TIDMNSCI
RNS Number : 5131I
NetScientific PLC
26 November 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
NetScientific plc
("NetScientific" or the "Company")
Strategic review including formal sale process under the
Takeover Code
London, UK - November 26, 2018 - NetScientific plc (AIM: NSCI),
the transatlantic healthcare IP commercialisation group, announces
today that it has decided to conduct a review of the various
strategic options open to it (the "Strategic Review"), one of which
is a sale of the Company. The Board has appointed Ondra LLP
("Ondra") and WH Ireland Limited as financial advisers to assist
with the Strategic Review.
The Company has made recent significant progress against
strategic milestones in its portfolio companies:
-- Glycotest announced a Series A financing, implying a $25m1 valuation. NetScientific owns 51.5% in Glycotest and
NetScientific's current market capitalisation is $26.8m2
-- PDS is merging with Edge Therapeutics, which is expected to provide funding in order to conduct a number of Phase
2 clinical trials including a combination study with Merck's Keytruda and fund operations through to mid-2020
-- Vortex has started to commercialise its VTX-1 liquid biopsy instrument and has carried out significant
enhancements to its technology, helping position it as a leader in circulating tumour cell analysis
-- ProAxsis has started generating revenue and is expected to become self-financing in the next year
-- Wanda is gaining commercial traction, with three new customer contracts in 2018, and three additional pending
contracts, and generated positive data pertaining to its role in reducing hospital re-admission rates
1 -- Based on Fosun Pharma investing $10m for a 40%
shareholding, implying a $25m valuation; 2 - Share price of 27p;
number of shares outstanding: 78,561,866; GBP/USD exchange rate:
1.2876 (FactSet - 23/11/2018)
Against these recent developments, the Board believes that the
market is undervaluing NetScientific's portfolio. Therefore, the
Board has determined that it is appropriate to evaluate all
options, including a sale of the Company or certain of its
portfolio companies, to maximise value for shareholders.
The Takeover Panel has agreed that any discussions with third
parties may be conducted within the formal sale process framework
(as set out in Note 2 of Rule 2.6 of the City Code on Takeovers and
Mergers (the "Takeover Code")) to enable conversations with parties
interested in making a proposal to take place on a confidential
basis. The Company is not in receipt of any approaches and is not
in discussions with any potential offeror at the time of this
announcement.
Parties with a potential interest in making a proposal should
contact Michiel Bröker from Ondra (details below).
It is expected that any party interested in participating in the
process will, at the appropriate time, enter into a non-disclosure
agreement with NetScientific on terms satisfactory to the Board of
NetScientific. The Company then intends to provide such interested
parties with certain information on the business, following which
interested parties shall be invited to submit their proposals to
Ondra. Further announcements regarding timings for the formal sale
process will be made when appropriate and as agreed with The
Takeover Panel.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so
long as it is participating in the formal sale process. Following
this announcement, the Company is now considered to be in an "offer
period" as defined in the Takeover Code, and the dealing disclosure
requirements listed below will apply.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of NetScientific reserves the right to alter or
terminate the process at any time and in such cases will make an
announcement as appropriate. The Board of NetScientific also
reserves the right to reject any approach or terminate discussions
with any interested party at any time.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on NetScientific's website at www.NetScientific.net
by no later than 12 noon (London time) on the business day
following the release of this announcement in accordance with Rule
26.1 of the Code. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, NetScientific
confirms that it has in issue 78,561,866 ordinary shares of 5 pence
each with ISIN number GB00B9F4MT28.
For more information, please contact:
NetScientific Tel: +44 (0)20 3514 1800
François R. Martelet, M.D., CEO
Ian Postlethwaite, CFO
Tel: +44 (0)20 7220
WHIreland (NOMAD, Financial Adviser and 1666
Broker)
Chris Fielding / Jessica Cave / Chris
Viggor
Tel: +44 (0)20 7082
Ondra (Financial Adviser) 8827
Michael Tory / Michiel Bröker
Consilium Strategic Communications Tel: +44 (0)20 3709 5700
Mary-Jane Elliott / Chris Welsh / Laura NetScientific@consilium-comms.com
Thornton
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 www.NetScientific.net
Important Notices
Ondra LLP, which is regulated in the United Kingdom by the
Financial Conduct Authority, is acting as joint financial adviser
exclusively for NetScientific and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
NetScientific for providing the protections afforded to clients of
Ondra LLP, nor for providing advice in relation to any matter
referred to herein.
This announcement has been prepared by, and is the sole
responsibility of the Directors of NetScientific. WH Ireland
Limited, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for
NetScientific and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than NetScientific for providing the protections
afforded to clients of WH Ireland Ltd., or for providing advice in
relation to the matters referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Takeover Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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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