All Active Asset Capital Share Discussion Threads

[shaunlongstaff11] 31/1/2022 17:15

I’ve no idea what’s happening . When they re- list … will the shares be worth more or less ? Any advice welcome . Thank you

[shaunlongstaff11] 31/1/2022 17:15

I’ve no idea what’s happening . When they re- list … will the shares be worth more or less ? Any advice welcome . Thank you

[master rsi] 20/12/2021 18:26

Investors paid 80p to get into the company to make the acquisition.

no wondeer some posters talk is going to go ballistic when coming back in the market early 2022, with most likely further news on th ones extra today

[cossie] 20/12/2021 14:42

20 December 2021



All Active Asset Capital Limited

('AAA' or 'the Company')

Completion of significantly increased conditional placing



Acquisition of additional AAQUA equity and new AAQUA option



Update on liquidity options for AAA shareholders



AAA is pleased to update shareholders on material progress and next steps:



Conditional placing

The conditional placing announced on 2 July 2021 was successfully completed in October at a significantly expanded level through the issuance of 356,250,000 new AAA shares at 80p per share to acquire 95,000 AAQUA B.V. ('AAQUA') ordinary shares.



AAQUA update, further acquisitions of AAQUA equity and new option

The AAQUA business continues to develop at pace with meaningful organisational presence now in Australia, Singapore, France, Belgium, Netherlands, United Kingdom, Canada, and the US. The internal minimum viable product ('MVP') was delivered on 1st December 2021, the same date that Maria Bista joined as Group COO, running the AAQUA business end-to-end. Prior to AAQUA, Maria was in a senior leadership position at Barclays Investment Bank and before that worked at Sky and Electronic Arts. In addition, it is anticipated Colin McQuade, currently a non-executive director of AAA, will be appointed to the AAQUA Board in early 2022.



In addition to the conditional placing, AAA acquired a further 50,000 new and 16,667 existing AAQUA shares by way of a share-for-share exchange for the issue of 187,500,000 new AAA share[1] at 80p each and the cashless conversion of 100,000,000 AAA warrants at 50p per AAA share.



In total, AAA now owns 185,917 AAQUA shares, or 32.5% of AAQUA's existing issued share capital. The AAQUA shareholding is anticipated to reduce to c.25% following AAQUA's completion of a material equity partner funding round, currently anticipated to be in Q1 2022. AAA will not be participating in that proposed funding round. Assuming the proposed AAQUA partner funding round completes, AAA will become party to an AAQUA shareholder governance arrangement whereby AAA can hold at any point in time a maximum 30% of AAQUA's equity (its 'Economic Interest') however AAA will only be able to utilise a maximum of 19.9% of its aggregate voting rights at any time. This arrangement would last for an initial ten year period, unless agreed differently between the various new parties expected to sign up to the proposed governance agreement. The Economic Interest would not affect AAA's other shareholder rights such as receipt of dividends or ability to participate in, for example, a rights issue on a pro-rata basis.



The Company currently has 1,804,662,999 shares in issue, with a further 187,500,000 new shares to be issued following the creation of the SPV described in the footnote.



In addition, AAA has secured a €240 million primary investment option allowing it to subscribe for up to an additional 60,000 AAQUA shares at €4,000 per ordinary share. This investment option can be exercised in whole or in part at any time over the next two years. The option contains no provisions to accelerate the exercise if AAQUA completes certain follow-up transactions and could, under certain circumstances, be assigned to third parties if approved under the proposed governance agreement.



Update on acquisition of Sentiance N.V. ('Sentiance')

Following the completion of the 100% share-for-share acquisition of MESH Holdings plc on 1 December 2021 through the UK Court approved Scheme of Arrangement, AAA now owns c. 25.3% of the issued share capital of Sentiance. Reflecting the portfolio approach that AAA has taken to its investment strategy, AAQUA and Sentiance are presently negotiating a long-term collaboration agreement which, if agreed, would complete in early in Q1 2022. Should a mutually beneficial long-term collaboration agreement be reached, it remains AAA's intention to acquire the remaining balance of Sentiance equity shortly thereafter. If, for whatever reason, this collaboration agreement is not signed, it is currently anticipated that AAA would not acquire the balance of Sentiance equity.



Liquidity options and re-listing

AAA continues to make significant progress on various liquidity options for AAA shareholders and is committed to ensuring a liquid grey market facility becomes available to trade AAA shares during Q1 2022.



