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.

Press Release

17 August 2023

Ashington Innovation plc

("Ashington" or "the Company") 

Heads of Terms Signed

Proposed Reverse Takeover of Cell Therapy Limited

Suspension of Listing

Conditional Acquisition of Cell Therapy Limited

Ashington Innovation (LSE:ASHI), the Special Purpose Acquisition Company (SPAC) established to acquire businesses primarily in the technology sector, is pleased to announce that the Company has entered into a non-binding term sheet (the "Term Sheet") with Cell Therapy Limited ("Cell Therapy") pursuant to which Ashington Innovation will acquire 100% of the total issued equity for £135 million in an all share transaction (the "Transaction"). Cell Therapy is a clinical stage biotechnology firm with a portfolio of patented cellular medicines with a lead program that successfully completed an early-stage human clinical trial in heart failure. 

The Directors of Ashington Innovation consider the Transaction to represent a transformational, value enhancing transaction for shareholders, which is fully aligned with the Company's growth strategy. Cell Therapy's product and patent portfolio provides a platform to develop leading medicines, which have been validated in a human clinical trial and through granted patents in the US, UK, EU and Asia.

To fund the Transaction, Ashington Innovation will be seeking to carry out a placing of new ordinary shares to new and existing investors ("Placing") to raise funds of up to £3 million to finance the drug development program and working capital. As such, the Transaction is conditional, inter alia, on the completion of due diligence, definitive sale and purchase documentation, obtaining the necessary regulatory approvals from the FCA and the Takeover Panel, a successful Placing, and the passing of necessary resolutions to approve the Transaction by the shareholders of the Company at a duly convened general meeting.

Suspension of Listing

As the proposed acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall be suspended pending the publication of a prospectus or an announcement that the proposed Transaction is not proceeding. Any restoration of the listing is subject to the approval of the FCA.

At this stage, there can be no guarantee that the proposed Transaction will complete nor as to the final terms of the proposed Transaction. Further announcements and updates will be made in due course.

Jason Smart, Founder of Ashington Innovation, commented: "We are delighted to have agreed a heads of terms to acquire Cell Therapy. During the past few months, we have reviewed numerous projects and believe the proposed acquisition meets our stated objective of identifying a potentially extremely valuable entity capable of sustainable development and with significant technological advantages. The directors believe that the regenerative medicine and biotechnology sector presents compelling opportunities to create value for shareholders and the proposed acquisition presents a high-quality target with an experienced and expert leadership. This is a very exciting opportunity to bring a scalable business with a strong track record to the public markets."

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About Ashington Innovation plc

Ashington Innovation PLC is a special purpose acquisition company (SPAC), formed with the intention of acquiring businesses operating in the technology sector.

The Company believes that in the increasingly fast-changing global environment there will be an abundance of opportunities to acquire existing businesses in the technology sector, and in particular businesses that possess and utilise proprietary technologies and own applicable intellectual property.

The Company is not limited to any specific geographic region in identifying its target companies.

www.ashingtoninnovationplc.com