Science Group plc (AIM:SAG) reached an agreement to acquire the remaining 27.7% stake in Frontier Smart Technologies Group Limited (AIM:FST) for £3.1 million on September 9, 2019. Under the terms, Science Group plc will play 25 pence per share for the acquisition. Frontier will merge into the UK bidco (formed by Science Group to implement the merger) and UK Bidco will serve as a wholly-owned subsidiary of Science Group.

Shares of Frontier will be cancelled from trading on AIM post completion. Upon completion of the merger, the existing directors of Frontier will cease to hold office by operation of law. Completion of the merger and the cancellation are conditional, amongst other things, on the affirmative vote of the holders of 75% of Frontier's shares attending and voting at an extraordinary general meeting of Frontier (either in person or by proxy) at which a quorum is present.

Other condition included consent from creditors, merger approval from Cayman Register. The merger implementation agreement may be terminated prior to the merger plan filing time if agreed to in writing by the parties and by either Science Group or Frontier giving notice in writing to the other party, if the conditions precedent have not been satisfied on or before the Long Stop Date. As of September 9, 2019, the merger implementation agreement and the plan of merger have been unanimously approved by Frontier's board of directors.

The acquisition is recommended for approval by the Frontier board to its shareholders. EGM held on October 11, 2019 and approved the transaction. Expected date of completion and effectiveness of the merger is October 11, 2019 and the longstop date is November 30, 2019.

Frontier Smart Technologies Group has provided notice to the London Stock Exchange of the proposed cancellation. Dealings in Frontier shares will be suspended from trading on AIM with effect October 14, 2019. It is expected that the admission of Frontier Shares to trading on AIM will be cancelled on October 21, 2019.

Sandy Fraser, Lauren Kettle and Ben Farrow of N+1 Singer acted as financial advisors for Frontier.