Trowers & Hamlins advises on sale of EMV Capital to AIM-quoted NetScientific


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International law firm Trowers & Hamlins has advised Futura Messis Group on its sale of EMV Capital to AIM-quoted NetScientific PLC (AIM:NSCI). 

The sale was structured as an all-share deal, valuing EMV Capital at £3.4 million and the enlarged group at £10 million. The transaction also included advising a Concert Party, including Futura Messis Group and Mr Melvin Lawson, a substantial NetScientific shareholder, acting as cornerstone investors in a £2.3 million fundraising. The deal, which saw the Concert Party's interest in NetScientific increase above 30%, completed following approval by independent NetScientific shareholders of a Rule 9 'whitewash' procedure (the waiver of the obligation that would otherwise arise for the Concert Party to make a general offer to all NetScientific shareholders under Rule 9 of the Takeover Code).

Founded by Dr Ilian Iliev, EMV Capital is an investment services company which has interests in the industrial high-tech, energy, circular economy, smart city, transportation and healthcare sectors. The company’s model is to syndicate investments between financial and corporate investors, and for its management team to take a strong hands-on role post-investment. It has interests in the UK, Israel and the US, all of which are in the form of carried interests in companies involved in technologies including robotics and AI, machine learning, industrial chemistry, Internet of Things, advanced engineering and health-tech.

AIM-quoted NetScientific PLC is a transatlantic healthcare IP commercialisation group focused on technologies and companies that have the potential to treat chronic disease and significantly improve the health and well-being of people.

Following completion, Dr Iliev has been appointed as full-time Chief Executive Officer of the enlarged NetScientific group. NetScientific anticipates benefitting from strong synergies, enabling a commercial and investment strategy with increased revenues and capital gain. Additional benefits include a combined portfolio with a broader balance, across more sectors and stages of development, an enhanced team of investment professionals, providing the enlarged group with the capacity to originate, execute and manage a greater portfolio, and specialist IP skills, including patent evaluation and licensing strategy.

Proceeds of the fundraising will be used to protect and enhance the position in portfolio companies, invest in expanded opportunities, leverage NetScientific’s funding to anchor investment syndication, expand revenue streams, market and value, and position the NetScientific group for further growth and working capital purposes.

Corporate Partner, Ed Hooper, led the Trowers team, assisted by Danielle Sugarman. Ed commented: 

"It has been a pleasure to have advised Ilian and EMV Capital from its initial incorporation through to this pivotal deal for both companies. We look forward to seeing the continued growth of the enlarged group, including through its existing portfolio and new opportunities." 

Dr Iliev said: 

"We are delighted to see EMV Capital joining NetScientific at an exciting time for the healthcare IP sector, with a number of new opportunities arising from COVID-19. This is a transformational deal for both EMV Capital and NetScientific providing the ability to develop underlying asset value and significant growth opportunities for the enlarged business. We are very grateful to Ed and the Trowers team for their strategic advice and expertise, from structuring the deal at the outset through to executing a smooth closing."

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