Helium Ventures Plc Proposed Acquisition of Vestigo & Temporary Suspension

 
TIDMHEV 
 
Helium Ventures plc 
                     ("Helium Ventures" or the "Company") 
 
               Proposed Acquisition of Vestigo Technologies Ltd 
                                       & 
                             Temporary Suspension 
 
Helium Ventures plc (AQSE:HEV), a special purpose acquisition vehicle announces 
that it has conditionally agreed to acquire Vestigo Technologies Ltd 
("Trackimo") which owns and distributes its advanced tracking software product, 
TrackimoT and associated hardware business and intellectual property, to be 
satisfied by the issue of ordinary shares in the Company (the "Proposed 
Acquisition"). The existing ordinary shares of the Company will be valued at £ 
1.684 million (10p per share) as part of the transaction.  The Proposed 
Acquisition will require approval by shareholders of Helium Ventures at a 
general meeting and it is the intention of the Company to seek admission of the 
enlarged entity on the Standard Segment of the London Stock Exchange 
concurrently raising new equity capital (together, the "Transaction"). 
 
As a consequence, trading in the ordinary shares of Helium Ventures on the AQSE 
Growth Market will be suspended with effect from 8.00am on 7 October 2022, 
until publication of a prospectus in relation to the Proposed Acquisition. 
 
Highlights: 
 
  * Helium Ventures will conditionally acquire 100% of the issued capital of 
    Vestigo through the issue of Helium Ventures shares at 10p per share 
  * Vestigo 2021 unaudited revenues of $US28.3 million 
  * Vestigo (both directly and through its wholly owned subsidiary, Trackimo 
    Inc) has product manufacturing, distribution and development partnerships 
    with Vodafone, Paramount (formerly Viacom) and the Nickelodeon Channel 
    (owned by Paramount) 
  * Intention to list enlarged company on the Standard Segment of the London 
    Stock Exchange 
  * The Transaction is subject to successful completion of due diligence on 
    Trackimo and Sale and Purchase Agreement ("SPA") 
 
TrackimoT, a USA company wholly owned by Vestigo Technologies Ltd, is an IoT ( 
Internet of Things) solution provider with proprietary technology, enabling 
worldwide connectivity for M2M (Machine to Machine) devices. Trackimo is 
seeking to transform its business model through the development of customisable 
radio frequency mobile technology solutions that are easy to implement and are 
user friendly, used globally with enhanced security and reliability. Trackimo 
has product and development and sales partnerships with Vodafone, Viacom/ 
Paramount and the Nickelodeon Channel. 
 
TrackimoT has developed several smart, compact and cost effective GPS tracking 
devices providing user friendly and powerful options for keeping track of 
people and things cared for. 
 
The TrackimoT product portfolio covers both consumer and business sectors 
including fleet tracking and logistics management solutions, customizable and 
scalable IoT platform, remote gateways and consumer tracking devices. 
 
The Proposed Acquisition is conditional on approval by shareholders of Helium 
Ventures at a general meeting, notice of which will be sent to shareholders in 
due course.  Trading in the ordinary shares of Helium Ventures on the AQSE 
Growth Market will be suspended with effect from 8.00am on 7 October 2022, 
until publication of a prospectus in relation to the Proposed Acquisition. 
Conditional upon the passing of the resolutions approving the Proposed 
Acquisition, inter alia, the Company's enlarged share capital will be admitted 
to trading on the standard segment of the London Stock Exchange. 
 
The Transaction remains subject, amongst other things, to completion of 
customary due diligence, agreement of terms in an SPA, and admission of the 
enlarged company on the London Stock Exchange and therefore, there is no 
certainty that the Proposed Acquisition will complete. 
 
Neil Ritson, Chairman of Helium Ventures commented: 
 
"Whilst we have reviewed helium projects globally, we were unable to secure a 
project which met our investment hurdles and which we could close within our 
target timeframe.  The opportunity with Trackimo provides utilisation of our 
capital structure at a premium to our current share price and exposure to a 
high growth technology business with significant existing revenues and strong 
partnerships with tier one global technology businesses." 
 
