TIDMABDX
RNS Number : 7142K
Abingdon Health PLC
30 August 2023
Abingdon Health plc
("Abingdon Health" or "the Company")
Agreed changes to Concert Party
York, U.K. 30 August 2023: Abingdon Health plc (AIM: ABDX), a
leading international lateral flow contract development and
manufacturing organisation (CDMO) provides an update on changes to
the shareholder concert party established at IPO.
Under the City Code on Takeovers and Mergers (the "Code")
published by the Panel on Takeovers and Mergers (the "Panel"), a
concert party arises where persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or
consolidate control (as defined in the Code) of a company or to
frustrate the successful outcome of an offer for a company.
Certain persons will be presumed, as set out in the Definitions
in the Code, to be persons acting in concert with other persons in
the same category unless the contrary is established, including
shareholders in a private company who, following the
re-registration of that company as a public company in connection
with an initial public offering or otherwise, become shareholders
in a company to which the Code applies.
At the time of its IPO on 15 December 2020, the Company stated
in its admission document, that it had agreed with the Panel that a
concert party (the "IPO Concert Party") existed in the context of
the Company, including founders and certain shareholders in the
Company before IPO. As at 10 August 2023, being the date of the
Company's most recent share register analysis, the IPO Concert
Party held 35.2% of the shares in Abingdon, meaning none of the IPO
Concert Party may purchase shares in Abingdon without triggering an
obligation under Rule 9 of the Code to make an offer for the whole
of its issued share capital in cash at the highest price paid by a
member of the IPO Concert Party during the 12 months prior to the
announcement of that offer.
The Company has now agreed with the Panel that the IPO Concert
Party is no longer itself a single concert party, but now comprises
three separate concert parties which are distinct and independent
for the purposes of the Code. In addition, it has been agreed with
the Panel that three shareholders are no longer included in any of
the three new concert parties. The shareholders who are no longer
included in a concert party are Mr Richard Marlow, Mr Jason Borrows
and Kaden Biotech Ltd.
The three new concert parties are:
1. The Founder Group, comprising founders and associates which
has an aggregate interest of the Company of approximately
18.9%.
2. The Duckworth Group, comprising certain investment vehicles
associated with Mr Max Duckworth which has an aggregate interest of
the Company of approximately 14.0%.
3. The Drayson Group, comprising Professor Mark Drayson and
associates which has an aggregate interest in the issued share
capital of the Company of approximately 1.8%.
The members of these three groups, including their beneficial
interests in ordinary shares in the Company, are as follows:
1. The Founder Group
Number of
Shareholder Shares % of ISC
Chris Hand 13,028,467 10.7%
----------- ---------
Chris Yates 7,888,844 6.5%
----------- ---------
Brett Pollard 624,486 0.5%
----------- ---------
Chris Lewis 640,000 0.5%
----------- ---------
Tracie Lewis 481,500 0.4%
----------- ---------
Philip Hand 248,496 0.2%
----------- ---------
Nicola Hand 142,328 0.1%
----------- ---------
Total 23,054,121 18.9%
----------- ---------
As at 10 August 2023
2. The Duckworth Group
Number of
Shareholder Shares % of ISC
Max Duckworth 0 0%
----------- ---------
Catenalucis LLC 7,588,488 6.2%
----------- ---------
Thornapple LLP 6,113,124 5.0%
----------- ---------
Godstow Holdings LLC 1,780,068 1.5%
----------- ---------
Nicholas Properties
UK Ltd 891,132 0.7%
----------- ---------
Humble Rogue Ventures
LLC 709,180 0.6%
----------- ---------
Total 17,081,992 14.0%
----------- ---------
As at 10 August 2023
3. The Drayson Group
Number of
Shareholder Shares % of ISC
Prof Mark Drayson 1,313,272 1.1%
---------- ---------
Prof Roy Jefferis 370,020 0.3%
---------- ---------
Dr Mark Cobbold 461,924 0.4%
---------- ---------
Total 2,145,216 1.8%
---------- ---------
As at 10 August 2023
The individuals within these three concert parties can now each
acquire further shares in the Company without triggering an
obligation under Rule 9 of the Code to make an offer for the whole
of its issued share capital, provided such acquisitions do not
cause the aggregate interest of their respective concert party to
reach or exceed 30 per cent. of the Company's issued ordinary
shares that carry voting rights.
Enquiries
Abingdon Health plc www.abingdonhealth.com/investors/
Chris Yates, Chief Executive Via Walbrook PR
Officer
Melanie Ross , Chief Financial
Officer
Chris Hand, Non-Executive
Chairman
Singer Capital Markets (Sole Tel: +44 (0)20 7496 3000
Broker and Nominated Adviser)
Peter Steel, Alex Bond (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
Paul McManus / Phillip Marriage Mob: +44 (0)7980 541 893 / +44
Alice Woodings (0)7867 984 082
+44 (0)7407 804 654
About Abingdon Health plc
Abingdon Health is a leading lateral flow contract development
and manufacturing organisation ("CDMO") offering its services to an
international customer base across industry sectors that include
clinical, animal health, plant health, and environmental testing.
Abingdon Health has the internal capabilities to take projects from
initial concept through to routine and large-scale manufacturing;
from "idea to commercial success."
The Company's CDMO division offers product development,
regulatory support, technology transfer and manufacturing services
for customers looking to develop new assays or transfer existing
laboratory-based assays to a lateral flow format. Abingdon Health
aims to support the increase in need for rapid results across many
industries and locations and produces lateral flow tests in areas
such as infectious disease, clinical testing including companion
diagnostics, animal health and environmental testing. Faster access
to results allows for rapid decision making, targeted intervention
and can support better outcomes.
Abingdon Health's Abingdon Simply Test (TM) range of self-tests
is an ecommerce platform that offers a range of self-tests to
empowers consumers to manage their own health and wellbeing. The
Abingdon Simply Test (TM) ecommerce site offers consumers a range
of information to support them in making informed decisions on the
tests available. In addition, the site provides Abingdon's contract
services customers with a potential route to market for self-tests.
The Abingdon Simply Test range is also sold through international
distributors and through other channels in the UK and Ireland such
as pharmacy chains.
Founded in 2008, Abingdon Health is headquartered in York,
England.
For more information visit: www.abingdonhealth.com
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