31 March 2022

BiON plc

("BiON" or the "Company")

Proposed Disposal, Conditional Placing, Posting of Circular and Notice of General Meeting

BiON (AIM: BION) announces that it has entered into an agreement (the "Disposal Agreement") to sell BiON Ventures Sdn Bhd ("BVSB"), its main operational subsidiary, to Minnos Ventures Inc (the "Proposed Disposal"), following completion of which the Company would become an AIM Rule 15 cash shell. The Company also announces that its broker, Optiva Securities Ltd ("Optiva"), has conditionally raised £1 million before expenses via the placing of new ordinary shares (the "Proposed Placing" and, together with the Proposed Disposal, the "Proposals"). The Company has today published a circular for shareholders (the "Circular") containing details of the Proposals and giving notice of a general meeting of shareholders (the "General Meeting").

Summary of the Disposal Agreement

The Disposal Agreement is to be entered into between the Company (as vendor), Minnos Ventures Inc (as purchaser), and Syed Nazim Bin Syed Faisal (solely as guarantor).  The key terms of the Disposal Agreement are as follows:

·    The consideration for the Proposed Disposal is £1.00.

·    Completion of the Disposal Agreement is conditional upon the receipt of the approval of shareholders at a duly convened general meeting of the Company.

·    The Company is giving title and capacity warranties pursuant to the terms of the Disposal Agreement and has agreed to procure that BVSB is run in the ordinary course between signing and completion. 

·    Minnos Ventures Inc has certain termination rights prior to completion if, inter alia, BVSB is deemed unable to pay its debts or is insolvent.

·    The Disposal Agreement is governed by Malaysian law.

AIM Rule 15

In accordance with AIM Rule 15, the Proposed Disposal constitutes a fundamental change of business of the Company. On completion of the Proposed Disposal, the Company will cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets.

The Company will therefore become an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Proposed Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), failing which the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period.

Background to and reasons for the Proposed Disposal

Since the Company's Ordinary Shares were suspended from trading on AIM on 1 October 2021, some six months ago, pending the publication of its audited accounts for the period ended 31 December 2020 and the unaudited interim results for the period ended 30 June 2021 (the "Accounts"), the Company has been looking for a solution which provides a stable financial operating basis that supports its listing and therefore enables those accounts to be published.

This is against the backdrop of operating issues, financial requirements and the continuing impact of the COVID restrictions imposed in Malaysia which have been far more severe than those experienced say in the UK.

As regards the Group's operations, the four existing biogas power plants have for various reasons been producing only 1MW out of the 7MW capacity to the National Grid and a new 3MW plant in Indonesia remains under construction. To upgrade and repair the existing plants would require some RM12 million and completion of the Indonesian plant another RM10 million. The Company does not have access to such funding.

In addition, the Group's indebtedness of some RM80 million has hitherto been guaranteed by the major shareholder, Serba Dinamik which is no longer in a position to do so and that has required a long-term refinancing of the debt, again necessary to complete the Accounts.

The general financial difficulties have not only impacted on the Company's ability to conduct its own business but have also affected its customers. In particular, the historic debtors remain unpaid as do a majority of the debtors for the more recent contract work the Group has undertaken, in aggregate some RM84.8 million.

Nevertheless, throughout the period from suspension, the Company has engaged with various parties with a view to injecting new resources into the existing business and has been close to securing an outcome. However, this has not been achieved and the Board has concluded that in the light of the various matters summarised above it is not going to be able to do so in sufficient time for the Accounts to be issued and the shares to recommence trading on AIM. Given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, the Board have concluded that it is the best that can be achieved is to sell its operating business (BVSB) for a nominal sum but without any future recourse or liability to the BiON plc. On this basis, the Company has also been offered financing from its broker, Optiva, to cover the BiON plc creditors and provide future working capital whilst the Company seeks a new business which is capable of sustaining the ongoing listing which the existing business clearly is not. The sale of the existing business rather than placing it into an insolvency process may better preserve the position of the other stakeholders in the business for whom the Board bear responsibility, such as the creditors and employees.

