TIDMNSCI
RNS Number : 0322L
NetScientific PLC
20 December 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")
Update on Strategic Review
London, UK - December 20, 2018 - On November 26, 2018,
NetScientific plc (AIM: NSCI), the transatlantic healthcare IP
commercialisation group, announced that it had decided to conduct a
review of the various strategic options open to it (the "Strategic
Review"), one of which was a sale of the Company.
Today, NetScientific provides an update on progress regarding
the Strategic Review.
The Company has received indications of interest in a potential
acquisition of certain of the Company's portfolio companies.
However, to date, that indicative interest has not resulted in any
binding or non-binding offer for any of its portfolio
companies.
The Company itself is not in receipt of any approaches and is
not in discussions with any potential offeror at the time of this
announcement.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made, or that any transaction
will ensue from the Strategic Review.
As at 31 December 2018, NetScientific is expected to have
available cash resources of approximately GBP3m. In each of 2019
and 2020, NetScientific expects to have central costs of
approximately GBP2m and to invest up to approximately GBP5m in its
portfolio companies, should they fail to raise external
finance.
Therefore, the Board continues to assess all of its strategic
options, including seeking additional funding from its shareholders
and taking material action to reduce further the Company's costs,
which may include seeking a delisting.
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 Limited., 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.
Cautionary note regarding forward-looking statements
This announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations, financial performance, business
strategy or plans for future operations the Company. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by the Company in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate.
By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this announcement.
The Company does not assume any obligation to, and does not
intend to, update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law. There are
several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
combinations or disposals.
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.
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END
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