Rodger Sargent, AAA Executive Director, commented , "We are delighted with the progress achieved to date, in particular owning 32.5% of AAQUA and securing a new two year €240 million option over further AAQUA equity.



Alongside this period of intense corporate activity, we have also progressed our plans for creating liquidity options which will be of great benefit to both shareholders and AAA in the future. We expect to be able to share these details and commence in earnest the full institutionalisation of AAA, together with other developments, in early 2022."



For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com



Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

t: [phone]

e: [e-mail]

[codeine1] 17/12/2021 15:39

https://sentiance.com/2021/12/17/looking-back-marching-forward-sentiances-2021-year-in-review/

[master rsi] 03/12/2021 23:11

Completion of Acquisition of MESH Holdings by AAA - Wed, 1st Dec 2021 09:03
Further to the announcement of 29 November 2021, Asimilar Group plc (AIM: ASLR), .... notes the announcement made today by MESH Holdings that the scheme of arrangement whereby All Active Asset Capital Limited ('AAA') will acquire 100% of MESH has now completed.

Accordingly, Asimilar now owns 24 million AAA shares, being 1.3% of AAA's current issued share capital. AAA is a currently unlisted investment company that specialises in identifying early stage, high growth technology businesses. Its two key investments are a holding of 185,917 shares in AAQUA N.V ('AAQUA'), being 29% of AAQUA's current issued share capital, and 28,000 ordinary shares in Sentiance N.V. ('Sentiance'), being 25.3% of Sentiance's current issued share capital. AAA has stated it is actively working to re-list its equity on an international stock exchange.

AAQUA is a new social and community platform, centred around passions, connecting like-minded people, fans, icons, creators and brands through a federated network of passion communities. AAQUA's plan is to reshape the social media experience along more positive and inclusive lines by empowering peer-level communities, celebrating authentic and purposeful connections, and unleashing the power of co-creation.

Sentiance is an intelligence-driven data science and behaviour change company. Its core expertise is turning motion data into contextual insights and using behavioural change techniques to personalise engagement. Sentiance is workig with some of the world's leading companies to augment their first-party data and create hyper-personalised services and experiences through intelligent contextual recommenders, delivering technology for a new human-centric economy where users are in control of their data. Use cases and applications range across multiple verticals including leisure and commerce, mobility and safety and health and wellbeing.

AAQUA and Sentiance are working together to collaboratively develop contextual personalisation and recommendation solutions, and jointly commercialise these capabilities across the AAQUA partner and passion ecosystem. These will range from providing access to real-world fan and member behavioural insights, to enabling contextual member engagement, providing tangible utility and value to both community members and operators.

[kaos3] 03/12/2021 12:30

i got lost in valuing AAA. does anyone have an idea how much (in range) could it be worth?

[bandstandnick] 05/11/2021 11:29

MESH shareholders have just voted 99.99% in favour of share swap on 1:1 basis, which will allow Sentiance acquisition to be completed.

[scifijohn] 29/10/2021 12:58

How does one know AAA has a stake in Sure Valley Ventures

[master rsi] 26/10/2021 23:35

AAA has a stake on Sure Valley Ventures and they have participated in the Series B round
Admix raises US$25 million in Series B round
Admix has announced that it has successfully raised US$25 million in a Series B round to scale up its In-Play solution worldwide and establish it as the content monetisation layer for gaming worlds and the formative metaverse.

This new funding has been raised at a valuation that represents around 1,500% of the company's valuation at which SVV initially invested in the business in 2018. This clearly reflects the significant progress that Admix has made to date.

The Series B round is the largest secured by any non-intrusive games monetisation company and brings Admix's total funding to date to US$37 million. SVV participated in the Series B round alongside renowned VCs Elefund, Force Over Mass, DIP Capital, Notion Capital, Speedinvest, Rocket Capital, Colopl Next and Sidedoor Ventures, as well as growth investor Kuvi Capital and angels from the gaming industry.

Founded in 2018, Admix provides a solution that bridges the gap between brands, creators and advertisers using non-intrusive product placements integrated inside video games. Over 300 global games and thousands of advertisers currently use Admix's end-to-end platform. The company has recently made key hires in the Americas and APAC where its presence will now be expanded further.

The first phase of Admix's development has proven its commercial model, which is on track to deliver very significant year-on-year revenue growth. This new capital is set to fund Admix's evolution as a set of monetisation tools for the new creator economy, and its second critical phase of product development that will set standards in the formative metaverse. In building the technology and tools to empower creators to make money from their content, Admix will iterate on its state-of-the-art proprietary rendering technology which can digitally inject complex 2D or 3D constructs into any 3D environment, with zero impact on virtual world engine performance.