The unaudited management accounts for BVSB for the period ended 31 December 2021 show a net loss of c. RM1 million and net assets of c. RM13.5 million towards which the investment in the main subsidiary is c. RM19 million. It should however be noted that BVSB and its own group has in aggregate outstanding long-term debtors comprising the historic amounts and those related to more recent trading activities of some RM84.6 million and finance and other creditors of some RM107.1 million.

The new money now being raised will after the payment of the various liabilities, principally related to the maintenance of the AIM listing, leave around £600,000 available for ongoing working capital. The Company will then represent a "clean shell" and provide a route to market for a new business which the Board hopes will be to the advantage and benefit of the existing shareholder base.

If the Resolutions are not passed, the Proposals will not proceed, the Accounts will not be published and accordingly the Company's AIM securities will be cancelled with effect from 7.00 a.m. on 20 April 2022.

Proposed Board Changes

Subject to the completion of the Proposals and the Company becoming an AIM Rule 15 cash shell as well as the completion of customary regulatory due diligence, Maurice James Malcolm Groat (known as Malcolm Groat), aged 61, will be appointed as a Non-executive Director of the Company.

Malcolm is a Chartered Accountant (FCA) and MBA graduate who has worked for many years as a consultant to companies in the technology, natural resources and general commerce sectors. Following an early career with PwC in London, he held CFO, COO and CEO roles in international businesses. Since 2005, Malcolm has served in non-executive director or chairman positions primarily with growth businesses traded on AIM but also with larger bodies such as Baronsmead Second Venture Trust plc. He is currently chairman of TomCo Energy Plc and of Harland & Wolff Group Holdings plc, both AIM-traded companies.

In addition, upon completion of the Proposals and the Company becoming an AIM Rule 15 cash shell, Dato' Dr. Is. Ts. Mohd Abdul Karim Bin Abdullah will resign from his position as Non-executive Chairman of the Company and Mr. Aditya Chathli, a current Non-executive Director of the Company, will assume the role of Interim Chairman.    

The matters required to be disclosed in relation to the appointment of Malcolm Groat pursuant to paragraph (g) of Schedule Two to the AIM Rules for Companies will follow in due course.

Proposed Placing

Optiva on behalf of the Company has conditionally raised £1 million before expenses through the Proposed Placing. The Proposed Placing is conditional on the passing of the resolutions at the General Meeting and the resumption of trading in the Company's Ordinary Shares on AIM following the lifting of the temporary suspension in trading. The net proceeds of the Placing, following the settlement of outstanding creditors, are estimated at about £600,000. 

Optiva will receive a commission of 6% of the funds raised in the Placing. In addition, the Company has agreed, subject to completion of the Placing, to issue Optiva warrants exercisable over 20,000,000 Ordinary Shares at 0.3 pence for a period of three years from Re-trading.

The Directors believe that for the reasons described in the "Background to and reasons for the Proposed Disposal" section above, the sale of the existing business rather than placing it into an insolvency process and delisting, as well as the Placing (including the Placing Price), are in the best interest of the Shareholders.

Following completion of the Placing, the existing Shareholders will, in aggregate, hold approximately 56.43% of the Enlarged Issued Share Capital. The Placing Price of 0.3 pence per Placing Share represents a discount of approximately 81.82% to the closing mid-market price of 1.65 pence per Ordinary Share on 1 October 2021, being the date on which trading in the Company's Ordinary Shares on AIM was suspended.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Placing Shares to be admitted to trading on the AIM and, subject to Shareholders' approval of the Proposals and Re-trading, admission is expected to take place on or around 20 April 2022.

Shareholders should be aware that the Placing is conditional upon the passing of the Resolutions and Re-trading. If these conditions are not met, then the Placing will not proceed.

Use of Proceeds

The proceeds of the Placing will be used to settle outstanding creditors of the Company and the remainder, about £600,000, will be used to enable the Directors to search for acquisition opportunities, which if successful would constitute a reverse takeover under the AIM Rules for Companies and fund the Company's general working capital.

Posting of Circular and Notice of General Meeting

The Proposed Disposal will constitute a fundamental change of business of the Company under Rule 15 of the AIM Rules and is therefore conditional on, inter alia, the passing of an ordinary resolution at a general meeting of shareholders. Accordingly, shareholder approval to the Proposed Disposal is being sought at a general meeting of the Company to be held on 19 April 2022 at 10.00 a.m. at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD.

