Announcement of Strategic Review

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   François R. Martelet, M.D., CEO   Ian Postlethwaite, CFO	Tel: [phone]
WHIreland (NOMAD, Financial Adviser and Broker) Chris Fielding / Jessica Cave / Chris Viggor	Tel: [phone]
Ondra (Financial Adviser) Michael Tory / Michiel Bröker	Tel: [phone]
Consilium Strategic Communications   Mary-Jane Elliott / Chris Welsh / Laura Thornton	Tel: [phone] [e-mail]

 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 [phone] 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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