THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

MyHealthChecked PLC

("MyHealthChecked" or the "Company")

Proposed Sale of Concepta Diagnostics Limited

Designation as an AIM Rule 15 cash shell

Board Changes

Related Party Transaction

Publication of Circular and Notice of General Meeting

MyHealthChecked PLC (AIM: MHC), the consumer home-testing healthcare company, announces that it has agreed the conditional sale of the Group's trading subsidiary Concepta Diagnostics Limited ("Concepta") to Boots UK Limited ("Boots") for a total consideration of £2.375m ("the Disposal").

Concepta distributes and commercialises a range of at-home healthcare and wellness tests and has developed an accompanying proprietary digital platform. The Company has worked closely with Boots to develop its wellness portfolio and digital offering since its launch in May 2023 and has developed the platform to meet Boots' requirements since the relationship began in May 2021.

The Disposal

The Disposal, which is conditional upon shareholder approval, will be on a cash free, debt free basis for a total cash consideration to be paid on completion of £2.375m ("Completion").  A circular setting out details of the proposed disposal of Concepta (the "Circular") will be posted to shareholders today.  The Circular also contains a notice a General Meeting to be held in the Castle Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA, at 1.00 p.m. on 4 November 2025.

The Circular will be available online shortly at: https://investors.myhealthchecked.com/investors/shareholder-information.asp

Upon Completion the Company is expected to become an AIM Rule 15 cash shell with (unaudited) cash balances of approximately £5.7 million, after deducting all expenses and costs associated with the Disposal.

The Board will carefully consider the strategic options available in order to maximise Shareholder value. As the Chairman has experience in utilising cash shells to acquire growing businesses, with a demonstrable record of increasing shareholder value, this will include reviewing acquisition opportunities in a variety of sectors as well as considering a return of cash to Shareholders.

Board Changes and Related Party Transaction

If the Resolutions proposed at the General Meeting are passed by Shareholders, and the Disposal completes, Penelope McCormick will immediately resign from the Board to join Boots as Managing Director of Concepta. At that point Adam Reynolds will become Executive Chairman of the Company.

As part of Penelope McCormick's exit upon completion of the Disposal the Company intends to pay an exit bonus to Penelope McCormick, accelerate the vesting of certain existing share options and extend the exercise date of those options, details of which are outlined in the Circular. 

As Penelope McCormick is a director of the Company, she is deemed to be a related party and therefore the related party disclosure and other requirements under AIM Rule 13 apply in respect of the proposed exit bonus and acceleration of the vesting of certain existing share options and extension date of those options.

The Independent Directors of the Company (for these purposes being all the directors other than Penelope McCormick), having consulted with the Company's Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the Exit Bonus and proposed amendment to Share Options to be fair and reasonable insofar as the Company's shareholders are concerned.

Recommendation from Directors

As a standalone business, in its current form, the Company is likely to be loss-making for the foreseeable future. As a result, the Board has concluded that the disposal of Concepta for cash is in the best interests of Shareholders and the Company as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to 1.91% per cent. of the issued share capital of the Company.

Commenting on Outlook Penny McCormick, Chief Executive Officer of MyHealthChecked PLC, said:

"Although positive long-term growth is a realistic expectation for wellness testing, the value potential can only be realised via distribution through a variety of services; testing embedded as part of a wider healthcare ecosystem; and the evolution of healthcare driven by government policy.

"During this past year, operational costs have not been offset by COVID sales, demand for which has declined significantly, and despite growth in the sales of wellness tests and tight cost controls, the loss for H1 of the current year has been broadly comparable to the prior year.

"We have regularly updated Shareholders throughout the development of a longstanding working relationship with Boots, which has potential to be a significant player in the growth of home testing. As we look to the future, we have identified Boots as the right partner to take forward the MHC portfolio and drive home-testing as part of a wider range of healthcare services. As an organisation with deep retail product knowledge and pharmacy expertise, the board identified from the onset that a partnership with a trusted brand, with digital reach and a bricks and mortar footprint would be essential in leading the way in growing the sector. It is also clear that our digital platform supports long-term growth potential by underpinning the end-to-end customer journey, which firmly places testing as part of a wider service and product offering and builds a longer-term relationship with the end customer.