Further details of the Proposed Disposal and the Disposal Agreement giving effect to the Proposed Disposal are set out in the Circular (Notice of General Meeting) that is available on the Company's website (www.bionplc.com) and is being posted today to shareholders.

The text of the Letter from the Non-Executive Chairman of the Company and Expected Timetable of Principal Events is set out in the Appendix to this announcement.

Unless the context otherwise requires, capitalised terms in this announcement shall have the same meaning ascribed to them in the Circular.

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Enquiries:                                                          

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All events listed in the above timetable following the General Meeting are conditional on the passing of the resolutions at the General Meeting.

References to time in this document and the Notice of General Meeting are to London times, unless otherwise stated.

LETTER FROM THE CHAIRMAN

Dear Shareholder,

DISPOSAL OF BION VENTURES SDN BHD

PLACING

AND

NOTICE OF GENERAL MEETING

Introduction

This Circular sets out details  of  the  proposed  Disposal  of  BVSB,  following  completion  of which  the  Company  will  become  an  AIM  Rule  15  cash  shell.

The  purpose  of  this  Circular  is  to  provide you  with  the  background  to  and  to  explain  why  the  Directors  consider  the  Disposal is in  the  best  interests  of  the  Company  and  its  Shareholders  as  a  whole  and  why  they  recommend  that Shareholders  should  vote  in  favour  of  the  Resolutions  to  be  proposed at  the General Meeting.

A notice convening a General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD, at 10.00 a.m. on 19 April 2022 is set out at pages 15 - 17 of this Document.

Background to and reasons for the Disposal

Since the Company's Ordinary Shares were suspended from trading on AIM on 1 October 2021, some six months ago, pending the publication of its audited accounts for the period ended 31 December 2020 and the unaudited interim results for the period ended 30 June 2021 (the "Accounts"), the Company has been looking for a solution which provides a stable financial operating basis that supports its listing and therefore enables those accounts to be published.

This is against the backdrop of operating issues, financial requirements and the continuing impact of the COVID restrictions imposed in Malaysia which have been far more severe than those experienced say in the UK.

As regards the Group's operations, the four existing biogas power plants have for various reasons been producing only 1MW out of the 7MW capacity to the National Grid and the new 3MW plant in Indonesia remains under construction. To upgrade and repair the existing plants would require some RM12 million and completion of the Indonesian plant another RM10 million. The Company does not have access to such funding.

In addition, the Group's indebtedness of some RM80 million has hitherto been guaranteed by the major shareholder, Serba Dinamik which is no longer in a position to do so and that has required a long-term refinancing of the debt, again necessary to complete the Accounts.

The general financial difficulties have not only impacted on the Company's ability to conduct its own business but have also affected its customers. In particular, the historic debtors remain unpaid as do a majority of the debtors for the more recent contract work the Group has undertaken, in aggregate some RM84.8 million.

Nevertheless, throughout the period from suspension, the Company has engaged with various parties with a view to injecting new resources into the existing business and has been close to securing an outcome. However, this has not been achieved and the Board has concluded that in the light of the various matters summarised above it is not going to be able to do so in sufficient time for the Accounts to be issued and the shares to recommence trading on AIM. Given the liabilities within the operating business, the unpaid debtors and the operational issues and need for future financing to re-establish its business, the Board have concluded that it is the best that can be achieved is to sell its operating business (BVSB) for a nominal sum but without any future recourse or liability to BiON Plc. On this basis, the Company has also been offered financing from its Broker to cover BiON Plc creditors and provide future working capital whilst the Company seeks a new business which is capable of sustaining the ongoing listing which the existing business clearly is not. The sale of the existing business rather than placing it into an insolvency process may better preserve the position of the other stakeholders in the business for whom the Board bear responsibility, such as the creditors and employees.

The unaudited management accounts for BVSB for the period ended 31 December 2021 show a net loss of c. RM1 million and net assets of c. RM13.5 million towards which the investment in the main subsidiary is c. RM19 million. It should however be noted that BVSB and its own group has in aggregate outstanding long-term debtors comprising the historic amounts and those related to more recent trading activities of some RM84.6 million and finance and other creditors of some RM107.1 million.

The new money now being raised will after the payment of the various liabilities, principally related to the maintenance of the AIM listing, leave around £600,000 available for ongoing working capital. The Company will then represent a "clean shell" and provide a route to market for a new business which the Board hopes will be to the advantage and benefit of the existing shareholder base.

Details of the Disposal

The Company is proposing to dispose of its main operational subsidiary BVSB. Therefore, the Company has entered into the Disposal Agreement.

Under the terms of the Disposal Agreement, Minnos Ventures Inc, subject to shareholder approval at the GM, will acquire the entire issued capital of BVSB for a total consideration of £1.00.

The Disposal will represent a fundamental change of business for the Company. This is because, should the Disposal proceed, the Company will become an AIM Rule 15 cash shell. 

Summary of the Disposal Agreement

The Disposal Agreement is to be entered into between the Company (as vendor), Minnos Ventures Inc (as purchaser), and Syed Nazim Bin Syed Faisal (solely as guarantor).  The key terms of the Disposal Agreement are as follows:

·      The consideration for the Disposal is £1.00.

·      Completion of the Disposal Agreement is conditional upon the passing, at a duly convened general meeting of the Company, of Resolution 1 as set out in the Notice (the "Condition").

·      The Company is giving title and capacity warranties pursuant to the terms of the Disposal Agreement and has agreed to procure that BVSB is run in the ordinary course between signing and completion.  Such limited warranties are uncapped in time and amount.

·      Minnos Ventures Inc has certain termination rights prior to completion if, inter alia, BVSB is deemed unable to pay its debts or is insolvent.

·      The Disposal Agreement is governed by Malaysian law.

Proposed Board Changes

Subject to the completion of the Proposals and the Company becoming an AIM Rule 15 cash shell as well as the completion of customary regulatory due diligence, Maurice James Malcolm Groat (known as Malcolm Groat), aged 61, will be appointed as a Non-executive Director of the Company.

Malcolm is a Chartered Accountant (FCA) and MBA graduate who has worked for many years as a consultant to companies in the technology, natural resources and general commerce sectors. Following an early career with PwC in London, he held CFO, COO and CEO roles in international businesses. Since 2005, Malcolm has served in non-executive director or chairman positions primarily with growth businesses traded on AIM but also with larger bodies such as Baronsmead Second Venture Trust plc. He is currently chairman of TomCo Energy Plc and of Harland & Wolff Group Holdings Plc, both AIM traded companies.

In addition, upon completion of the Proposals and the Company becoming an AIM Rule 15 cash shell, Dato' Dr. Is. Ts. Mohd Abdul Karim Bin Abdullah will resign from his position as Non-executive Chairman of the Company and Mr. Aditya Chathli, a current Non-executive Director of the Company, will assume the role of Interim Chairman.    

AIM Rule 15

In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business of the Company. On completion of the Disposal, the Company will cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets.

The Company will therefore become an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), failing which the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period.

AIM Rule Deadlines - Reverse Takeover

Any failure in completing an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) will result in the cancellation of the Company's Ordinary Shares from trading on AIM.

Following the completion of the Disposal, the Company will be dependent upon the ability of the Board to identify suitable acquisition targets. As at the date hereof, the Directors have not identified any opportunities which they have resolved to pursue. There is therefore no guarantee that the Company will be able to acquire an identified opportunity at an appropriate price, or at all, as a consequence of which cash resources and management time might be expended on investigative work and due diligence.

Market conditions may also have a negative impact on the Company's ability to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14. There is therefore no guarantee that the Company will be successful meeting the AIM Rule 15 deadline as described above.

The Company expects to incur certain third-party costs associated with the sourcing of suitable acquisition or acquisitions. The Company can give no assurance as to the level of such costs, and given that there can be no guarantee that negotiations to acquire any given target business will be successful, the greater the number of deals that do not reach completion, the greater the likely impact of such costs on the Company's performance, financial condition and business prospects.

Placing

Optiva on behalf of the Company has conditionally raised £1 million before expenses through the Placing. The Placing is conditional on the passing of the Resolutions and Re-trading. The net proceeds of the Placing, following the settlement of outstanding creditors, are estimated at about £600,000. 

Optiva will receive a commission of 6% of the funds raised in the Placing. In addition, the Company has agreed, subject to completion of the Placing, to issue Optiva warrants exercisable over 20,000,000 Ordinary Shares at 0.3 pence for a period of three years from Re-trading.

The Directors believe that for the reasons described in the "Background to and reasons for the Disposal" section above, the sale of the existing business rather than placing it into an insolvency process and delisting, as well as the Placing (including the Placing Price), are in the best interest of the Shareholders.

Following completion of the Placing, the existing Shareholders will, in aggregate, hold approximately 56.43% of the Enlarged Issued Share Capital. The Placing Price of 0.3 pence per Placing Share represents a discount of approximately 81.82% to the closing mid-market price of 1.65 pence per Ordinary Share on 1 October 2021, being the date on which trading in the Company's Ordinary Shares on AIM was suspended.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Placing Shares to be admitted to trading on the AIM and, subject to Shareholders' approval of the Proposals and Re-trading, admission is expected to take place on or around 20 April 2022.

Shareholders should be aware that the Placing is conditional upon the passing of the Resolutions and Re-trading. If these conditions are not met, then the Placing will not proceed.

Use of Proceeds

The proceeds of the Placing will be used to settle outstanding creditors of the Company and the remainder, about £600,000 will be used to enable the Directors to search for acquisition opportunities, which if successful would constitute a reverse takeover under the AIM Rules for Companies and fund the Company's general working capital.

Shareholders' Approval

Set out at the end of this Document is a notice convening the General Meeting to be held on 19 April 2022 at 10.00 a.m. at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at which the following Resolutions will be proposed:

1.   That the sale by the Company of BVSB to Minnos Ventures Inc be approved for the purposes of Rule 15 of the AIM Rules.

2.   That, to the extent unused, all existing authorities granted to the Directors to allot relevant securities in the Company be revoked.

3.   That the Directors be authorised to allot the Placing Shares.

4.   That the pre-emption rights on the allotment of shares set out in the Articles be disapplied in respect of the Placing Shares.

5.   That, in addition to the authority to allot the Placing Shares, the Directors be authorised to allot up to a maximum of 229,515,929 additional relevant securities in the Company.

6.   That the pre-emption rights set out in the Articles be disapplied in respect of the allotment of such additional relevant securities in connection with an offer by way of a rights issue to holders of shares in the Company in proportion (as nearly as may be practicable) to their respective holdings, up to a maximum of 229,515,929 shares.

Resolutions 1, 2, 3 and 5 will be proposed as an ordinary resolution and Resolutions 4 and 6 will be proposed as special resolutions.

If the Resolutions are not passed, the Proposals will not proceed, the Accounts will not be published and accordingly the Company's AIM securities will be cancelled with effect from 7.00 a.m. on 20 April 2022.

Action to be taken by Shareholders

You will find enclosed with this Document a Form of Proxy for use at the General Meeting. You are requested to complete and return the Form of Proxy to the Registrar, in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than 10.00 a.m. on 13 April 2022 (being 48 hours before the time of the General Meeting (excluding non-working days).

Irrevocable Undertakings

The Company has received irrevocable undertakings from Shareholders confirming their agreement to vote in favour of the Resolutions detailed representing, in aggregate 66.49%. of the Company's Ordinary Share capital as at the date of this Document.

Recommendations

In respect of all the Resolutions, the Directors, believe it is in the best interests of Shareholders and the Company as a whole and accordingly recommend that the Shareholders vote in favour of all the Resolutions as they intend to do in respect of their own beneficial shareholdings, which amount in aggregate to 86,343,953 Ordinary Shares, representing approximately 20% of Company's Ordinary Share capital.

The Directors have considered the alternatives to the Disposal and have concluded that out of the alternatives, the Company carrying out the Disposal and becoming a cash shell is most likely to represent the best value to the Shareholders in the long term.

Should the Disposal and hence the Placing not proceed, the Company would not be in a position to publish its outstanding Accounts, in which case trading in the Ordinary Shares on AIM would be cancelled with effect from 20 April 2022.

Yours faithfully,

Dato' Dr. Ir. Ts. Mohd Abdul Karim Abdullah

Chairman, Bion Plc