Publication of Circular, RPT and Notice of GM
Fortis Frontier PLC has announced a related party transaction involving the purchase of 13,717,619 ordinary shares from Mercia at 9.0 pence per share, for a total cost of approximately £1,234,586, funded by surplus cash. This transaction requires approval from independent shareholders via ordinary resolutions at a general meeting scheduled for 28 April 2026. The Directors believe this buyback is in the best interests of the company and its shareholders, representing a good and value-enhancing use of capital.
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Publication of Circular
Related Party Transaction
Notice of General Meeting
Fortis Frontier PLC (AIM: FORF), an AIM Rule 15 cash shell (formerly MyHealthChecked PLC), announces that a Circular has today been published containing the notice of a general meeting to be held at the offices of BPE Solicitors LLP, St James House, St James Square, Cheltenham GL50 3PR at 10.30 a.m. on 28 April 2026, following the conclusion of the Annual General Meeting scheduled for 10.00 a.m. that day.
Fortis Frontier PLC has entered into two conditional agreements, the EIS Buyback Agreement and the GP Buyback Agreement (together the "Buyback Agreements") to purchase 13,717,619 Ordinary Shares (the "Buyback") in aggregate from Mercia at a price of 9.0 pence per Ordinary Share for a total cost of approximately £1,234,586. The Buyback will be funded from the Company's surplus cash balances.
The Circular provides Shareholders with the background and reasons for the Buyback and explains why the Directors consider the Buyback to be in the best interests of the Company and its Shareholders as a whole. The Circular also sets out the reasons why the Directors believe the terms of the Buyback are fair and reasonable to the Independent Shareholders who will not participate in the transaction, and to recommend that the Independent Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Directors, having carefully reviewed alternative uses for the Company's cash resources, are firmly of the view that the Buyback as proposed is a good use of capital at this time and will be value-enhancing for Shareholders.
Under Sections 693(1) and 694(2) of the Act, each of the Buyback Agreements is required to be approved by the Independent Shareholders (i.e all shareholders entitled to vote except for Mercia) by way of ordinary resolution. Therefore, each of the Resolutions to be proposed at the General Meeting is an ordinary resolution pursuant to which the Independent Shareholders are being asked to approve each of the Buyback Agreements for the purpose of section 694(2) of the Act. Resolution 1 is to approve the EIS Buyback Agreement and Resolution 2 is to approve the GP Buyback Agreement.
Related Party Transaction
Mercia is a "substantial shareholder" of the Company for the purposes of the AIM Rules for Companies, and is therefore treated as a "related party" under the AIM Rules. The Buyback is therefore a related party transaction.
In accordance with AIM Rule 13, the Directors consider, having consulted with the Company's nominated adviser, SPARK Advisory Partners Limited, that the terms of the purchase of such Ordinary Shares pursuant to each of the Buyback Agreements are fair and reasonable insofar as the Company's Shareholders are concerned.
Only registered shareholders are entitled to attend the General Meeting. Any shareholders who wish to attend the meeting should email fortisfrontier@walbrookpr.com with their proof of shareholding to register for the meeting.
The Circular and Notice of General Meeting will be posted to Shareholders today and will also be available shortly on the Company's website: www.fortisfrontierplc-ir.com
Definitions
| "EIS Buyback Agreement" | the conditional agreement between (1) MNL (Mercia) Nominees Limited (as nominee for the Mercia EIS Funds), (2) Mercia Fund Management Limited and (3) the Company dated 31 March 2026 pursuant to which the Company will purchase the EIS Buyback Shares from the Mercia EIS Funds |
| "EIS Buyback Shares" | the 6,071,428 Ordinary Shares to be purchased by the Company from MNL (Mercia) Nominees Limited (as nominee for the Mercia EIS Funds) pursuant to the EIS Buyback Agreement, such Ordinary Shares being beneficially owned by the Mercia EIS Funds |
| "GP Buyback Agreement" | the conditional agreement between (1) Mercia (General Partner) Limited (as general partner of Mercia Investment Plan LP, (2) Enterprise Ventures (General Partner FY Seedcorn) Limited (as general partner of Finance Yorkshire Seedcorn LP) and (3) the Company dated 31 March 2026 pursuant to which the Company will purchase the GP Buyback Shares |
| "GP Buyback Shares" | the 7,646,191 Ordinary Shares to be purchased by the Company from Mercia (General Partner) Limited and Enterprise Ventures (General Partner FY Seedcorn) Limited, which are beneficially owned by them as to 6,799,527 Ordinary Shares by Mercia (General Partner) Limited and as to 846,664 Ordinary Shares by Enterprise Ventures (General Partner FY Seedcorn) Limited |
| "Mercia" | Mercia Asset Management PLC and, where appropriate, the parties to the Buyback Agreements (other than the Company) and each of the Mercia EIS Funds |
| "Mercia EIS Funds" | the Mercia EIS Fund Q4 2019, the Mercia EIS Fund Q1 2020, the Mercia EIS Fund Q2 2019 and the Mercia EIS Fund Q2 2020, all managed by Mercia Fund Management Limited |
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