TEK Tekcapital Plc

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as imported into the laws of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended) and certain other enacting measures ("UK MAR"). With the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

15 November 2024

Tekcapital plc

("Tekcapital" or the "Company")

Fundraising of £1.0 million (c.US$1.27m)

Tekcapital Plc (AIM: TEK) the UK intellectual property investment group focused on creating valuable products that can improve people's lives announces that it has raised a total of £1.0 million (c.US$1.27m) before expenses, in a fundraise (the "Fundraise") comprising of a placing ("Placing") from existing and new shareholders, by way of the issue of, in aggregate, 11,724,167 new ordinary shares of 0.4 pence each in the Company (the "Ordinary Shares"), at a price ("Placing Price") of 7.5 pence per share (the "Placing Shares"), together with a subscription ("Subscription") by existing and new shareholders of, in aggregate, 1,609,167 new Ordinary Shares ("Subscription Shares") at the Placing Price.

The Placing was undertaken by the Company's broker SP Angel Corporate Finance LLP.

Key Highlights:

-      £1.0m (US$1.27m) before expenses was raised by means of the Fundraise.

Funds raised will be used as follows:

-      £0.4m to accelerate deployment of Guident Ltd's Remote Monitor and Control Centre (RMCC) with existing customer base and onboard new clients at Guident;

-      £0.2m for the preparation of Guident's planned IPO in 2025; and

-      the remainder of the funds raised will primarily be for additional working capital.

Related Party Transaction

As part of the Fundraise, Tekcapital CEO and Chairman Dr Clifford Gross has subscribed for 342,500 new Ordinary Shares at the Placing Price (the "Director Subscription"). On admission of the Placing Shares and Subscription Shares Dr Clifford Gross will hold 9,000,000 Ordinary Shares representing 4.25% of the enlarged issued share capital of the Company.

The Director Subscription is deemed to be a related party transaction for the purposes of AIM Rule 13. The directors of the Company, other than Clifford Gross, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, consider that the terms of the Director Subscription are fair and reasonable insofar as shareholders of the Company are concerned.

Admission and Total Voting Rights

Application will be made for the Placing Shares  and the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 20 November 2024.

Following the issue of the 11,724,167  Placing Shares and the 1,609,167 Subscription Shares, which, on Admission, will rank pari passu with the existing Ordinary Shares, the total number of Ordinary Shares in issue with voting rights in the Company will be 211,521,496. There are no shares held in treasury.

The above figure of 211,521,496  Ordinary Shares may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Clifford M. Gross Ph.D., Executive Chairman of Tekcapital plc commented:

"We are excited to have completed this fundraising round as it will further the progress of Guident ahead of its planned 2025 Initial Public Offering. Additionally, we look forward to keeping shareholders updated with the anticipated progress of our other portfolio companies in due course."

About Tekcapital plc

Tekcapital creates value from investing in new, university-developed discoveries that can enhance people's lives. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.

LEI: 213800GOJTOV19FIFZ85

For further information, please contact:

IMPORTANT INFORMATION

The information contained in this Announcement does not constitute an offering of securities for sale in the United States of America and no securities have been or will be registered under the United States Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States of America nor will they qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan or the Republic of South Africa, nor has any prospectus in connection with the securities been lodged with or registered by the Australian Securities and Investments Commission. The securities may not be offered or sold in the United States of America. This Announcement is not for distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful.

This Announcement, does not constitute a prospectus or prospectus equivalent document for the purposes of the prospectus rules and has not been, and will not be, approved by, or filed with, the Financial Conduct Authority ("FCA"). It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer of or invitation to buy or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification, or exemption, under the securities laws of any such jurisdiction.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SP Angel or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

SP Angel is authorised and regulated by the FCA. SP Angel is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or SP Angel that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and SP Angel to inform themselves about, and to observe such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

All times and dates in this Announcement may be subject to amendment. SP Angel shall notify the Placees and any person acting on behalf of the Placees of any changes.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements contained within the following, each as imported into the laws of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended) and certain other enacting measures: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to an offer of securities such as the Placing Shares.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.