"This is a very exciting time for consumer healthcare in the UK, and we are delighted that our trusted portfolio and digital platform have been identified as an enabler in the drive to offer meaningful health services in the future."

For further information contact:

About MyHealthChecked PLC (www.myhealthcheckedplc.com)

MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK healthcare company focused on a range of at-home healthcare and wellness tests.

MyHealthChecked is the umbrella brand of a range of at-home rapid tests, as well as DNA, RNA and blood sample collection kits which have been created to support customers on their journeys to wellness. The tests are lateral-flow self-tests, whilst the sample collection kits enable the collection of blood, urine, nasal or mouth swab samples that are analysed in partner laboratories for a range of biomarkers. The tests have been made available online and for over-the-counter purchase. 

The MyHealthChecked portfolio has been identified as part of a change in mindset as customers become more familiar with the concept of accessible healthcare in the growing at home testing kit market with a focus on accessibility at the right price, led by UK-based experts.

The following information has been extracted from the Circular

DISPOSAL OF CONCEPTA DIAGNOSTICS LIMITED

AND

NOTICE OF GENERAL MEETING

Introduction

This Circular sets out details of the proposed disposal by the Company's wholly-owned subsidiary company, Fortis Cardiff Limited, of its wholly-owned subsidiary, Concepta Diagnostics Limited (the "Disposal"), following completion of which, the Company will become an AIM Rule 15 cash shell.

The purpose of this Circular is to provide you with the background to the Disposal, and to explain why the Directors consider the Disposal to be in the best interests of the Company and its Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolution to be proposed at the General Meeting.

Shareholders are strongly recommended to read this Circular.

A notice convening a General Meeting to be held in the Castle Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA, at 1.00 p.m. on 4 November 2025 is set out at pages 13 to 15 of this Document.

Background to and reasons for the Disposal

The principal activity of Concepta, is the distribution and commercialisation of a range of at-home healthcare and wellness tests, and the development of an accompanying proprietary digital platform.  The business was previously carried out by Concepta's parent company, Fortis, but was acquired by Concepta when the relevant trade and assets of Fortis were transferred to it under a hive-down arrangement, in exchange for the issue of shares, in August 2025.  The hive-down took place to facilitate the sale of the business by creating a new, 'clean' separate legal entity (Concepta) containing only the business and assets of Fortis that the Buyer wished to acquire.

Following the commercialisation of an initial range of COVID testing services, post-pandemic a range of at-home wellness tests were launched to retail by the Group in May 2023.  Although the Board believes that there is positive long-term growth potential for this product range, the category is still in its infancy and awareness amongst potential end-users is limited. As an organisation with deep retail product knowledge, the Board identified from the onset that a partnership with a trusted established retail organisation, with digital reach and a bricks and mortar footprint would be the key to unlocking revenue potential in the UK market.  It was also clear that the key to long term profitable growth was in the end-to-end customer journey, which firmly placed testing as part of a wider service and product offering and built upon a longer-term relationship with the end customer, enabling them to be informed and guided on the question of 'what next?' for the healthcare journey.

As previously reported, we have worked closely with the Buyer to develop the wellness portfolio and digital offering since its launch in May 2023, and have developed the platform to meet their requirements since the relationship began in May 2021. Our digital platform is able to integrate a wide portfolio of products and is a critical enabler in the delivery of higher margin services in the rest of the consumer wellness value chain. However, whilst testing plays a critical role in unlocking value, it has become clear that testing margins alone are insufficient to fund the investment required to generate sustainable and profitable growth in this category within a reasonable timescale.  As a standalone business, in its current form, the Company is likely to be loss-making for the foreseeable future and therefore the Board has concluded that the disposal of Concepta for cash is in the best interests of Shareholders and the Company as a whole.

Details of the Disposal

The Company and the Seller have entered into a conditional agreement with the Buyer (the "Disposal Agreement") pursuant to which the Seller has agreed to dispose of Concepta for a consideration of £2.375 million to be satisfied in cash.

