News/announcements

 

Rule 2.10 Announcement Exercise of share options and issue of new ordinary shares

To: Companies Announcement Office
FOR IMMEDIATE RELEASE
 
22 December 2015
 
Bioquell PLC
Rule 2.10 Announcement
Exercise of share options and issue of new ordinary shares

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Appointment of Financial Adviser and Broker - Nov 2015

Appointment of Financial Adviser and Broker - Nov 2015

Announcing the appointment of N+1 Singer as Bioquell's financial adviser and sole broker, with immediate effect.

 

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Bioquell PLC announces its interim results for the six months ended 30 June, 2015

Bioquell PLC (“Bioquell”) (LSE symbol: BQE) - provider of specialist bio-contamination control technologies to the international Healthcare, Life Sciences & Defence markets today announces its interim results for the six month period ended 30 June, 2015.

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Pre-close update for H1 announcement 2015 Bioquell plc

Bioquell PLC ("Bioquell") (LSE symbol: BQE) - provider of specialist microbiological control technologies to the international Healthcare, Life Sciences & Defence markets today announces an update on its trading performance for the six months ended 30 June 2015.
Trading was in line with the Board’s expectations.

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AGM statement, trading update, announcement of strategic review and commencement of offer period

Bioquell, the provider of specialist microbiological control technologies to the international Healthcare, Life Science and Defence markets, today announces that the Board has decided to carry out a strategic review of the Group’s remaining biological contamination control busines

Bioquell, the provider of specialist microbiological control technologies to the international Healthcare, Life Science and Defence markets, today announces that the Board has decided to carry out a strategic review of the Group’s remaining biological contamination control business.

Strategic review

Earlier this year the Board announced the disposal of TRaC Global Limited (“TRaC”) for £44.5 million, which represented a substantial premium to the then market capitalisation of the whole of Bioquell. This disposal unlocked substantial value for shareholders and also significantly simplified the Bioquell group structure.  

Given this simplified structure, together with increasing investor interest in the bio-pharmaceutical sector and heightened concerns of governments around the world in relation to antibiotic resistance, the Board of Bioquell has decided to carry out a strategic review of the Group’s remaining biological contamination control business. The review will be carried out with the assistance of the Group’s financial advisers and will investigate whether, among other things, the value in the refocused Group would be enhanced by collaborating with a larger partner with a global reach.

Following a major product development programme which is now substantially complete, Bioquell has a market leading position in contamination control technologies which are used internationally in three sectors: Life Sciences, Healthcare and Defence. These technologies, certain of which incorporate a high degree of patent protection and associated know-how, comprise:

a)   the provision of aseptic facilities, often mandated by regulatory bodies, for biologics & biotech customers;

b)   products & services to assist hospitals combat hospital acquired infection and antibiotic resistant bacteria; and

c)   the supply to manufacturers of military vehicles and fixed installations of environmental control systems, including chemical, biological, radiological and nuclear specialist filtration systems.

The Board believes that the Group’s range of products and services present the potential for significant profitable growth internationally. However, the Board recognises that global corporations with substantially greater international sales and marketing resources may be able to capture market share and grow product-related revenues much more quickly than Bioquell is able to do on a standalone basis. Such accelerated revenue growth could be achieved with a partner in a number of ways including co-promotion, distribution, joint ventures or by business combination. In addition, prospective partners may attribute a greater value to the Bioquell Group than is currently afforded by the stock market. This could help the Board realise additional value for Bioquell shareholders and accordingly the Board has appointed Investec to assist it in evaluating the best way to maximise value for Bioquell shareholders.  This may, or may not, include the sale of all or part of the Group. The Board believes that Bioquell has a secure future as an independent business and so will only engage with third parties willing to provide value to Bioquell’s shareholders by recognising and supporting the Group’s significant growth potential.

If the conclusion of the strategic review is to remain an independent business, the Board’s intention is still to return a majority of the proceeds from the disposal of TRaC to Bioquell shareholders.

A number of Bioquell’s largest shareholders have indicated a preference for the distribution of the cash proceeds arising on the sale of TRaC to be effected by a return of capital rather than by the payment of a special dividend which would be treated as income.  The transaction costs associated with distributing the cash in the form of capital are not immaterial.  As a result the Board has decided to defer such cash distribution until the strategic review referred to above has been completed.

Trading update

The Group is trading in line with the Board’s expectations and at the end of April 2015 had net cash of £4.0 million on its balance sheet, which excludes the £43.9 million of net proceeds from the disposal of TRaC which completed on 7 May, 2015.

Takeover Code Implications

Any discussions in relation to a merger with a third party or a sale of the Company will take place within the context of a "formal sale process" as defined in The Takeover Code (the "Code") in order to enable conversations with parties interested in making such a proposal to take place on a confidential basis.

Parties with a potential interest in making an offer for, or merging with Bioquell should contact Investec Bank (contact details as set out below). Any interested party will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements as appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.

Bioquell is today holding its Annual General Meeting at its offices, 52 Royce Close, West Portway, Andover, Hampshire, SP10 3TS. The Meeting will start at 12.00 noon.

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Disposal of TRaC Global Limited

Bioquell is pleased to announce that the disposal of TRaC Global Limited to Element Materials Technology Holdings Limited has now completed.

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Blocklisting Interim Review

BLOCK LISTING SIX MONTHLY RETURN

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Results of General Meeting

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Block Listing Application

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Proposed disposal of TRaC Global Limited and Notice of General Meeting

Proposed disposal of TRaC Global Limited and Notice of General Meeting
Further to the announcement made by the Company on 12 March 2015 with respect to the proposed disposal of TRaC Global Limited to Element Materials Technology Group Holdings Limited (the “Disposal”), the Board of Bioquell is pleased to announce that a shareholder circular relating to the Disposal (the “Circular”) has been approved by the UK Listing Authority. 

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