Earn-out Consideration and Issue of Equity
Abingdon Health plc announced that the earn-out conditions for its acquisition of IVDeology Holdings Ltd have been satisfied, triggering a £200,000 earn-out consideration. This consideration will be settled through the issuance of 1,673,640 new ordinary shares at an average issue price calculated over five trading days. These new shares will rank pari passu with existing shares but will be subject to a 12-month lock-in period followed by an orderly market arrangement. Following admission of these new shares, expected on May 26, 2026, Abingdon Health's total issued share capital will be 252,751,490 ordinary shares.
Select text to share a quote on X · sign in to keep highlights & notes in your ABDX notes
York, UK and Madison, WI, USA, 19 May 2026: Abingdon Health plc (AIM: ABDX) (OTCQB: ABDXF), a leading international developer, manufacturer and regulatory services provider for rapid diagnostic tests and med-tech, announces that the earn-out conditions in respect of its acquisition of IVDeology Holdings Ltd ("IVDeology"), originally announced on 7 May 2024 (the "Acquisition"), have been satisfied.
Pursuant to the terms of the share purchase agreement ("SPA"), earn-out consideration of £200,000 (the "Earn-out Consideration") has become payable following the achievement of the maximum revenue target for the two-year earn-out period following acquisition.
Accordingly, the Earn-out Consideration will be satisfied by the issue of 1,673,640 new ordinary shares in the Company ("Earn-out Shares") to the vendors, Stuart Angell and Nancy Consterdine, in equal proportions.
The number of Earn-out Shares to be issued has been determined by reference to an issue price calculated as the average of the closing middle market price of the Company's ordinary shares for the five dealing days from 12 May to 18 May 2026 (inclusive), being the five dealing days ending on the dealing day immediately prior to the settlement date, in accordance with the terms of the SPA (the "Issue Price").
The Earn-out Shares will rank pari passu in all respects with the Company's existing ordinary shares.
In accordance with the terms of the SPA, the Earn-out Shares will be subject to lock-in and orderly market provisions, comprising a 12-month lock-in period followed by a 12-month orderly market arrangement.
Application has been made for the Earn-out Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective at 8.00 a.m. on 26 May 2026.
Total Voting Rights
Following Admission, the Company's issued share capital will consist of 252,751,490 ordinary shares of 0.025 pence each, each with one voting right. The Company does not hold any shares in treasury.
Therefore, the total number of voting rights in the Company will be 252,751,490. 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 to their interest in, the Company's share capital under the FCA's Disclosure Guidance and Transparency Rules.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.