The Disposal Agreement contains certain customary warranties (including tax warranties) in favour of the Buyer, and the Seller has also agreed to indemnify the Buyer in respect of certain liabilities. The Company has agreed to guarantee the Seller's liabilities under the Disposal Agreement subject to the same limitations of liability applicable to the Seller. The maximum liability of the Seller for all warranty claims under the Disposal Agreement (other than claims for certain fundamental warranties) shall not exceed the consideration payable to it under the Disposal Agreement. The Buyer has obtained a buy-side warranty and indemnity insurance policy which, subject to certain exceptions, provides cover for claims against the Seller and/or the Company up to £2.375 million.

The Disposal Agreement is conditional upon, amongst things, the Resolution being passed at the General Meeting and there being no fact, matter, event or circumstance, condition or change arising, occurring or being discovered which amounts to a material adverse change or has a material adverse effect. If the conditions are not satisfied, the Disposal Agreement will terminate. The Company and the Seller are also subject to certain restrictive covenants which, for a period of three years from completion of the Disposal, prevent either of them from, amongst other things, competing with the business of Concepta, soliciting or having business dealings with certain clients or customers of Concepta, and soliciting key employees of Concepta.

The Disposal will represent a fundamental change of business for the Company. This is because, should the Disposal proceed, the Company will become an AIM Rule 15 cash shell. 

Change of Name

A term of the Disposal Agreement is that the Company must change its name as soon as reasonably practicable, and in any event within 2 Business Days of completion of the Disposal, to a name that does not use the words "myhealthchecked", as the associated intellectual property rights belong to Concepta.

At a meeting of the Board, and in accordance with the powers granted to the Board pursuant to article 4 of the Company's articles of association, the Directors resolved to change the name of the Company subject to and with effect from completion of the Disposal. A further announcement will be made in due course informing Shareholders of the new name and the effective date of the change.

Financial Information on Concepta Diagnostics Limited

As Concepta only acquired the trade and assets being disposed of from its parent company, Fortis, on 20 August 2025 it does not have a trading history. However, for the year ended 31 December 2024, Fortis posted an operating loss of £1.69 million (2023: an adjusted operating loss of £0.89 million after the release of an exceptional credit from prior years of £1.17 million) on turnover of £3.6 million (2023: £10.98 million).  The unaudited management accounts of the Group for the eight months ended 31 August 2025 show an operating loss attributable to Concepta's business of approximately £1.5 million on turnover of £0.7 million.

As at 31 August 2025 Concepta had a net asset value (unaudited) of approximately £1.4 million.

Board Changes

If the Resolution proposed at the General Meeting is passed by Shareholders, and the Disposal completes, Penelope McCormick will leave the Board to join the Buyer. At that point Adam Reynolds will become Executive Chairman of the Company.

Employee Options and Settlement Terms

The Company has agreed with Penelope McCormick that, as part of her agreed exit upon completion of the Disposal, she will receive payment in lieu of notice in accordance with the terms of her contract of employment with the Company.

In addition, contingent on the disposal of Concepta, the Company intends to pay an exit bonus to Penelope McCormick and also accelerate the vesting of certain existing share options and extend the exercise date of those options. Details are as follows:

a)    Exit bonus: An exit bonus of £176,600, conditional upon completion of the Disposal. The value of the exit bonus is equivalent to approximately one month of Concepta's trading losses and is being paid in recognition of Penelope McCormick's significant contribution towards the profitable disposal of a loss-making business.

b)    Share Options: On 25 September 2023 Penelope McCormick was granted unapproved options over 600,000 Ordinary Shares at an exercise price of 9.5 pence each, to vest equally over a three-year period from the date of grant; 400,000 of these options will have vested at Completion and it is proposed that the remaining 200,000 options should also vest on the date of completion of the Disposal ("Accelerated Options"). In return Penelope McCormick will surrender fully vested EMI and unapproved options over 666,666 Ordinary Shares with an exercise price of 52.5 pence each for nil consideration. As at close of business on 13 October 2025, the "in the money" value of the Accelerated Options amounted to approximately £2,000.

