NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") in its final form published by Spiritus Mundi plc on 30 June 2022 in connection with the admission of its ordinary shares to the Standard Listing segment of the Official List maintained by the FCA (the "Official List") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Main Market").

8 July 2022

Spiritus Mundi plc

Admission to trading on the London Stock Exchange

Spiritus Mundi plc ("Spiritus Mundi" or the "Company"), a Special Purpose Acquisition Company (SPAC) which will seek acquisition targets in Europe and Asia in the clinical diagnostics sector, is pleased to announce that at 8:00 a.m. today its entire issued ordinary share capital, consisting of 49,300,000 ordinary shares, will be admitted to the Standard Listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange ("Admission") under the ticker "SPMU" and ISIN GB00BMHR3L94.

Spiritus Mundi was established in 2021 by Zaccheus Peh, an experienced developer of clinical diagnostics, laboratory services and medical services businesses, as a special purpose acquisition vehicle which will seek acquisition targets in Europe and Asia in the clinical diagnostics sector to include (but not limited to):

·    Clinical laboratory services (clinical lab);

·    Clinical Diagnostics (PCR and blood test); and

·    Digital Health (Healthcare IT platform).

The Company's board, detailed in the appendix below, through their established global network of contacts, have identified a number of potentially promising acquisitions. The Company does not currently have any specific initial acquisition under consideration. 

The Company will seek to create an attractive income-generating business and increase shareholder value through the operation of the acquired business or businesses.

The board will be focussed on the identification and acquisition of companies which have one or more of the following characteristics:

·    are run by a management team with a strong track record of generating growth for shareholders and a proven experienced business record;

·    have attractive commercial prospects within the clinical diagnostics sector in general;

·    will have the capability to further develop their activities in a post Covid world; and

·    have revenues which offer the potential for near-term positive cash flows.

An acquisition (and potentially, any subsequent acquisitions or investments made by the Company) is likely to be treated as a reverse takeover for the purposes of Chapter 5 of the Listing Rules and the Company will need to seek re-admission of Spiritus Mundi and its acquired subsidiaries to listing on the Official List and trading on the London Stock Exchange or to another stock exchange. Subsequent acquisitions may also be treated as reverse takeovers depending on their size and nature. Additional funding may be needed in the future to acquire further business and provide working capital.

Zaccheus Peh, Non-Executive Chairman of Spiritus Mundi, said: "I am delighted that Spiritus Mundi is listing on the London Stock Exchange. We believe there are attractive acquisition opportunities in our chosen sectors of laboratory and diagnostic testing, and digital healthcare, particularly in light of how the COVID -19 pandemic has changed the sector dynamics. We plan to use Spiritus Mundi as a vehicle to acquire one or more exciting businesses in these areas in order to generate attractive returns for our shareholders."

Total Voting Rights

Following Admission total number of Ordinary Shares with voting rights in the Company is 49,300,000. The Company does not hold any shares in treasury and all of the ordinary shares have equal voting rights. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Prospectus

The Company's Prospectus was published on 30 June 2022 and is available to view on the Company's website: www.spiritusmundiplc.com

For further information please contact:

Appendix

The Company's Board of Directors on Admission will comprise:

Chin Leng Zaccheus Peh (Zaccheus), Founder and Non-Executive Chairman

Zaccheus has 15 years' experience in the healthcare industry, including development of clinical diagnostics, laboratory services and medical services.

In 2007, Zaccheus founded Restalyst, a cancer diagnostic company, growing it from a small one-product start-up into an innovative biomedical company that develops, manufactures and markets a range of clinical cancer diagnostic solutions across the Asia Pacific market. Restalyst holds patents to several clinical cancer diagnostic solutions.

Pursuing development opportunities in the healthcare sector pro-actively and capitalising on Restalyst's success, Zaccheus incorporated Reste Laboratories in 2016 as a service extension.  Under Zaccheus' leadership, within a few years into operations, Reste Laboratories secured work from several medical clinics in the eastern part of Singapore where the laboratory is located.  In 2021, the laboratory expanded its facilities, establishing a 18,000 square feet laboratory in central Singapore.

Zaccheus's achievements have gained recognition in the healthcare industry, and leveraging on his strong social network, he has built a dynamic core management team consisting of industry experts who are working alongside him to expand ResteLab's footprint in Singapore and regionally.  Zaccheus is committed to continuing development of ResteLab and intends ResteLab to be leading service provider. Prior to setting up Restalyst, Zaccheus has over a decade worth of management experience in various sectors within several multinational companies and SMEs.  In these roles, he was recognised for turning loss-making divisions or companies into profitable ones.

Zaccheus holds a Bachelor of Electrical Engineering from University of New South Wales and a Graduate Diploma in Entrepreneurship from Nanyang Technology University and University of Washington, Seattle.

Zaccheus is based in Singapore.

Dr Simon Winson Ng (Winson), Non-Executive Director

Winson is the Chief Investment Officer and Investment Committee member of Moonfare, a digital private markets platform, operating predominantly in Europe and Asia. He has over 20 years of experience in private equity, investments and investment banking. Prior to his current role, he spent six years with UBS Wealth Management as head of the private markets group and twelve years with the Government of Singapore Investment Corporation (GIC), a Singapore sovereign wealth fund, where as a Senior Vice President of Private Equity he managed significant commitments to a large number of private equity funds and executed a wide range of co-investments. During his tenure at the GIC Winson led and oversaw Investment Committee approval for over US$500m in more than 16 co-investments and commitments of more than US$6bn to over 40 investment funds.

