divestment of Shareholding in Frontier BioSciences (4497Z)
18 Setembro 2015 - 3:00AM
UK Regulatory
TIDMNSCI
RNS Number : 4497Z
NetScientific PLC
18 September 2015
NetScientific plc
Divestment of shareholding in Frontier BioSciences
and realignment of resources towards our primary portfolio
London, UK - 18 September 2015 - NetScientific plc
("NetScientific" or "the Company", AIM: NSCI), the transatlantic
biomedical and healthcare technology group, has agreed to sell
NetScientific UK Limited's ("NS UK") 49.9% holding in Frontier
BioSciences Limited ("FrontierBio") to Zahra Holdings Limited
("Zahra") for GBP24,999 in cash ("Disposal") as part of its ongoing
portfolio review. NS UK is a wholly-owned subsidiary of
NetScientific.
FrontierBio will also repay GBP725,001 of NS UK's loan ("Loan")
of GBP875,001 and NS UK will write off the balance of the Loan of
GBP150,000. FrontierBio will pay NS UK approximately GBP420,000 on
completion, with the balance of GBP330,000 to be paid by no later
than 30 November 2015.
This strategic decision was made as NetScientific continues to
re-align its portfolio to focus on three core areas in healthcare
technologies - digital health, diagnostics and therapeutics. The
funds received from FrontierBio will be re-directed to
NetScientific's primary portfolio to accelerate growth.
Francois Martelet, CEO of NetScientific, said: "We are committed
to having a smaller, focused healthcare portfolio of breakthrough
technologies that have the potential to shift the paradigm of care
in chronic diseases. These funds will help accelerate our five
primary portfolio companies - Wanda, Vortex, ProAxsis, Glucosense
and Glycotest towards commercialisation and delivery on value
adding milestones."
Zahra is wholly-owned by the family trusts (the "Trusts") of
NetScientific's former Chief Executive Officer, Farad Azima.
Through Zahra and two other companies controlled by the Trusts, the
Trusts now hold 29.8% of the shares in the Company following the
recent sale by Zahra of 250,000 shares in the Company.
At the time of the Company's IPO on AIM, the Trusts held 47% of
the shares in the Company through its wholly-owned companies
(including Zahra). Accordingly, the Company entered into a
relationship agreement with the Trusts at the time of the IPO.
However, by virtue of the Trusts' interest now falling below 30% of
the shares in the Company, the relationship agreement has now
terminated in accordance with its terms (which provide, among other
things, that the agreement terminates automatically when the Trusts
cease to hold 30% or more of the shares in the Company).
As a result of the Trusts' interest in the Company's shares
falling below 30%, the Trusts are now only entitled under the
Company's articles of association to appoint one director to the
Company's board, rather than two.
FrontierBio's estimated losses since it commenced business in
March 2015 to 17 September 2015 are GBP884,000. NetScientific will
report its interest in these losses as "Share of loss of associates
- GBP442,000". For accounting purposes NetScientific will report a
non-cash gain on disposal of its investment in FrontierBio
estimated to be GBP292,000, being the difference between the
aggregate of the Disposal price and part repayment of the Loan and
the carrying values of the investment and Loan.
As Zahra, Farad Azima and the Trusts are related parties under
the AIM Rules for Companies, the Company's directors (other than
Jonathan Paisner, who has abstained by virtue of him being
appointed a director on the nomination of the Trusts) consider,
having consulted with Investec in its capacity as the Company's
nominated adviser, that the Disposal and part repayment of the Loan
are fair and reasonable insofar as the Company's shareholders are
concerned.
-Ends-
About NetScientific
NetScientific is a biomedical and healthcare technology group
that funds and develops technologies that offer transformative
benefits to people's lives and society through improved diagnosis,
prognosis and treatment. For more information, please visit the
website at www.netscientific.net.
Contact Details
NetScientific Tel: +44 (0) 20 3514 1800
Francois Martelet
Peter Thoms, CFO
Investec Tel: +44 (0)20 7597 4000
Gary Clarence / Daniel Adams
Instinctif Partners Tel: +44 (0)20 7457 2020
Melanie Toyne-Sewell / Jayne Crook Email: netscientific@instinctif.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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