This announcement contains inside information for the purposes of the UK Market 
Abuse Regulation and the Directors of the Company accept responsibility for the 
contents of this announcement.S 
 
 
Enquiries: 
 
Helium Ventures plc 
 
Neil Ritson 
                                     [phone] 
 
Cairn Financial Advisers LLP (AQSE Corporate Adviser) 
 
Liam Murray 
[phone] 
 
Ludovico Lazzaretti 
 
For more information please visit: www.heliumvs.com 
 
Trackimo Overview 
 
Website:-  https://trackimo.com/ 
 
TrackimoT is a US based IoT (Internet of Things) solution provider with 
proprietary technology, enabling worldwide connectivity for M2M (Machine to 
Machine) devices. Trackimo aspires to transform business models through the 
development of customizable radio frequency mobile technology solutions that 
are easy to implement and are user friendly, used globally with enhanced 
security and reliability. 
 
TrackimoT developed the world's smartest, most compact and cost effective GPS 
tracking devices, providing user friendly and powerful options for keeping 
track of people and things cared for. 
 
The TrackimoT product portfolio covers both consumer and business sectors 
including fleet tracking and logistics management solutions, customizable and 
scalable IoT platform, remote gateways and consumer tracking devices. 
Trackimo's goal is to transform business models and improve user daily lives 
through the development of products that provide peace of mind, fast ROI and 
efficient, leading-edge technology. 
 
Trackimo-implemented turnkey technologies are ready to use without requiring 
new infrastructure. TrackimoT provides new ways of using data anywhere 
worldwide. Whether dealing with a single device idea or a complex multi device 
requirement, TrackimoT services provide the customer with wide expertise, 
support, and training required to implement effective solutions. 
 
Trackimo has developed the hardware, platform and manufacturing of consumer-IoT 
as well as Enterprise-IoT GPS tracking devices for Vodafone, a world leading 
Cellular provider. Vodafone's version of the CurveT tracker is featured here: 
Vodafone.com/uk/Curve-GPS-Tracker 
 
Trackimo is also developing the hardware, software, platform and manufacturing 
GPS tracking devices for TrackiT. 
 
Trackimo IP and Proprietary Technology 
 
Trackimo's unique patent-pending technology includes a miniaturised and 
optimised integration of GPS, GSM, accelerometer, and sensors that provide 
smart data while optimising energy usage. It also has servers which utilise 
sophisticated algorithms, data communications and cellular network signalling 
to manage the devices and dispatch information to systems and apps using 
minimal data bandwidth. 
 
Trackimo Patents 
 
Trackimo's issued patents ("System and Methods which Use Low Wireless Data 
Bandwidth Consumption for Tracking Wandering Devices") is focused on the unique 
aspects of the algorithms being used by both the server and the device 
software. Generally speaking, the proprietary technology is centred on: 
 
  * Dynamic optimisation of the wireless medium used for each message, mixing 
    USSD, SMS and GPRS data adaptively according to the network conditions and 
    various parameters such as the country, the underlying carrier data cost, 
    packet loss rate and more. This enables the most effective and efficient 
    consumption of cellular data, reducing effective costs while ensuring data 
    quality 
  * Optimised adaptive compression of location-sampling data using a 
    proprietary method 
  * Caching samples on the device and sending condensed data only when a viewer 
    actually connects to the system and begins monitoring the device location 
  * Other communication and data-handling aspects 
 
Trackimo Leadership 
 
Shai Bar-Lavi, CEO & Founding Partner, Shai has been leading Trackimo's vision 
from its inception and is in charge of Trackimo's global business development 
and sales. He has vast experience in investment banking focusing on technology 
and marketing companies, both in the U.S. and worldwide. In addition, he served 
in various senior management positions (including, Chief Executive Officer and 
Chief Operating Officer) in public and private companies, including companies 
in the telecommunication, internet, marketing and media sectors. 
 
