TIDMBSFA
RNS Number : 7863W
BSF Enterprise PLC
24 December 2021
BSF Enterprise PLC
C/o Locke Lord LLP
201 Bishopsgate
London EC2M 3AB
BSF Enterprise PLC - BSFA
24 December 2021
Acquisition Announcement
BSF Enterprise PLC attach herewith an Acquisition Announcement
containing Proposed Acquisition of 3D Bio-Tissues Limited and a
Proposed Placing of ordinary shares to raise up to GBP1.75
million.
This announcement has been authorised for release by the Board
of Directors.
Geoff Baker
Company Secretary
BSF Enterprise PLC
Ph 0208 194 9201
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
24 December 2021
BSF Enterprise plc
("BSF" or the "Company")
Proposed Acquisition of 3D Bio-Tissues Limited
Proposed Placing of Ordinary Shares to raise up to GBP1.75
million
BSF Enterprise plc (LSE: BSFA), the investment company
established to acquire businesses focused on early-stage
opportunities in the biotechnology, innovative marketing and
e-commerce sectors, is pleased to announce that further to the
announcement of 16 August 2021, the Company has now entered into a
conditional share sale and purchase agreement (the "Acquisition
Agreement") to acquire the entire issued share capital of 3D
Bio-Tissues Limited ("3DBT") in consideration for the allotment and
issue to the Sellers of an aggregate of 33,900,003 Consideration
Shares (the "Acquisition").
3DBT, a private company limited by shares, incorporated and
registered in England and Wales, is a biotechnology spin out from
Newcastle University (UK) founded by Professor Che Connon and Dr
Ricardo Gouveia. 3DBT's research and product development is focused
on producing biological tissue material, such as meat and skin, for
clinical and consumer use. Specialised technology enables 3DBT to
apply bio-focused manufacturing processes to generate complex
structures such as corneas for the human eye.
The Company also proposes to carry out a Placing of new Ordinary
Shares to raise funds of up to GBP 1.75 million (before expenses)
to finance the next phase of its development (including marketing
and sales avenues for serum alternatives and cosmetics) and working
capital. As such, the Acquisition is conditional, inter alia, on a
successful Placing.
Should the Acquisition complete, it will constitute a Reverse
Takeover under the Listing Rules and accordingly the Company
intends to apply for the re-admission of its shares to the Official
List and the Main Market of the London Stock Exchange. The
Company's shares remain suspended from trading pending the
publication of a prospectus prepared in accordance with the
Prospectus Regulation Rules of the FCA and approved by the FCA, or
an announcement that the Acquisition is not proceeding.
A circular together with a notice convening the General Meeting
to approve the Resolutions (which shall include the Whitewash
Resolution) will be posted to Shareholders in due course.
Key Highlights of the Acquisition
-- Acquisition of 3DBT for a consideration of GBP2.5 million, to
be satisfied by the issue of 33,900,003 Consideration Shares at
7.37 pence each per share;
-- 3DBT has developed a proprietary platform technology termed
"tissue templating" that facilitates the production of a variety of
animal tissue types for multiple uses, commonly referred to as
"tissue engineering".
-- 3DBT has developed, amongst other intellectual property, the following:
o Serum-free media : 3DBT's City-mix(TM) supplements, which are
a serum-free media for culturing muscle and fat cells (by way of an
animal-free process) that can be used for lab -grown meat and
leather production; and
o Skin Care Products : Lipopeptide Etsyl(TM) a product that
actively increases collagen production in human skin cells. It can
be used as an active ingredient in cosmetic skin cream and other
topical dermatological products.
-- 3DBT's business model is to develop intellectual property
around each of its applications, and to then licence out the
patent- protected intellectual property to manufacturers,
wholesalers and distributers of the end products. 3DBT currently
manufactures product for serum-free media and an active ingredient
for skin care products.
Further announcements will be made in due course, as
appropriate.
Enquiries:
BSF Enterprise plc Ph 0208 194 9201
For further information, please visit www.bsfenterprise.com.
