Proposed acquisition and suspension of listing

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

For immediate release

28 May 2025

Seed Capital Solutions PLC

("Seed " or the "Company")

Proposed Acquisition of  Cuarta Dimension Medica SL, Suspension of Listing and Appointment of Sponsor

Introduction

Seed is pleased to announce that it has entered into non-binding heads of terms ("Heads") and an exclusivity agreement with the shareholders of  Cuarta Dimension Medica SL ("4DM") for the acquisition ("Acquisition") by the Company of all of the issued share capital of 4DM in exchange for the issue of new ordinary shares in the Company (the "Initial Transaction"). This comprises an Initial Transaction under UK Listing Rule 13.2.1.

Information on 4DM SL

4DM is an AI-powered imaging diagnostics group, focused primarily on the veterinary market with applications across the wider healthcare sector. Based in Spain, 4DM supplies diagnostic scanning equipment sourced from leading OEMs including Samsung, Philips and General Electric, integrated with its proprietary AI-enabled software platform.

4DM is backed by Substrate AI, a Spanish-listed investment fund, which acquired a controlling interest in 2023 from founder Francisco Ramos.

Transaction Summary

Under the Heads, it is proposed that the consideration for the acquisition will be settled in shares such that the shareholders of 4DM will own approximately 90% and the current shareholders of the Company will own approximately 10% of the fully diluted share capital of the enlarged Company.

Based on an intended placing price of 1.75 pence per share, this implies an approximate valuation of:

-           Seed: £3.7 million (fully diluted basis)

-           4DM: £33.3 million (fully diluted basis)

Completion of the Initial Transaction remains subject to, among other things:

-           Satisfactory completion of due diligence;

-           Approval by shareholders of the Company at a general meeting, including a Rule 9 waiver resolution;

-           Completion of an equity fundraising to provide working capital for the enlarged group; and

-           Publication of a prospectus approved by the FCA and re-admission of the enlarged share capital to the Official List and to trading on the Main Market of the London Stock Exchange.

As the Initial Transaction is at an early stage there can be no certainty that the Initial Transaction will take place.

Strategic Rationale

The Board believes that the Acquisition represents a compelling opportunity to acquire a high-growth, AI-led business in a scalable and resilient sector. 4DM's advanced diagnostic platform, focused initially on the veterinary sector, addresses a global market with significant expansion potential.

The veterinary care market is experiencing strong growth across key global regions. In Europe, the market was valued at approximately USD 23.6 billion in 2021 and is projected to grow at a CAGR of 5.5% through 2028 (source: Grand View Research). In North America, the market was valued at USD 11.97 billion in 2024 and is forecast to reach USD 23.12 billion by 2034, growing at a CAGR of 6.8% (source: Market Research Future). This highlights the significant commercial opportunity that 4DM is well-positioned to capture through its AI-driven diagnostics and expanding product footprint.

The Company's investing policy permits acquisitions that may not fully meet all ESG criteria but offer the potential for significant shareholder value creation. The Board believes the Acquisition is aligned with that strategy and is in the best interests of shareholders.

Chairman's Comment

Damion Greef, Chairman of Seed, commented:

 "This proposed acquisition offers shareholders a unique opportunity to participate in the growth of a profitable, AI-enabled diagnostics platform, serving a large and expanding global market. 4DM's technology and commercial traction, especially in the veterinary sector, creates an exciting foundation for future value creation."

Suspension

This announcement is being made to disclose Inside Information.

On the basis that the Initial Transaction is completed on the contemplated terms, this would result in the Company's existing shareholders having a minority interest in the enlarged group (and would constitute an Initial Transaction under the FCA's UK Listing Rules).

At the request of the Company, the FCA has suspended the Company's listing on the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of 7.30am today, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.

The Company has requested the temporary suspension because of the lack of information about 4DM in relation to the Initial Transaction, which could prevent the smooth operation of the market in the shares of the Company.

Takeover Code

The Takeover Panel will be consulted in due course regarding the requirement or otherwise for the Company to seek a Rule 9 Waiver pursuant to Appendix 1 of the Takeover Code in respect of the vendors of 4DM and any other parties who may be acting in concert with them holding 30% or more as a result of the Initial Transaction and any other associated matters.

Appointment of Sponsor

The Company is also pleased to announce that it has appointed Beaumont Cornish Limited as its Sponsor and Financial Adviser in connection with the Initial Transaction and intended re-admission.

A further announcement will be made in due course.                         

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