TIDMDEV
RNS Number : 7495W
Dev Clever Holdings PLC
24 December 2021
For Immediate release 24 December 2021
Dev Clever Holdings plc
("Dev Clever", or the "Company")
Update on Veative Agreement and Suspension of Trading
Dev Clever, a leading developer of online and immersive career
guidance, learning and development platforms, is pleased to provide
an update on the comprehensive agreement with Veative Labs Pte Ltd
(Singapore) ("Veative") originally announced on 12 April 2021.
The agreement covered the following series of transactions:
i) Dev Clever to immediately acquire from Veative for a cash
payment of USD 3.4 million, the immersive education materials
(including STEM content) that will be utilised during the near-term
roll-out of the Company's existing partnership agreement with
Veative Labs and the National Independent Schools Alliance ("NISA")
entered into on 21 December 2020;
ii) Veative to grant an exclusive initial one year IP licensing
agreement to Dev Clever, commencing immediately for a fee of USD
2.6 million, over additional immersive educational materials that
are bespoke to the Indian market ("Indian IP");
iii) Dev Clever to acquire the entire issued share capital of
Veative Labs Private Limited ("VLPL"), a wholly owned Indian
subsidiary of Veative, for consideration of the issuance of 150
million new ordinary shares in the Company subject among other
things, to the publication of a prospectus approved by FCA; and
iv) Veative to grant Dev Clever a call option for a period of
one year over the Indian IP and Veative's global distributor
agreements (subject to third party consents), for a cash
consideration of USD 6.5 million if exercised.
Subsequent to the announcement of 12 April 2021, it was agreed
between the parties that the consideration for transaction iii)
above would be increased to 175 million shares and that the option
at transaction iv) would not be able to be exercised until 13 April
2022.
The Company has been working with its professional advisers
towards the publication of the prospectus to enable transaction
iii) to complete and this process is at an advanced stage. As part
of this process, the FCA has recently indicated to the Company that
it considers that the completion of transactions i) and ii) on 12
April 2021, constituted a reverse takeover under Listing Rule
5.6.4.
Furthermore, on 7 December 2021 the Company announced a material
contract from Question What's Real "(QWR"), an Asia-based VR
hardware manufacturer and distributor operating on behalf of the
Chinese Academy of Sciences, for an initial 20,000 VR devices to be
deployed to users in China, pre-installed with Dev Clever's
immersive STEM learning library. As a result of this contract, the
Company and Veative have expressed a desire to accelerate the
exercise of the call option under transaction iv) in order to
optimise the commercial benefits of the QWR contract which also has
an option to extend the partnership to include between 15,000 and
30,000 additional devices in 2022.
Consequently, the Company has requested that the listing in its
shares is suspended with effect from today at 7.30am GMT until the
FCA has approved the eligibility of the enlarged group as a result
of the reverse takeover, in accordance with Listing Rule 5.6.21.
The Company's existing listing will be cancelled and the shares
will be re-admitted, subject to the FCA's approval, if granted.
The Company and its advisers are working towards completing
transactions iii) and iv) to enable trading in the Company's shares
to recommence as early as possible in 2022, however the exact
timing will depend on the FCA's approval process.
Chris Jeffries, CEO of Dev Clever, commented, "We are working
closely with the FCA and our professional advisers to finalise the
prospectus which is at an advanced stage, and look forward to our
shares relisting as soon as possible in the new year. I am
delighted with the operational progress Dev Clever has made in
recent months and will update shareholders on developments with our
partners in India and China in early 2022."
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).
-ends-
For further information please contact:
Dev Clever Holdings plc
Christopher Jeffries
Chief Executive Officer and Executive
Chairman
Nicholas Ydlibi
Chief Financial Officer +44 (0) 1827 930 408
Novum Securities Limited - Financial Adviser and Broker
David Coffman / Colin Rowbury +44 (0) 20 7399 9400
Buchanan Communications
Richard Oldworth / Chris Lane +44 (0) 207 466 5000
Notes to Editors:
About Dev Clever
Dev Clever Holdings plc, together with its wholly owned
subsidiaries, 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 (its primary focus) and Agency Services (its secondary
focus).
Educate Division:
Through Educate, Dev Clever aims to reduce the global skills
shortage by delivering an enhanced careers guidance service via its
online platform, Launchmycareer.com, and virtual reality software
(Victar VR). The business has established a global partnership with
Lenovo to roll out its service worldwide, with offerings already on
the market in the UK, US, and Canada. Dev Clever is also focused on
the Indian market and has partnered with its National Independent
Schools Alliance (NISA) and content provider Veative to provide a
comprehensive service offering within Indian budget private
schools. Through this, the business has been developing and has
launched a direct-to-consumer offering in India.
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
to incentivise consumer participation, increase engagement, improve
transactional efficiencies, and enhance the user experience. The
wealth of experience gained having successfully provided hundreds
of digital consumer and employee incentive experiences for global
brands, businesses, and educators via the Company's proprietary
platform, Engage, is now focused on enabling employers to better
engage with existing employees to up-skill them and to identify
their future workforce via the Launchmycareer.com platform. The
division is being re-branded to Launchmycareer.com Professional
Services.
For further information, please visit
www.devcleverholdingsplc.com
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END
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