LEI: 2138007PJT69H8FYLC06
This announcement contains inside information for the purposes
of Article 7 of the UK version of Market Regulation (EU) No
596/2014 on Market Abuse as it forms part of UK domestic law by
virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
DISCLAIMER
Shard Capital Partners LLP ("Shard Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (FRN: 538762), is acting as broker to the Company
in relation to the Placing. Persons receiving this announcement
should note that Shard Capital will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for advising any other person on the arrangements
described in this announcement. Shard Capital has not authorised
the contents of, or any part of, this announcement and no liability
whatsoever is accepted by it for the accuracy of any information or
opinion contained in this announcement or for the omission of any
information.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, Shard Capital and their respective
affiliates expressly disclaim any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Listing Rules, the Prospectus
Regulation Rules or other applicable laws, regulations or
rules.
The Existing Ordinary Shares and the New Ordinary Shares have
not, nor will they be, registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the
Company may not be offered or sold directly or indirectly in or
into the United States unless registered under the US Securities
Act or offered in a transaction exempt from or not subject to the
registration requirements of the US Securities Act or subject to
certain exceptions, into Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the
Republic of South Africa. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this circular
or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing
advice should contact a professional adviser.
INTRODUCTION
Background to and reasons for the Acquisition
The Company was incorporated on 5 September 2018 with the
objective of creating value for its Shareholders through an
acquisition-led growth strategy with a focus on acquiring
businesses in the biotechnology, innovative marketing and
e-commerce sectors. The Company's Ordinary Shares were admitted to
trading on the Official List with a Standard Listing on 26 July
2019 when it raised GBP767,000 via a placing at 5 pence per
ordinary share. On 16 August 2021 trading in the Ordinary Shares on
the Official List was suspended in accordance with the Listing
Rules following an announcement made by the Company in relation to
the potential Acquisition.
The Company believes that the acquisition of 3DBT presents a
compelling potential value opportunity for the Company as it allows
it to acquire technology which has benefitted from the development
of products now leading into commercial terms with partners and
licensing partners.
History of 3DBT
3DBT is a biotechnology start-up and spin-out from Newcastle
University (UK) It was founded by Professor Che Connon and Dr.
Ricardo Gouveia on 8 November 2018. Professor Che Connon has over
20 years' experience in extracellular matrix biology and is
currently a professor of tissue engineering at the Newcastle
University (UK). He has successfully spun-out three biotechnology
companies. Dr. Ricardo Gouveia is a New Harvest Research Fellow and
expert in cell biology and biomaterials.
3DBT has developed a proprietary platform technology termed
"tissue templating" that facilitates the production of a variety of
animal tissue types for multiple uses, commonly referred to as
"tissue engineering". Tissue templating technology is bio-inspired,
i.e., its methodology has been learnt by careful study of how cells
behave in their natural environs (principally undertaken at
Newcastle University with UK government funding). This bio-inspired
approach radically differs from traditional tissue engineering
approaches as it uniquely harnesses the power of cells to grow and
create the entire tissue and does not involve the use of synthetic
scaffolds.
The intellectual property of 3DBT relates, in part, to the ways
cells receive instructions from their external environment and the
subsequent arrangement of these cells as well as the highly ordered
extracellular material the same cells deposit. Together, these
processes create a functional tissue structure resembling down to
the nanoscopic level the tissue from which the original cells were
taken, e.g., cornea, muscle or skin. During the research and
development of these 3DBT tissue constructs, significant and
unexpected discoveries were made in the form of soluble components
that sped up the tissue templating process. Human tissue growth in
nature can take months or years to fully form, but 3DBT has found
ways to accelerate this in the lab using patented (application
stage) soluble factors. The Company believes that these potent cell
and tissue forming factors could be stand-alone products for 3DBT,
acting as early revenue streams ahead of the longer-term plans for
the 3DBT tissue constructs. Therefore, the City-mix(TM) serum-free
media and Etsyl(TM) skin care product lines were created by
3DBT.
