Dev Clever Holdings PLC Agreement (3202Q)

TIDMDEV

RNS Number : 3202Q

Dev Clever Holdings PLC

25 February 2021

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended)

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

25 February 2021

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Significant New Investor, Novation of Subscription and Other Equity Transactions

Dev Clever (LSE: DEV), a leading developer of online and immersive career guidance and development platforms and consumer engagement experiences, is pleased to announce that Sitius Limited ("Sitius") an investment vehicle wholly owned by Dr David vonRosen, has conditionally agreed to acquire a material interest in the Company by way of entering into a series of transactions set out below. Dr vonRosen is an investor focussed on taking significant and long-term positions in highly disruptive and scalable technology businesses.

Novation of subscription agreement from One Nine Two Pte Ltd to Sitius

On 2 February 2021, the Company announced that it had entered into an equity subscription agreement with One Nine Two Pte Limited ("One Nine Two") raising up to GBP10 million. On 22 February the Company received and closed the first GBP4 million equity subscription. The key terms of the original agreement were as follows:

-- An initial subscription for 20 million ordinary shares at 20 pence per share raising GBP4 million ("Initial Subscription"), conditional only on shareholder approval at a General Meeting to be held by the Company on 19 February 2021. This was completed on 22 February 2021;

-- A further conditional subscription for 20 million ordinary shares at 30 pence per share which would raise GBP6 million ("Further Subscription") to be completed upon and subject to the mid-market share price of Dev Clever having closed at or above 34 pence per share for five consecutive trading days, subject to the publication by the Company of an FCA approved prospectus. The Further Subscription agreement is valid for a period of nine months from the closing of the Initial Subscription; and

-- The grant by the Company to One Nine Two of a warrant ("Warrant") over 40 million ordinary shares with an exercise price of 50 pence per share which would raise GBP20 million. The Warrant grant is subject to the completion of the Further Subscription and can be exercised in whole or in part at any time up until the second anniversary of the completion of the First Subscription.

The subscription agreement gave One Nine Two the right to assign all or part of the Initial Subscription and the Further Subscription, (in whole or in part), with the prior written consent of the Company, such consent was not to be unreasonably withheld and to freely transfer the Warrant in whole or in part without the consent of the Company.

The Initial Subscription completed as described above on 22 February 2021 and the Company has now been informed that One Nine Two has disposed of its entire shareholding to Sitius acquired pursuant to the Initial Subscription. In addition, the Company has given its consent for One Nine Two to novate the Further Subscription to Sitius and One Nine Two has confirmed its intention to transfer the 40 million Warrant at 50 pence per share in full to Sitius.

Sitius agreement with Intrinsic Capital Jersey Limited

On 13 May 2020, the Company announced that it had entered into an agreement with Intrinsic Capital Jersey Limited ("ICJL"), to raise up to GBP10 million, by way of grant to ICJL of a right to subscribe for up to 100 million new ordinary shares of the Company at 10 pence per ordinary share, such right to be assignable with the prior written consent of the Company ("Investment Agreement"). To date ICJL has subscribed for 40 million new ordinary shares and the Company has granted to ICJL a warrant to subscribe for 50 million new ordinary shares at 25 pence per share which would raise GBP12.5 million.

The Company has given its consent to ICJL to assign the right to subscribe for 30 million of the remaining subscription rights to Sitius and as a result Sitius has conditionally subscribed for 30 million new ordinary shares, subject to the publication by the Company of a prospectus approved by the FCA. ICJL intends to subscribe once in funds. In addition, ICJL has transferred a warrant to subscribe for 15 million new ordinary shares of the Company to Sitius ("Sitius Warrant").

Exercise of Call Option between Chris Jeffries and Chris Akers

The Company announced on 13 May 2020 that Chris Jeffries, founder and CEO of Dev Clever, had entered into a call option agreement ("Option") with Chris Akers in respect of 50 million ordinary shares at an exercise price of 8 pence per share valid until 31 May 2021. Mr Akers has notified Mr Jeffries that he wishes to exercise the Option in full and intends to immediately sell 22.5 million Dev Clever shares ordinary shares to Sitius.

Grant of Call Option agreement by Chris Jeffries to Sitius

As part of the aforementioned transactions, Chris Jeffries has today entered into a call option agreement with Sitius in respect of 5 million shares held by him at a price of 25p per ordinary share ("Call Option"). The call option agreement will be valid until 25 February 2023. The Call Option can be assigned with the prior written consent of the Board of Dev Clever.

Dev Clever will make further announcements in due course once the various transactions have completed.

-ends-

For further information please contact:

 
 
 Dev Clever Holdings plc 
  Christopher Jeffries 
  Chief Executive Officer and Executive 
  Chairman 
 
  Nicholas Ydlibi 
  Chief Financial Officer                  [phone] 
 
 Novum Securities Limited - Financial 
  Adviser and Joint Broker 
  David Coffman / Colin Rowbury            [phone] 
 
 Pello Capital - Joint Broker 
  Daniel Gee                               [phone] 
 
 Buchanan Communications 
  Richard Oldworth / Chris Lane            [phone] 
 

Notes to Editors

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core platforms:

Educate Division:

Careers guidance and recruitment solution that offers secondary schools, colleges, universities, apprenticeship providers and employers with a range of digital products to more efficiently recruit and develop applicants and skills within their institutions and organisations.

Agency Services:

The Company's agency services division provides customers from the retail, brand and hospitality sectors with bespoke application and customisation of the Group's proprietary cloud-based products in order to increase consumer engagement, transactional efficiencies and enhance customer experience within their venues, our products include:

Engage: a proprietary cloud-based gamification solution that offers brands and retailers a range of products to drive higher levels of consumer engagement via the use of digitally redeemable incentives at the same time as fully controlling spend.

PubPal: a proprietary, cloud based mobile, contactless ordering and payment product developed to support the independent hospitality sector. Offered as a Software-as-a-Service ("SaaS") platform, PubPal is a stand-alone product that provides venue operators with a light touch mobile ordering system that doesn't require customers to download a mobile app. PubPal is an easy to implement solution that requires no upfront cost or the need for operators to have compatible Electronic Point of Sale software.

Experience: a multi-user virtual reality (VR) framework and augmented reality framework that enables customers of our Engage and Educate channels to extend their customer and student experiences through VR.

For further information, please visit www.devcleverholdingsplc.com

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February 25, 2021 02:00 ET (07:00 GMT)