Ashington Innovation PLC Heads of Terms Signed (6337J)
17 Agosto 2023 - 4:10AM
UK Regulatory
TIDMASHI
RNS Number : 6337J
Ashington Innovation PLC
17 August 2023
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under the UK version of the Market Abuse Regulation No 596/2014
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Press Release
17 August 2023
Ashington Innovation plc
("Ashington" or "the Company")
Heads of Terms Signed
Proposed Reverse Takeover of Cell Therapy Limited
Suspension of Listing
Conditional Acquisition of Cell Therapy Limited
Ashington Innovation (LSE:ASHI), the Special Purpose Acquisition
Company (SPAC) established to acquire businesses primarily in the
technology sector, is pleased to announce that the Company has
entered into a non-binding term sheet (the "Term Sheet") with Cell
Therapy Limited ("Cell Therapy") pursuant to which Ashington
Innovation will acquire 100% of the total issued equity for GBP135
million in an all share transaction (the "Transaction"). Cell
Therapy is a clinical stage biotechnology firm with a portfolio of
patented cellular medicines with a lead program that successfully
completed an early-stage human clinical trial in heart failure.
The Directors of Ashington Innovation consider the Transaction
to represent a transformational, value enhancing transaction for
shareholders, which is fully aligned with the Company's growth
strategy. Cell Therapy's product and patent portfolio provides a
platform to develop leading medicines, which have been validated in
a human clinical trial and through granted patents in the US, UK,
EU and Asia.
To fund the Transaction, Ashington Innovation will be seeking to
carry out a placing of new ordinary shares to new and existing
investors ("Placing") to raise funds of up to GBP3 million to
finance the drug development program and working capital. As such,
the Transaction is conditional, inter alia, on the completion of
due diligence, definitive sale and purchase documentation,
obtaining the necessary regulatory approvals from the FCA and the
Takeover Panel, a successful Placing, and the passing of necessary
resolutions to approve the Transaction by the shareholders of the
Company at a duly convened general meeting.
Suspension of Listing
As the proposed acquisition, if it proceeds, will constitute a
Reverse Takeover under the Listing Rules, the Company's ordinary
shares shall be suspended pending the publication of a prospectus
or an announcement that the proposed Transaction is not proceeding.
Any restoration of the listing is subject to the approval of the
FCA.
At this stage, there can be no guarantee that the proposed
Transaction will complete nor as to the final terms of the proposed
Transaction. Further announcements and updates will be made in due
course.
Jason Smart, Founder of Ashington Innovation, commented: "We are
delighted to have agreed a heads of terms to acquire Cell Therapy.
During the past few months, we have reviewed numerous projects and
believe the proposed acquisition meets our stated objective of
identifying a potentially extremely valuable entity capable of
sustainable development and with significant technological
advantages. The directors believe that the regenerative medicine
and biotechnology sector presents compelling opportunities to
create value for shareholders and the proposed acquisition presents
a high-quality target with an experienced and expert leadership.
This is a very exciting opportunity to bring a scalable business
with a strong track record to the public markets."
For further information please contact:
Ashington Innovation plc
David Orchard via Tancredi +44 207 887
General Counsel 7633
-------------------------
SI Capital Ltd.
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Corporate Broker
Jon Levinson + 44 1483 413 500
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Tancredi Intelligent Communication
Media Relations
-------------------------
Helen Humphrey
Charlie Hobbs + 44 7449 226 720
Jasmine Gadhavi +44 7897 557 112
ashington@tancredigroup.com +44 7931 435 236
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About Ashington Innovation plc
Ashington Innovation PLC is a special purpose acquisition
company (SPAC), formed with the intention of acquiring businesses
operating in the technology sector.
The Company believes that in the increasingly fast-changing
global environment there will be an abundance of opportunities to
acquire existing businesses in the technology sector, and in
particular businesses that possess and utilise proprietary
technologies and own applicable intellectual property.
The Company is not limited to any specific geographic region in
identifying its target companies.
www.ashingtoninnovationplc.com
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August 17, 2023 03:10 ET (07:10 GMT)
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