City-mix(TM) is a plant-based and environmentally-friendly
direct replacement to the expensive animal-derived or synthetic
proteins and growth factors commonly used in the culture of animal
cells. Uniquely, 3DBT's City-mix(TM) products offer a
cost-effective animal-free alternative to animal serum for the
expansion of important cell types. Etsyl(TM) is another supplement
which stimulates collagen production from cells and holds great
promise as an active ingredient in high-end skin care products.
3DBT has undertaken research and development activities to date
that have resulted in three strands of intellectual property being
developed, with each strand having a different sectoral focus,
timeline to development and ultimately, revenue. 3DBT has developed
intellectual property in the following sectors:
-- Serum-free media: 3DBT's City-mix(TM) is a serum-free media
for culturing muscle and fat cells (by way of an animal- free
process) which can be used for lab-grown meat and leather
production;
-- Skin Care Products: Lipopeptide Etsyl(TM) is a product that
actively increases collagen production in human skin cells. It can
be used as an active ingredient in cosmetic skin cream and other
topical dermatological products;
-- Tissue Templating Applications (using a platform to grow
different tissues with natural structure and function) in respect
of the following:
-Human skin substitutes : native-like human skin substitutes,
for clinical and industrial applications;
-Substitute cornea : a potential corneal substitute which is
made from human cells in Serum-Free Media. Its purpose is to
function as a comparable and a direct replacement to human corneal
donor tissue;
-Cultured meat: highly structured muscle tissue for use in the
cultivated protein market produced through the cultivation of
animal cells; and
-Lab-grown leather: lab-grown leather which is an alternative
source of animal leather.
Strategy for the Enlarged Group
3DBT's business model is to develop intellectual property around
each of its applications, and to then licence out the patent-
protected intellectual property to manufacturers, wholesalers and
distributers of the end products. 3DBT currently manufactures
product for serum-free media and an active ingredient for skin care
products.
KEY TERMS OF THE ACQUISITION
Pursuant to the Acquisition Agreement, the Company has
conditionally agreed to acquire the entire issued share capital of
3DBT. The consideration for the entire issued share capital will
consist entirely of the issue of the Consideration Shares to the
Sellers.
The Consideration Shares to be issued pursuant to the
Acquisition will be credited as fully paid and rank pari passu in
all respects with the Existing Ordinary Shares in issue, including
the right to receive all future dividends or other distributions
declared, made or paid after the date of issue. The Acquisition
Agreement contains customary warranties and indemnities relating to
3DBT and its business and assets, given by the Warrantors in
relation to general and operational warranties and a customary tax
covenant in favour of the Company. Claims under the Acquisition
Agreement are subject to certain financial, time and other
limitations. The Company has also given warranties in favour of the
Sellers relating to its status, business, assets and financial
information.
The Acquisition Agreement may be terminated by the Company in
certain customary limited circumstances, including where the
Company becomes aware of a material breach of warranty or material
breach of interim covenant prior to Admission. The Acquisition
Agreement may also be terminated by the Sellers in event of
material breach of the warranties given by the Company.
Conditions of the Acquisition
Completion of the Acquisition is conditional, inter alia,
upon:
-- approval by the FCA, and the publication, of a Prospectus
relating to the issue of the Consideration and Placing Shares;
-- the Takeover Panel agreeing to grant a waiver of the
obligation of the members of the Concert Party under Rule 9 of the
City Code;
-- the passing of the Resolutions at the General Meeting;
-- the Consideration Shares and the Placing Shares having been
issued and allotted unconditionally subject only to their
Admission;
-- the Placing having become unconditional in all respects save
for any condition relating to Admission;
-- there having occurred in the period between the signing date
and Completion no material breach of any of the Warrantors' interim
covenants in the Acquisition Agreement, no material breach of
warranties and no material adverse change in relation to 3DBT;
and
-- Admission.
If the conditions are not satisfied or waived (if capable of
waiver) on or before the 28 February 2022 (or such later date as
the Company and the Sellers' representative may agree), the Buyer
and the Sellers' representative shall meet in good faith and
cooperate to agree a course of action, failing such agreement
within 20 Business Days of such notice, the Buyer shall be entitled
to terminate this Agreement (save for certain customary provisions
which shall survive termination).
Lock-in undertaking
Pursuant to the Acquisition Agreement, the Sellers and the
Existing Directors shall also enter into a lock-in agreement with
the Company conditionally on Admission on standard terms. Under the
lock-in agreement, each Locked-in Party will severally agree that
it will not, without the consent of the Company, dispose of the
legal or beneficial interest in the Ordinary Shares or grant a
right or charge over such Ordinary Shares for a period of 12 months
from Admission.
PROPOSED PLACING
In conjunction with the Acquisition and subject to Admission,
the Company proposes to raise up GBP1.75 million, before expenses,
via a placing to institutional and other investors. The Placing is
expected to take place at the Placing Price of 7.37 pence per
share.
The Company has engaged Shard Capital to act as the Company's
placing agent and adviser for the purposes of the Placing . The
Placing is not expected to be underwritten. The Placing is expected
to be conditional, inter alia, on:
-- the Acquisition Agreement becoming unconditional in all respects save for Admission;
-- the Takeover Panel agreeing to grant a waiver of the
obligation of the members of the Concert Party under Rule 9 of the
City Code;
-- approval by the FCA of the Prospectus and the publication of the Prospectus;
-- the Resolutions being passed at the General Meeting; and
-- Admission occurring no later than 8:00 a.m. on 28 February 2022.
BOARD COMPOSITION
At Completion, it is expected that Professor Che John Connon be
appointed a director of the Company. None of the Existing Directors
are expected to resign.
Professor Connon is Director of Business Development for the
Faculty of Medical Sciences, Newcastle University (UK) and will
continue in this role following Completion. He has lead a word
leading academic research team that seeks to engineer functional
replacement tissues using a cell derived, bio-inspired approach. He
was the first to 3d bio-print a human cornea and understand the
bio-mechanical properties of the corneal stem cell niche.
Professor Connon has received continuous UK government research
funding since 2007 and has published over 100 papers in
international journals and has edited several books in regenerative
medicine, stem cell bioprocessing and hydrogels in tissue
engineering. Professor Connon has embraced academic entrepreneurial
activities and has successfully founded (and remains a Director of)
three Bio-tech spin-outs from Newcastle University (UK),
comprising:
-- Atelerix. Ltd a company that supplies hydrogels for the
storage and shipment of cells at controlled room temperature for
clinical and scientific purposes.
-- 3D Bio-Tissues Ltd has developed a powerful platform that
allows for the production of structured tissues.
-- CellulaREvolution Ltd supplies technologies to assist in the
manufacture of adherent cells for biotechnology needs.
TAKEOVER PANEL
The Company is subject to the City Code. Under Rule 9 of the
City Code, any person who acquires an interest (as de ned in the
City Code) in shares which, taken together with shares in which he
is already interested in and which persons acting in concert with
him are interested, carry 30 per cent. or more of the voting rights
of a company which is subject to the City Code, is required to make
a general offer to all the remaining shareholders to acquire their
shares.
Following Completion, it is expected that the Concert Party
would be interested in more than 50 per cent. of the Enlarged
Issued Share Capital. Accordingly, the Acquisition is conditional
upon the passing of the Whitewash Resolution at the General
Meeting. The proposed Whitewash Resolution is also conditional on
the Takeover Panel consenting to the whitewash under Rule 9 of the
City Code and their approval of the circular to shareholders
convening the General Meeting. The Takeover Panel's agreement to
grant a waiver under Rule 9 of the City Code will (if granted) be
subject to the approval, by means of a poll vote by the eligible
Existing Shareholders, of the Whitewash Resolution.
A circular together with a notice convening the General Meeting
to approve the Resolutions (which shall include the Whitewash
Resolution) will be posted to Shareholders in due course.
