Intention to float on the London Stock Exchange

4 November 2021

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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 expected to be published by Spiritus Mundi plc in due course in connection with the proposed 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").

Spiritus Mundi plc

("Spiritus Mundi" or the "Company")

Intention to float on the London Stock Exchange

Spiritus Mundi is pleased to announce its intention to launch an initial public offering ("IPO") and to admit its Ordinary Shares to the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission").

Spiritus Mundi was established in 2021 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).

VSA Capital Limited has been appointed as the Company's Financial Adviser and Broker.

Key Highlights

·    Spiritus Mundi has been established by Zaccheus Peh, an experienced developer of clinical diagnostics, laboratory services and medical services businesses.

·    The two Proposed Directors are, or have been, CEOs of laboratory businesses with a combined annual revenue of approximately US$2.7 billion.

·    The Company has already raised approximately £1.2 million in a pre-IPO fundraising round.

·    The clinical diagnostics industry has experienced high growth due to Covid-19, with PCR testing having been used for over 75% of the Covid-19 diagnostics tests performed globally.

·    Covid-19 is now considered endemic, with the virus expected to continue to be present in the global population for years to come, and Covid-19 testing demand is expected to continue offering the opportunity for fast scale growth with people undergoing diagnosis for preventive reasons and government initiatives to develop coronavirus detection tools.

·    The global molecular diagnostics market is forecast by Research and Markets to reach US$49.3 billion by 2028 and is expected to expand at a CAGR of 3.9% from 2021 to 2028.

·    Demand for digital health services has increased as a result of Covid-19, with a greater number of providers delivering virtual services to patients.

·    The global digital health market was valued by Precedence Research at US$181.8 billion in 2020 and is expected to reach US$551 billion by 2027, with a CAGR of 16.5%.

·    Covid-19 has created many challenges and interoperability is deemed critical to the success of many governments' plans, as well as for the monitoring of travellers due to global travel restrictions. This has led to the adoption of new technologies, such as blockchain-based Electronic Medical Records (EMRs), widely used since last year, which have reduced the time needed to access patient information and improved data quality and interoperability.

Acquisition Strategy

The Company's board, 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 and does not expect to engage in substantive negotiations with any opportunity or prospective target company and/or business until after Admission.  

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 to announce the plans to list Spiritus Mundi on the London Stock Exchange. We believe there are attractive long term acquisition opportunities in our chosen sectors of laboratory and diagnostic testing and digital healthcare, as demonstrated by the recent surge in PCR testing for COVID -19. 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."

For further information please contact:

Directors and Proposed Director profiles

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 of Moonfare a digital private markets platform, operating predominantly in Europe and Asia and has over 20 years of experience in Private Equity and Investment Banking.

Prior to his current role, he spent six years with UBS Wealth Management and another twelve years in GIC, a Singapore sovereign wealth fund, where he managed significant commitments to a large number of private equity funds and executed a wide range of co investments.

Winson has worked with many Investment Banking and Corporate Finance companies in London, strengthening his knowledge and experience of the UK and the European market.

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. 

Proposed Directors

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 the former CEO of Healius Pathology, a pathology business in Australia, with a revenue of US$1.2bn (2020).

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 plc 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.

Wong Fatt Heng, Non-Executive Director

Fatt Heng is 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 US$3.1bn and a revenue of US$1.5bn (2020).

Fatt Heng started his career in 1986 in Roche Diagnostics Asia Pacific, which he left in 2019. His most recent position there was the General Manager in Roche Diagnostics Shanghai, held for 13 years.

Fatt Heng  has a Bachelor of Applied Science in Medical Technology from the Curtin University and has been engaged by various academic institutions as visiting professor

Fatt Heng is based in China.

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by the Company in due course (and in any supplementary prospectus) (the "Prospectus") and not in reliance on this announcement. Investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in ordinary shares in the Company. Approval of the Prospectus by the Financial Conduct Authority (if such approval is obtained) should not be understood as an endorsement of the Shares. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

VSA Capital Limited, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of VSA Capital Limited or advice to any other person in relation to the matters contained herein.