Shlomo Shur, CTO and founding partner, Mr. Shur created Trackimo's first 
prototype modules and has been leading the technology development ever since. 
An entrepreneur and engineer by trade, Mr. Shur has started several technology 
companies and consultancies, including Executone Information Systems, Isoetec 
Communications and Sam Communications. Most recently, he served as Managing 
Director of ForumTel, and before that as CEO at EasyRun, Inc., a creator of 
telecom software applications for businesses, where he developed a new product 
strategy and business model as well as managed research and development. Mr. 
Shur was also president of the technology and telecommunication consulting 
firm, Netcom Technologies Inc., where he led software and technical 
specification developments for Internet and legacy-based solutions. Until 2000 
Mr. Shur was EVP at Executone Information Systems, which he founded. The 
company had $300M in revenues, 2,200 employees and was publicly traded. He 
completed a degree in electrical engineering at the City University of New 
York. 
 
Amit Shaked, COO & Founding Partner, Mr. Shaked manages the Israeli division of 
Trackimo and leads product development and the worldwide operations of 
Trackimo's Infrastructure. Amit is in charge of planning, developing and 

deploying the company's software products, server and communication 
infrastructure and mobile apps, to achieve the company's business goals. With 
30 years of experience in software technology and product development, taking 
executive roles in companies including Enbaya, Finjan, Hotbar, SmartShopper and 
WeFi, Amit gained unique experience in complex cloud systems operations as well 
as Internet and Mobile mass marketing, app distribution and social marketing. 
Mr. Shaked has served on the advisory board of several startups, including 
Onavo (acquired by facebook), The Gifts Project (acquired by eBay) and more. 
Mr. Shaked started his professional career as a technical officer in the IDF, 
serving 6 years in an elite technology (achieved a Major rank), and holds MSc 
and BSc in Mathematics and Computer Science from the Tel-Aviv University. 
 
Morris Azulay, CFO 
 
Mr Azulay has a broad range of experience over 22 years in senior management 
positions in diverse industries: Telecommunications, Internet, Mobile 
Applications, Medical Devices, Retail and Real Estate. Morris is an experienced 
General Manager, Chief Operating Officer and Chief Financial Officer with a 
proven track record of fundraising.  Morris has led financing transactions from 
Venture Capital to Hedge Funds and Private Equity as well as for Individuals 
and multiple M&A transactions with public (NASDAQ, NYSE, TSX) and private 
companies. 
 
Amit Shaked, General Manager and Chief Product Officer, Mr. Shaked manages and 
leads product development and marketing at Trackimo. Amit is in charge of 
planning, developing and deploying the company's software products, server and 
communication infrastructure and mobile apps, to achieve the company's business 
goals. With over 20 years of experience in software technology and product 
development, taking executive roles in companies including Enbaya, Finjan, 
Hotbar, SmartShopper and WeFi, Amit gained unique experience in Internet and 
Mobile mass marketing, app distribution and social marketing. Mr. Shaked is a 
co-founder and director in Vidiconz and Bit Cocktail and was on the advisory 
board of Onavo (acquired by facebook), The Gifts Project (acquired by eBay) and 
more. Mr. Shaked holds an MSc and BSc in Mathematics and Computer Science. 
 
Note: 
 
Certain statements made in this announcement are forward-looking statements. 
These forward-looking statements are not historical facts but rather are based 
on the Company's current expectations, estimates, and projections about its 
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions 
are intended to identify forward-looking statements. These statements are not a 
guarantee of future performance and are subject to known and unknown risks, 
uncertainties, and other factors, some of which are beyond the Company's 
control, are difficult to predict, and could cause actual results to differ 
materially from those expressed or forecasted in the forward-looking 
statements. The Company cautions security holders and prospective security 
holders not to place undue reliance on these forward-looking statements, which 
reflect the view of the Company only as of the date of this announcement. The 
forward-looking statements made in this announcement relate only to events as 
of the date on which the statements are made. The Company will not undertake 
any obligation to release publicly any revisions or updates to these 
forward-looking statements to reflect events, circumstances, or unanticipated 
events occurring after the date of this announcement except as required by law 
or by any appropriate regulatory authority. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

October 07, 2022 02:00 ET (06:00 GMT)