This announcement contains Inside Information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain
26 July 2022
TECC Capital Plc
(“TECC” or the "Company")
£300,000 Convertible Loan Notes investment by TECC into EDX Medical Limited
TECC Capital plc (AQSE: TEC), the special purpose acquisition company established for the purpose of identifying and acquiring a business developing and/or supporting the application of technology in an innovative sector, is pleased to announce that it has agreed to subscribe for £300,000 of Convertible Loan Notes (“CLNs”) of £1 each in EDX Medical Limited (“EDX”).
EDX was founded in early 2022 by Professor Sir Christopher Evans and Dr Michael Hudson and has to date been backed by a group of experienced private investors.
Should the CLNs convert, they will do so following the acquisition of the entire issued share capital of EDX by TECC by way of a reverse takeover transaction under the AQSE Access Growth Market Rules (“Reverse Takeover”) at a subscription price expected to be at a discount to the price per EDX ordinary share expected to be paid on completion of a Reverse Takeover.
The repayment of the CLN has been guaranteed by the founder and majority shareholder of EDX Sir Christopher Evans in the event that a Reverse Takeover does not succeed. The CLN funding will assist EDX’s digital diagnostics rapid expansion and growth.
Sir Chris Evans and Dr Mike Hudson, who together have a controlling interest in EDX, have also signed irrevocable undertakings to negotiate a Sale and Purchase Agreement (“SPA”) subject the completion of satisfactory due diligence and certain terms being agreed.
There is no guarantee that the terms of an SPA will be agreed or that a Reverse Takeover transaction will conclude.
In addition, Sir Chris Evans has agreed to subscribe for £1.4m of convertible loan notes of £1 each in EDX to meet the costs of the acquisition of certain operating assets and licenses by EDX (“CE CLN”). TECC is also a party to the CE CLN instrument only in order to ensure that TECC shares can be issued to the relevant noteholders should a Reverse Takeover be successfully concluded.
Background on EDX Medical Limited
EDX has been founded with the intent to build a significant position in the digital diagnostics sector, based on the investment and changes in the diagnostics sector brought about by the Covid pandemic, deploying digitally-enabled diagnostic products and services to identify disease risk, improve clinical decision-making and accelerate the development of new medicines in the areas of cancer, heart disease, neuro-degeneration and infectious disease.
Improved familiarity with personal testing combined with the introduction of new regulations in the UK and Europe over the coming 5 years will drive strong growth and consolidation in the sector, particularly for digital tests and biomarkers used to support pharmaceuticals development.
EDX operates a molecular biology and diagnostics laboratory in Cambridge, UK, from which it provides Polymerase Chain Reaction (PCR) testing and genomic sequencing, undertakes R&D, quality assurance and established expertise in the design, development, validation and sourcing of Lateral Flow Tests (LFTs) on a commercial scale. From this foundation, EDX intends to further invent, in-licence, develop, protect and validate proprietary products and technologies beyond Covid, providing globally-relevant healthcare diagnostics solutions that are digitally robust, secure, accessible and trusted by consumers and their advisers.
EDX products and services include:
research, design and validation of personal, ‘point-of-care’ and laboratory tests;
immunoassay, PCR and genomic sequencing research and clinical services;
CE-registered lateral flow test digital reader for reporting on mobile devices;
secure services and data analytics tools, including laboratory information systems for disease
surveillance and government reporting; and
growing health professional, pharmacy and business support and distribution.
EDX Medical Team
EDX was founded by Sir Chris Evans who is widely regarded as one of Europe’s most successful and prolific life-sciences entrepreneurs. Sir Chris has founded over 50 companies, 20 of which have listed on six different stock markets. Many of these successful companies have specialised in creating and managing clinical trials and securing regulatory approval of new medicines and unique medical products. Sir Chris is the EDX Chief Development Officer.
The CEO of EDX is Dr Mike Hudson who is an internationally experienced entrepreneur, corporate director and builder of distinctive life science and healthcare businesses. For almost 20 years he ran international businesses in health, nutrition and bio-ingredients for Unilever, Bristol-Myers Squibb and Royal Numico before joining the private equity/venture sector in 2000. He has advised on / led over 20 transactions and strategic partnerships with a combined value of over $2 billion including multiple merger integrations and has served on over 16 boards in UK, USA, Sweden, Netherlands and Singapore.
In addition, Sir Chris has assembled an experienced board and senior management team including eminent sector figures with whom he has worked previously.
John Taylor, Executive Director of TECC Capital Plc said:
“We are delighted to have concluded this investment in to EDX Medical by way of a Convertible Loan Note. We have followed the development of EDX Medical closely over the last few months which has been impressive. Sir Chris Evans has assembled an outstanding team of senior management and directors that are intent on rapid expansion of the EDX offering into global markets through organic growth and acquisitions where identified. We are excited at the prospects in the ever-expanding digital diagnostics market.
Sir Chris has been at the forefront of many successful life sciences businesses and TECC Capital is excited to be able to support the EDX Medical journey from this early stage.”
Sir Chris Evans, Founder and Chief Development Officer CEO of EDX Medical Limited said:
“By translating clinical insights into pragmatic solutions, developing and integrating advanced biological and digital technologies, EDX seeks to improve the detection and personalised management of disease and accelerate the cost-effective development of new medicines. We welcome this initial investment from TECC Capital and look forward to deepening our relationships with their Board. Their funds will help accelerate our early/first-mover advantage in consolidating the European digital diagnostics sector to build critical mass.”
The Company has requested that its ordinary shares be suspended from trading on the AQSE Growth Market with immediate effect and will remain so pending publication of an AQSE Growth Market admission document setting out, inter alia, details of the proposed acquisition, or confirmation is provided that discussions around the proposed acquisition have been terminated.
The Directors of the Company accept responsibility for the contents of this announcement.
TECC Capital plc
+44 (0)20 7469 0930
AQSE Growth Market Corporate Advisor
+44 (0)20 3475 1847
EDX Medical Limited
+44 (0)207 710 0020