As a "Good Leaver" any unexercised unapproved options would normally lapse six months after Penelope McCormick's employment terminates. It is also therefore proposed that the exercise period, for all of the unapproved options over 1,266,667 Ordinary Shares held by Penelope McCormick, be extended to 12 months from her employment termination date (which will be the date of completion of the Disposal).

In accordance with the terms of the Scheme Rules, five other employees of Concepta will also be determined to hold "Good Leaver" status and as such will be entitled to exercise their options over, in aggregate, 99,999 Ordinary Shares, during an exercise period of 180 days commencing on the date of completion of the Disposal, at an exercise price of 9.5 pence per Ordinary Share.

AIM Rule 13 and Related Party Transaction

As Penelope McCormick is a director of the Company, she is deemed to be a related party and therefore the related party disclosure requirements under AIM Rule 13 apply.

The Independent Directors of the Company (for these purposes being all of the directors other than Penelope McCormick), having consulted with the Company's Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the Exit Bonus and changes to the terms of the Share Options to be fair and reasonable insofar as the Company's shareholders are concerned.

Use of Proceeds

On completion of the Disposal the Company is expected to have (unaudited) cash balances of approximately £5.75 million after deducting all expenses of the transaction, including the costs associated with Penelope McCormick's departure.

If the Company becomes an AIM Rule 15 cash shell the Board will carefully consider the strategic options available to it in order to maximise Shareholder value.  As the Chairman has experience in utilising cash shells to acquire growing businesses, with a demonstrable record of increasing shareholder value, this will include reviewing acquisition opportunities in a variety of sectors as well as considering a return of cash to Shareholders.

AIM Rule 15

In accordance with AIM Rule 15, the Disposal will constitute a fundamental change of business of the Company. On completion of the Disposal of Concepta, the Company will cease to own or control any of its existing activities or assets.

The Company will therefore become an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million in cash), failing which the Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period.

AIM Rule Deadlines - Reverse Takeover

Any failure in completing an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) will result in the cancellation of the Company's Ordinary Shares from trading on AIM.

Following the completion of the Disposal, the Company will be dependent upon the ability of the Board to identify suitable acquisition targets. As at the date hereof, the Directors have not identified any opportunities which they have resolved to pursue. There is therefore no guarantee that the Company will be able to acquire an identified opportunity at an appropriate price, or at all, as a consequence of which cash resources and management time might be expended on investigative work and due diligence.

Market conditions may also have a negative impact on the Company's ability to make an acquisition, or acquisitions, which constitute a reverse takeover under AIM Rule 14. There is therefore no guarantee that the Company will be successful in meeting the AIM Rule 15 deadline as described above.

The Company expects to incur certain third-party costs associated with the sourcing of suitable acquisition or acquisitions. The Company can give no assurance as to the level of such costs, and given that there can be no guarantee that negotiations to acquire any given target business will be successful, the greater the number of deals that do not reach completion, the greater the likely impact of such costs on the Company's performance, financial condition and business prospects.

Shareholders' Approval

Set out at the end of this Document is a notice convening the General Meeting to be held on 4 November 2025 at 1.00 p.m. in the Castle Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA at which the following Ordinary Resolution will be proposed:

1.    That the Disposal be approved for the purposes of Rule 15 of the AIM Rules.

If the Resolution is not passed, the Disposal will not proceed.

Action to be taken by Shareholders

You will find enclosed with this Document a Form of Proxy for use at the General Meeting. You are requested to complete and return the Form of Proxy to the Registrar, in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than 1.00 p.m. on 31 October 2025 (being 48 hours before the time of the General Meeting (excluding non-working days).

Recommendation

The Directors, believe the Disposal is in the best interests of Shareholders and the Company as a whole and accordingly recommend that the Shareholders vote in favour of the Resolution.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to 1.91% per cent. of the issued share capital of the Company.

The Directors have considered the alternatives to the Disposal and have concluded that proceeding with the Disposal and becoming an AIM Rule 15 cash shell is most likely to represent the best value to the Shareholders in the long term.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All events listed in the above timetable following the General Meeting are conditional on the passing of the resolutions at the General Meeting.

References to time in this document and the Notice of General Meeting are to London times, unless otherwise stated.

DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires: