REG - Fortis Frontier PLC - Publication of Circular, RPT and Notice of GM

Fortis FrontierAnnouncement

Wed 07:00

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RNS Number : 9440Y  Fortis Frontier PLC  01 April 2026

 

Fortis Frontier PLC

("Fortis Frontier" or the "Company")

 

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 (mailto: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

 

Unless otherwise defined, all definitions used in this announcement will have
the same meaning as described in the Circular.

 

 

 

For further information contact:

 

 Fortis Frontier PLC                          www.fortisfrontierplc-ir.com (http://www.fortisfrontierplc-ir.com)
 Adam Reynolds, Executive Chairman            via Walbrook PR

 SPARK Advisory Partners Limited (NOMAD)      Tel: +44 (0)20 3368 3550
 Neil Baldwin / Dillon Wall

 Singer Capital Markets (Broker)              Tel: +44 (0)20 7496 3000
 James Serjeant / Russell Cook / Amber Higgs

 Walbrook PR Ltd (Media & IR)                 Tel: +44 (0)20 7933 8780 or fortisfrontier@walbrookpr.com
                                              (mailto:fortisfrontier@walbrookpr.com)
 Paul McManus / Alice Woodings                Mob: +44 (0)7980 541 893 / +44(0)7407 804 654

 

About Fortis Frontier PLC

On 10 November 2025 MyHealthChecked PLC completed the disposal of its trading
subsidiary, Concepta Diagnostics Limited, becoming an AIM Rule 15 Cash Shell,
as defined in the AIM Rules for Companies. On the same day the Company changed
its name to Fortis Frontier PLC. The Board is now carefully considering the
strategic options available to it in order to maximise shareholder value.

 

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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