INDEPENT DIRECTOR
Min Yang and Geoffrey Baker are directors of the Company and are
also directors of 3DBT. Min Yang and Geoffrey Baker are also
directors of BSF Angel Funding Limited, a shareholder of 3DBT
(being, therefore, a Seller and a Warrantor) and are members of the
Concert Party. Dennis Ow has been appointed as an independent
director of the Company to manage any such conflicts of interests
and to ensure that the terms of the Acquisition have been
negotiated and agreed on an arm's length basis. Any matters on
which Min Yang and/or Geoffrey Baker have a conflict of interest
have been and will continue to be delegated to and considered by
Dennis Ow.
Under the City Code this precludes Min Yang and Geoffrey Baker
from providing any opinion or recommendation in respect of the
proposed waiver of Rule 9 and the Whitewash Resolution, which will
be a matter for the Independent Director. As members of the Concert
Party they are also excluded from voting in their capacity as
Shareholders on the Whitewash Resolution.
As required by the City Code, Dennis Ow, the Independent
Director, is obtaining competent independent advice regarding the
merits of the Acquisition, which will be the subject of the
Whitewash Resolution, the controlling position which it will
create, and the effect which it will have on Shareholders
generally.
PROSPECTUS
In order to implement the Acquisition, the Placing and
Admission, the Company is required to have approved by the FCA and
to publish a Prospectus, prepared in accordance with the Prospectus
Regulation Rules which sets out, inter alia, further information on
the Acquisition, the Placing and Admission and the Enlarged Group.
Subject to obtaining FCA approval, the Prospectus will be available
at the Company's website: www.bsfenterprise.com as soon as
practicable following its publication and a further announcement
will be made in due course.
GENERAL MEETING
Completion of the Acquisition, the issue of Consideration
Shares, the Placing and certain related matters require the
approval of Shareholders at a general meeting of the Company.
At the General Meeting, it is expected that the Resolutions
proposed will, inter alia, comprise resolutions:
-- To approve the Whitewash Resolution.
-- To grant the directors general authority to allot the
Consideration Shares and the Placing Shares referred to in this
announcement and a further authority to allot shares calculated by
reference to the Enlarged Issued Share Capital.
-- To disapply statutory pre-emption rights in connection with
the allotment of the Consideration Shares and the Placing Shares to
in this announcement and a further authority to allot shares
calculated by reference to the Enlarged Issued Share Capital.
A notice convening the General Meeting to approve the
Resolutions will be posted to Shareholders in due course, subject
to obtaining the approval of the Takeover Panel.
DEFINITIONS
Acquisition the proposed acquisition by the Company
of the entire issued share capital
of 3DBT pursuant to the terms of the
Acquisition Agreement;
Acquisition Agreement means the conditional agreement dated
23 December 2021 made between the Company
and the Sellers relating to the Acquisition
;
Admission means the re-admission of the Existing
Ordinary Shares and the admission of
the New Ordinary Shares to the Official
List by way of a Standard Listing and
to trading on the London Stock Exchange's
Main Market for listed securities;
Business Day means any day other than a Saturday,
Sunday or UK bank or public holiday
that is also a day on which dealings
in domestic securities may take place
on, and with the authority of, the
London Stock Exchange;
City Code the City Code on Takeovers and Mergers;
Company means BSF Enterprise plc, a company
incorporated in England & Wales whose
registered office address is at C/o
Locke Lord (UK) LLP, 201 Bishopsgate,
London EC2M 3AB with company number
11554014;
Completion means completion of the Acquisition;
Concert Party means Sellers and certain existing
Shareholders considered by the Company
and its advisers (subject to agreement
by the Panel) to be acting in concert;
Consideration Shares means the 33,900,003 new Ordinary Shares
to be issued and allotted to the Sellers
at the Placing Price pursuant to the
terms of the Acquisition Agreement;
Directors, Board or Board means the current directors of the