At GIC and UBS Winson managed significant commitments to a large number of private equity funds and multiple co-investments globally. Winson's coverage included a wide representation of growth, mid- market and large buyout funds as well as funds in mezzanine, credit, infrastructure and the distressed space. He has extensive experience in over a dozen direct investments covering a wide range of sectors including TMT, engineering, paper and packaging, waste recycling, retail, insurance and infrastructure. He has served as an advisory board member for over 20 private equity funds. Earlier in his career Winson worked in investment banking and corporate finance in London with Robert Fleming Investment Bank, strengthening his knowledge and experience of the UK and the European markets.

Winson has not previously been a director of a listed entity, but he has been an advisory member and sat on the advisory board of many large private equity funds which invest in private companies and sometimes in public listed companies, including the likes of Apax, CVC and Carlyle Group. These boards do not opine on the investment decisions but do preside on the governance and conflicts that arise in the running of the private equity funds.

Winson graduated with a medical degree from the University of London and he practiced as a medical doctor with the UK National Health Service for four years before embarking on an MBA from INSEAD, France and moving into the financial services sector. He was born in Hong Kong, grew up in Malaysia and has lived in France and the UK. He speaks English, Chinese (Cantonese and some Mandarin), with conversational French.

Winson is based in the UK.

Wesley Gordon Lawrence, Non-Executive Director

Wesley has more than 35 years of experience in the pathology industry, which helped him build an extensive global network and a strong track record in building pathology assets.

Wesley is currently an industry consultant after retiring in 2019 as CEO of Healius Pathology (Specialist Diagnostics Services), a pathology business in Australia that is part of the ASX-listed Healius Limited group, with revenue of AUD$1.2bn, 2,000 locations, 100 labs and 8,000 employees (2020) across Australia. Prior to this, Wesley was the CEO of Laverty Pathology, a provider of pathology and medical diagnostic services to doctors, specialists and hospitals throughout the state of New South Wales.

Wesley started his career in 1992 as a laboratory manager with QML Pathology, a Queensland medical diagnostic provider that operates 400 collection centres, 23 laboratories, 35 pathologists, and over 2,000 staff, offering a comprehensive range of diagnostic pathology tests for more than 15,000 patients per day. During his time at QML Pathology, Wesley was promoted to regional manager for central Queensland in 1999 and regional operations manager in 2002, a role he held until his departure in 2014.

Wesley holds a Bachelor of Applied Science - Medical Laboratory Science from the Queensland University of Technology, Australia. He is a director of Pathology Australia and a former director of Pathology Awareness Australia.

Wesley is based in Australia.

Rachel Maguire, Non-Executive Director

Rachel Maguire is a NED and advisor with a finance qualification, bringing listed company experience of audit, risk, nominations and remuneration committees. She has a specialist focus on ESG, governance and stakeholder engagement.

As an entrepreneur, Rachel is founder and CEO of Arko Iris, a business consultancy advising organisations on best practice in investor relations, ESG and corporate governance. She has over 30 years' experience in financial services including 20 years of leadership positions in The City and capital markets. Previous roles include senior management positions at London Stock Exchange including Head of UK Business Development and Head of AIM (UK). Rachel's client experience includes FTSE 250 companies and global companies including Spectris, internationally-based MHP S.E and Euroclear.

Rachel sits on the Audit & Risk committee of the Royal Yachting Association and is an independent Trustee at the National Paralympic Heritage Trust where she chairs the Finance & Development Committee.

Rachel is a member of the UK's Chartered Institute of Taxation. She holds a Bachelor of Arts (Combined Honours) Degree in English & German from the University of Birmingham, UK and a Professional Certificate in Coaching from Henley Business School, University of Reading, UK.

Rachel is based in the United Kingdom.

Wong Fatt Heng, Non-Executive Director

Wong is, since 2019, the CEO of DIAN Diagnostics Group Co., Ltd, a China-based medical diagnostic service provider, trading on the Shenzhen Stock Exchange, with a market cap of approximately US$2.9bn and revenues of US$1.5bn (2020).

Wong started his career in 1982 as a medical technologist at the American Hospital in Singapore. In 1986 he joined the Roche Group where he spent 33 years working in various businesses across the Asia Pacific Region. Starting initially with Roche Diagnostics Asia Pacific, as product manager, he then was appointed as business unit head at Roche Diagnostics Shanghai Limited. After a secondment to Malaysia, he was appointed the General Manager in Roche Diagnostics Shanghai in 2006, a role he held for 13 years.

Wong has Bachelor of Applied Science in Medical Technology from the Curtin University and has been engaged by various academic institutions as visiting professor. For his contribution to the People's Republic of China, in 2016 he was awarded the Chinese Government Friendship Award (the highest award for "foreign experts who have made outstanding contributions to the country's economic and social progress") by the State Administration of Foreign Experts Affairs and received the Honorary Citizen of Shanghai award for "bringing technologies into China that had benefited the medical community, cultivated talent in the field of bioscience and promoted the development of clinical laboratory research".

Fatt Heng is based in China.