[master rsi] 21/10/2021 13:15

Audioboom should get on board next, the price will be another thing.

[master rsi] 21/10/2021 12:23

ALL ACTIVE ASSET CAPITAL LIMITED ('AAA')

Recommended all share combination by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1. Introduction
The Boards of Directors of MESH and AAA are pleased to announce they have reached an agreement on the terms of a recommended all-share combination of AAA and MESH (the 'Combination' to form the 'Combined Group'). It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').
You should read the whole of this document and the accompanying Forms of Proxy.
Your attention is drawn to the letter from the Executive Chairman of MESH set out in Part I of this document which contains the unanimous recommendation of the Board that you vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the Scheme General Meeting.
Notices of the Court Meeting and the Scheme General Meeting, both to be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN and also semi-virtually by a virtual meeting platform on 5 November 2021, are set out in Part VII and Part VIII of this document, respectively. The Court Meeting will start at 11:00 a.m. and the Scheme General Meeting at 11:15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).
In light of the current uncertainty surrounding the COVID-19 pandemic and with a view to taking appropriate measures to safeguard the health of MESH Shareholders, MESH will be holding the Court Meeting and the Scheme General Meeting as both physical and virtual meetings in accordance with the powers to hold satellite meetings in the MESH Articles.Therefore, MESH Shareholders will be able to participate and vote in the Meetings electronically via a virtual meeting platform if they prefer not to travel. Further information is set out in paragraphs 11 and 13 of Part II of this document.
Capitalised words and phrases used in this document shall have the meanings given to them in Part VI of this document.
2
4139-4425-1441.12
The action to be taken by MESH Shareholders in respect of the Meetings is set out on page 11 of this document. MESH Shareholders will find accompanying this document a Blue Form of Proxy for use in connection with the Court Meeting and a Yellow Form of Proxy for use in connection with the Scheme General Meeting. Whether or not you intend to participate in the Meetings via the virtual meeting platform, please complete and sign each of the accompanying Forms of Proxy in accordance with the instructions printed on them and return them to MESH’s Registrar, Link Group, as soon as possible and, in any event, so as to be received by the deadline set out on the relevant form.
COVID-19 Restrictions
The Board is closely monitoring the COVID-19 pandemic, including UK Government guidance, and will continue to do so in the lead up to the Court Meeting and the Scheme General Meeting.
In light of the current uncertainty and with a view to taking appropriate measures to safeguard the health of MESH Shareholders, MESH will hold the Meetings virtually in accordance with the provisions of the MESH Articles.

The MESH Shareholders will be given the opportunity to participate and vote electronically in the Meetings through the satellite virtual meeting platform, details of which are set out in paragraphs 11 and 13 of Part II of this document.
Should a Shareholder wish to attend the Court Meeting of the Scheme General Meeting in person, he should contact MESH via its website to receive instructions on physical attendance. MESH strongly recomments that Shareholders attend via the statellite virtual meeting as Shareholders will be able to ask questions and vote without the need for physical attendance.

MESH Shareholders participating in the Meetings via the satellite virtual meeting platform will be permitted to ask questions of the Chairman of the Meetings at the Meetings, or questions can be submitted in advance to [e-mail]. MESH Shareholders have the right to raise any objections they may have to the Scheme at the Meetings provided such objections are submitted by email (to the email address shown above) in advance of the meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of MESH Shareholders. Whether or not you intend to attend and/or vote at the Meetings via the virtual meeting platform, you are therefore strongly advised to sign and return your Blue Form of Proxy (by post, by hand, online or electronically through CREST) for the Court Meeting as soon as possible. The completion and return of the Forms of Proxy (by post, by hand, online or electronically through CREST) will not prevent you from attending, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the Scheme General Meeting, if you are entitled to and wish to do so.

If the Blue Form of Proxy for the Court Meeting is not returned by the specified time, it may be emailed to [e-mail] any time prior to the commencement of the Court Meeting. However, in the case of the Scheme General Meeting, unless the Yellow Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. MESH Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meetings or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Further details are set out in Part II of this document.

If you have any queries please contact Link Group on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his own independent legal, financial or tax adviser for legal, financial or tax advice.

[majwandco] 16/10/2021 13:34

I see the BOOM CEO spoke glowingly of the AAA interest in their investor presentation recorded earlier this week.

Skip to 46 min 30 to see the response.

