Spiritus Mundi signs terms to acquire InReste

LONDON: Spiritus Mundi plc (LSE:SPMU), the Special Purpose Acquisition Company (SPAC) seeking to acquire targets in Europe and Asia in the clinical diagnostics sector, has entered into a heads of terms to acquire the entire issued share capital of InReste Pte. Ltd.

The proposed acquisition would constitute a reverse takeover under the UK Financial Conduct Authority (FCA)’s Listing Rules.

InReste operates in the healthcare sector, offering a range of innovative technologies and solutions, including through its related companies. It is an integrated healthcare and wellness provider with an established biomedical research and development arm that holds exclusive patents over a number of clinical diagnostic tests.

InReste is currently in the process of undertaking a corporate reorganisation such that, prior to entering into the Proposed Acquisition, it will own the entire issued share capital of Restalyst Pte. Ltd. and Reste Laboratories Pte. Ltd..

ResteLab operates a 20,000 square foot state-of-the-art laboratory in central Singapore, offering a comprehensive selection of testing, screening and laboratory services to clinicians and healthcare professionals. It is automated to process laboratory tests quickly, turning around up to 10,000 tests daily.

These services are complemented by Restalyst, which is an innovative biomedical company that develops, manufactures and markets a range of diagnostic solutions.

It provides clinically-proven diagnostic solutions, including a number of patented solutions, to the medical and healthcare industry including detection kits for gastric cancer, nasopharyngeal (nose) cancer and liver cancer.

Zaccheus Peh, the Company’s Non-Executive Chairman, is a controlling shareholder of InReste and is expected to hold a controlling interest in InReste following completion of the Restructuring.

The Heads of Terms are non-binding save for exclusivity until 31 December 2024 and customary terms of an agreement of this nature, such as confidentiality and governing law.

Under the Heads of Terms, it is the current intention of the parties that the consideration for the Proposed Acquisition, to be agreed between the parties, shall be satisfied by the issue of new ordinary Shares in Spiritus Mundi at a price to be agreed between the parties.

As Zaccheus Peh is a director of the Company and the controlling shareholder of InReste, the Proposed Acquisition is expected to constitute a Material Related Party Transaction as defined under DTR 7.3.6. 

Zaccheus Peh has therefore not participated in the Spiritus Mundi board resolution to approve the Heads of Terms and the Company’s independent directors consider that the Head of Terms concerning the Proposed Acquisition are fair and reasonable from the perspective of the Company and its independent shareholders.

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