14 October 2025
Imaging Biometrics Limited
(" IBAI " or the " Company ")
Purchase of Kirkstall Limited and CLN with Truetide plc
Imaging Biometrics Limited (LSE: IBAI), is pleased to announce the purchase of 86.11% of the issued share capital of Kirkstall Limited (" Kirkstall ") from Truetide plc (" Truetide "), the AIM-listed investment company. Kirkstall has developed Quasi Vivo™, an advanced interconnected cell culture flow system, engineered to provide in vivo-like conditions for cell growth. Its patented technology is used by researchers in academia and drug development and provides a way to model the behaviour of multiple human organs interconnected by a system that mimics the flow of blood in the body. It can significantly increase the physiological relevance of research, helping users generate more accurate models and greatly improve confidence in the validity of their results. The QV1200 system replicates the human physiology more effectively than non-flow systems.
Under the terms of a share purchase agreement dated 10 October 2025 (the " SPA "), IBAI has agreed to purchase 86.11% of Kirkstall's entire issued share capital. Following completion of the sale, Kirkstall's shareholder agreement includes drag-along provisions that would enable IBAI to acquire the remaining shares in Kirkstall not covered by the SPA. It is anticipated that IBAI will exercise these provisions to acquire 100% ownership of Kirkstall.
The total consideration for the acquisition of 100% of Kirkstall's entire issued share capital is £170,000 equivalent to £0.015717 per Kirkstall share (the "Consideration"). £146,421.41 of the Consideration is payable to Truetide (" Truetide 's Consideration") and will be satisfied by the issuance of an unsecured Convertible Loan Note (the "CLN") by IBAI to Truetide. The CLN has a principal value of £170,000, and the balance of £23,578.59, which is not Truetide's Consideration, will be subscribed for by Truetide in cash. The cash element will be used by IBAI to pay the remaining shareholders in Kirkstall.
The CLN bears interest at 6% per annum, which will accrue and be added to the loan balance. It is unsecured and subordinated, and may be converted into Ordinary Shares of IBAI at the discretion of Truetide, in whole or in part, at the lower of £0.075 (subject to a General Meeting to change the Company's par value) or the subscription price of any fundraising completed by IBAI prior to conversion. The final redemption date is 31 December 2027.
Under the terms of the CLN, Truetide may not issue a conversion notice if doing so would result in Truetide, together with any persons deemed to be acting in concert with it (as defined in the UK Takeover Code), holding 30% or more of IBAI's issued share capital (as enlarged by such conversion).
Kirkstall's sales of QV1200 are beginning to grow and move beyond its established UK university customer base. A key target for its products is the US market and to support this, Kirkstall really needs a US partner. We believe that IBAI has the market knowledge and expertise to support Kirkstall's future growth.
Related Party Considerations
Truetide holds a 29.35% interest in the Company, and Trevor Brown is an executive director of both IBAI and Truetide and holds a 27.99% interest in Truetide.
The entry by IBAI and Truetide into the SPA and CLN constitutes a material related party transaction for the purposes of DTR 7.3 and was, accordingly, voted upon by the statutory directors of IBAI (the "Directors") deemed independent in relation to the SPA, comprising Dr Al Musella, Brett Skelly and Michael Schmainda (excluding Trevor Brown, who constituted a "related party" (as such term is defined in IFRS)), and such independent Directors consider the material related party transaction in respect of the SPA and CLN to be fair and reasonable from the perspective of the Company and holders of Ordinary Shares ("Shareholders") who are not a related party. Shareholders should note Trevor Brown recused himself from all deliberations concerning the SPA and CLN, ensuring robust governance and full compliance with applicable regulatory standards. These steps reflect the Company's ongoing commitment to transparent corporate governance and robust Shareholder protections
The Directors of the Company accept responsibility for the contents of this announcement.
-ENDS-
For further information:
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| Imaging Biometrics Limited |
Tel: 01738 587555 |
| Trevor Brown/Dr Al Musella/Brett Skelly/Michael Schmainda |
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| Peterhouse Capital Limited |
Tel: 020 7469 0936 |
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