The BOOM CEO almost willing / hopeful that AAA do come back again. Shows what an exciting trajectory this share is on

[bagpuss lives] 12/10/2021 14:45

I see buying and selling is now going to start in Q421 so was August, then September now Q4 21. I think they are treating their share base with a bit of disdain to be honest.

[kemche] 02/10/2021 18:50

28 Ocotber 2021 ?????

[el cid48] 28/9/2021 15:07

All sounds very positive

[bagpuss lives] 28/9/2021 14:55

Attention to detail not their strong point then and no mention of Audioboom!

[master rsi] 28/9/2021 14:47

All Active Asset Cap / Transaction and Business Progress Update
AAA is pleased to update shareholders on the progress it has made during the last two months. 28 Ocotber 2021


Sentiance N.V. ('Sentiance')

AAA recently completed a €5.0 million cash equity investment in Sentiance and, as part of the proposed acquisition of MESH Holdings plc, will shortly own 25.3%[1] of Sentiance. The acquisition of the remaining Sentiance equity is expected to conclude in October and will result in AAA owning 100% of Sentiance.


The Sentiance business continues to develop positively at an accelerated pace with high profile new client and contract wins across the world. AAA will provide a further update when the acquisition of the remaining Sentiance equity is completed.


AAQUA B.V. ('AAQUA')

AAA intends to enter into agreements to acquire further significant equity stakes in AAQUA within the next three weeks. Following the completion of these transactions, it is anticipated AAA will own 28.4% of the then issued share capital of AAQUA. AAA will provide a further update once these transactions have concluded.


AAQUA is planning to accomplish a Minimum Viable Proposition ('MVP') before the end of 2021, and anticipates it will conclude a very significant equity raise shortly thereafter.


MESH Holdings plc ('MESH')

AAA and MESH have now agreed key terms for the acquisition of MESH by AAA. The acquisition is to be completed through a Scheme of Arrangement, with the consideration for the acquisition being a share-for-share swap of 1 new AAA share for 1 existing MESH share.

Once finalised, the circular setting out the terms of the Scheme of Arrangement will be posted to MESH shareholders. The posting of the circular starts a 45 day timetable which concludes with a Court hearing and meetings of MESH shareholders to vote on the scheme. If MESH shareholders vote in favour of the proposals and the Court approves the scheme, MESH will become a 100% owned subsidiary of AAA, and MESH shareholders will become substantial shareholders in AAA.

Rodger Sargent, AAA Executive Director, commented, "We are encouraged with the material progress made on the Sentiance, AAQUA and MESH transactions; by the end of October 2021, AAA should own 100% of Sentiance and over 28% of AAQUA. Both of these highly innovative organisations continue to make good progress with the execution and implementation of their complementary and increasingly synergistic game plans.

"In parallel, we continue to make progress with the re-listing of the enlarged AAA onto an international stock exchange and will update shareholders on the next stages of the process as soon as we are able."

[jaimelaw1] 27/9/2021 13:03

Hopefully when the Sentience deal is done we may get some more clarity on there plan and the cards may not be held so close to there chests.I agree not a lot in the basket at the moment to create any waves but I believe the initiatives that will come to light should fill the basket . Good luck to all .

[buggy] 27/9/2021 12:27

I am sure they will buy Sentience, as they have done the placing to get that over the line and have indicated that the placing money will be used for that.

The issue, as I see it, is that the 3 investments in AAA stable: Sentience, AQUAA and Asimilar group are all too early stage with no certainty of making it so I do not see them attempting a listing with just bringing that to the table. They could but I would be mightily surprised if they can get the placing off at anywhere near their notional price of 80p per share equivalent.

That leaves the question as to when are they going to relist on any market: for me, for an investment firm, they need more than what they already have in their basket of assets >>> BOOM or ANother company that will underpin their listing share price. No harm in remaining off market till they are ready to bring something worthwhile with them at listing.

[jaimelaw1] 27/9/2021 11:39

sentience date of expire 30-09-21. Either there"ducks in a row" or another extension .I'm not sure BOOM is the deal maker in all this or just icing on the cake , or hopefully a extra cherry .I'm sure if it is AAA representatives will be back round the table when they need to be.

[buggy] 27/9/2021 08:48

El Cid

Did you expect anything? AAA needed BOOM to be able to list at any realistic price. They may have to go for acquisition of another solid company to help with the listing. With the 3 companies currently in AAA stable, I am not hopeful of a listing at any decent price, so I am not expecting a listing until all their ducks are lined in a row.
long wait perhaps.

[el cid48] 24/9/2021 10:08

All gone v quiet again…. 🤔