31 August 2021

Rutherford Health plc

Placing and Share Issue to acquire PPI UAE & Publication of Accounts

Prior to the annual general meeting ("AGM") of the Company being held later today, the Company wishes to make the following announcement.

Placing

The Company has entered into an agreement under which SDI Holding Limited, representing a UK-based investor, has irrevocably undertaken to subscribe for 19 million new Rutherford ordinary shares of £0.001 each in the Company ("Ordinary Shares") at a price of 65p per share. The placing is conditional on the cash consideration being received by 13 September 2021 and on admission of the new Ordinary Shares to trading on the AQSE Growth Market.

Any Ordinary Shares issued will be under the existing authorities given at last year's AGM.

A further announcement will be made on receipt of funds and the issue of the subscription shares.

Acquisition of PPI UAE

The Company has entered into agreement ("Share Swap Deed") with The First Investor LLC ("TFI") to acquire all the shares in Proton Partners International Health Care Investments LLC, UAE Company ("PPI UAE") in consideration for the issue of 64 million new shares in the Company (the "Transaction").  Under the Share Swap Deed TFI has agreed to procure the transfer by the other shareholders in PPI UAE ("PPI UAE Shareholders") of their shares in PPI UAE.

Completion of the Transaction is conditional on, inter alia:

  1. TFI  conducting satisfactory due diligence into the Company during a period of up to 21 calendar days, from the date of the Share Swap Deed, being 28 August 2021;
  2. the Company conducting satisfactory due diligence into PPI UAE and, if it so elects, receiving a fairness opinion in relation to the Transaction, during a period of up to 21 calendar days, from the date of the Share Swap Deed;
  3. Notarial and other usual formalities in the UAE in respect of the transfer of the PPI UAE shares to the Company; and
  4. formal approval by the Board of the Company.
     

If any of the conditions have not been satisfied or waived (where so permitted under the Share Swap Deed) on a date before the date falling 21 business days after the date of the Share Swap Deed, either of TFI or the Company may elect to postpone completion, complete on a partial basis or terminate the Share Swap Deed.

PPI UAE is the holding company of the Gulf International Cancer Centre, located in Abu Dhabi, UAE.

TFI is part of the Dubai-based Alfardan Group.

Any Ordinary Shares issued will be under the existing authorities given at last year's AGM.

Further announcements will be made as the transaction progresses.

Publication of Accounts

The Company anticipates that it will be publishing its annual report and accounts for the year ended 28 February 2021 no later than 30 September 2021.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

VIEW ANNOUNCEMENT ON AQSE