of Directors Company or the board of directors from
time to time of the Company, as the
context requires, and "Director" is
to be construed accordingly;
Enlarged Group means, with effect from Completion,
the Company and 3DBT;
Enlarged Issued Share Capital means the share capital of the Company
immediately following the issue of
the New Ordinary Shares;
Existing Directors means Min Yang, Geoffrey Robert Baker
and Dennis Ow;
Existing Ordinary Shares means the 36,900,000 Ordinary Shares
of GBP0.01 each in issue as at the
date of this announcement;
FCA means the UK Financial Conduct Authority;
FSMA means the UK Financial Services and
Markets Act 2000, as amended;
GBP, pounds sterling or means British pounds sterling;
GBP
General Meeting the general meeting of the Company
at which, inter alia, the Resolutions
will be proposed;
Independent Director Dennis Ow;
Independent Shareholders all Shareholders other than the members
of the Concert Party;
Listing Rules means the listing rules made by the
FCA under section 73A of FSMA as amended
from time to time;
Locked-in Parties means the Sellers and the Directors
of the Company holding Ordinary Shares
or interests in Ordinary Shares as
at the date of Admission;
London Stock Exchange means London Stock Exchange plc;
Main Market means the main market for listed securities
of the London Stock Exchange;
Market Abuse Regulation or the UK version of the EU Market Abuse
MAR Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA)
and the relevant provisions of the
EU Market Abuse Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares and the Consideration
Shares;
Official List means the official list maintained
by the FCA;
Ordinary Shares means the ordinary shares of GBP0.01
each in the capital of the Company
including, if the context requires,
the New Ordinary Shares;
Placing means the proposed placing of the New
Ordinary Shares by the Company at the
Placing Price, conditional inter alia
on Admission;
Placing Price means 7.37 pence per New Ordinary Share;
Placing Shares means the new Ordinary Shares proposed
to be issued and allotted pursuant
to the Placing;
Proposed Director means Professor Che John Connon;
Prospectus means the prospectus relating to the
Acquisition, the Placing, Admission
and the Enlarged Group;
Prospectus Regulation Rules the Prospectus Regulation Rules made
by the FCA under Part VI of the FSMA;
Regulated Activities Order the Financial Services and Markets
Act 2000 (Regulated Activities) Order
2001 (as amended)
Resolutions means the resolutions to be put to
the Shareholders at the General Meeting;
Restricted Jurisdiction means the United States, Canada, Japan,
Australia and the Republic of South
Africa;
Reverse Takeover means a reverse takeover as defined
in the Listing Rules;
SEC means the U.S. Securities and Exchange
Commission;
Securities Act means the U.S. Securities Act of 1933,
as amended;
Sellers means Professor Che Connon, Dr Ricardo
Gouveia, Newcastle University Holdings
Limited and BSF Angel Funding Limited,
being together all of the Sellers of
the entire issued share capital of
3DB T pursuant to the Acquisition Agreement;
Shard Capital Shard Capital Partners LLP, which is
authorised and regulated in the United
Kingdom by the Financial Conduct Authority
(FRN: 538762);
Shareholders means the holders of Ordinary Shares;
Standard Listing means a standard listing under Chapter
14 of the Listing Rules;
Takeover Panel the Panel on Takeovers and Mergers;
United Kingdom or U.K. means the United Kingdom of Great Britain
and Northern Ireland;
United States or U.S. means the United States of America;
US$ or USD US dollars, the lawful currency of
the United States of America;
Warrantors means Professor Che John Connon, Ricardo
Gouveia and BSF Angel Funding Limited,
being certain of the Sellers; and
Whitewash Resolution means the ordinary resolution of the
Independent Shareholders to be taken
on a poll to approve the waiver by
the Panel of the obligation that would
otherwise arise on the Concert Party
to make a general offer under Rule
9 of the City Code to be proposed at
the General Meeting.
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END
ACQEAEALASDFFFA
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December 24, 2021 05:57 ET (10:57 GMT)
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