Admission to the Access Segment of the AQSE GM

RNS Number : 0370H

Asimilar Group PLC

04 April 2022

 

Rule 6.2 announcement

THIS ANNOUNCEMENT TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.

Date: 4 April 2022

Asimilar Group Plc ("Asimilar" or the "Company")

Admission to the Access Segment of the AQSE Growth Market

Asimilar, the investing company focused on technology opportunities in the fields of Big Data, Machine Learning, Telematics and the Internet of Things, is pleased to announce that trading of its ordinary shares will commence at 8.00am today on the Access Segment of the AQSE Growth Market under its existing ISIN "GB00BFX2VL54". The Company's shares are also admitted to trading on AIM (LSE: ASLR).

The Board believes in the opportunities offered by the AQSE Growth Market to improve liquidity in nascent companies and in the investment companies that invest in them. It also provides greater optionality to the Board going forward, should the Company decide to cancel the admission of its shares to trading on AIM, in terms of reducing operating costs and taking advantage of a market regime which may be more fitting to an investment company - reducing the risk that investment opportunities are missed and shareholders' interests thereby affected.  The Company's shares will continue to trade on AIM and the Board will continue to assess the dual-listing structure.  Any proposal to cancel the admission to AIM would be subject to shareholder approval.

About Asimilar

Asimilar invests in the technology and software sectors and aims to focus primarily on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things areas. Whilst the Directors are principally focused on making investments in private businesses, they do not rule out investments in listed businesses if this presents, in their judgment, the best opportunity for Shareholders.

The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other more substantial investment opportunities, the Directors expect the Company to be more of a passive investor.

Total Voting Rights and exercise of warrants

The Company's current total issued share capital consists of 121,923,943 ordinary shares of 0.01p each.

The Company announced on 31 March 2022 that it had received a subscription notice exercising warrants to subscribe for 333,333 new ordinary shares in the Company at a subscription price of 5 pence per share (the "New Shares"). Application has been made for the admission of the 333,333 New Shares to trading on AIM and AQSE and it is expected that dealings in the New Shares will commence on or around 5 April 2022.  On admission the New Shares will rank pari passu in all respects with the Company's existing ordinary shares.

Following admission of the New Shares the total issued share capital of the Company will consist of 122,257,276 Ordinary Shares, each with voting rights. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Board and management team

John Taylor, Non-Executive Chairman

John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent 18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant Colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence. John is a non-executive director of BrandShield Systems Plc, an AIM quoted cyber security company.  He is also a director of two investing companies listed on AQSE, Quetzal Capital Plc and IAMFIRE Plc, and a director of TECC Capital Plc, a SPAC also listed on AQSE.  Previously he was a non-executive director of Sabien Technology Group plc, an AIM-quoted provider of energy reduction technologies and a director of KIN Group Plc which became Bidstack plc following a reverse takeover transaction.  He was also a director of Pathfinder Minerals Plc up to March 2021.  

Sohail Bhatti, Finance Director

Sohail is a Fellow of The Association of Chartered Certified Accountants (FCCA), and has served as finance and non-executive director of a number of private and quoted companies for more than 20 years. In 1998, he joined Transcomm plc, an AIM quoted telecommunications group as finance director for one of its subsidiary undertakings and served for 6 years until its acquisition by British Telecom in 2004. Later that year he supported the private equity acquisition of a former Ericsson data radio technology company, and founded Woodhouse Price Limited, a licensed accountancy practice.

Mark Horrocks, Non-Executive Director  

Mark has over 37 years' experience in financial markets and has been involved mainly in large scale institutional fund management. He has worked as a research analyst and fund manager for a FTSE100 insurance group. In addition, he has always maintained a keen interest in supporting smaller companies and identifying nascent opportunities as investor and supporting as mentor and, on occasion, board member.  In 1997 Mark co-founded Intrinsic Capital Partnership Limited, in order to self-manage the Intrinsic Value PLC Investment Trust, an investor in mainly small/micro capitalized quoted companies. Mark then established Intrinsic Capital LLP in 2007 as a regulated corporate and introductory business and extended the regulatory permission to include a retail investment management offering in 2015 seeking to add value with a straightforward, transparent and cost-efficient service to high net worth and professional investors.

Michael Preen, Non-Executive Director  

Michael is a qualified solicitor with over 25 years' experience in the provision of legal, corporate and governance advisory services.  He qualified and spent 6 years in the market-leading investment funds team at Norton Rose (now Norton Rose Fulbright), a major international law firm, before becoming a vice-president in the corporate advisory division at Dresdner Kleinwort Wasserstein, a European investment bank. Following two years in Australia as a senior associate specialising in real estate investment funds with Mallesons Stephen Jaques (now King & Wood Mallesons), a leading law firm in the region, he returned to the UK and joined Development Capital Management, a global real estate fund management group, where he held a number of senior management roles and was instrumental in establishing its FCA regulated securities division.  From 2009 to 2014 he held the position of Head of Corporate and Legal Affairs at Hydrodec Group plc, an AIM listed clean tech oil company, before establishing his own corporate and governance consultancy business where he provides advisory services to the boards of various public and private companies, focussing on small cap technology clients.

Investment portfolio

Details of the Company's investment portfolio can be found on the Company's website (in announcements and in annual and interim reports) and in the Company's 2021 Annual Report which was published on 21 March 2022.  Below are a number of Asimilar's existing portfolio companies:

Dev Clever Holdings Plc ("DevClever")

Dev Clever is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors.  In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

All Active Asset Capital Limited ("AAA")

AAA is a technology investing company, previously listed on AIM, which has built up a portfolio of investments. It is pursuing a strategy of investing in opportunities within the global technology, software and Artificial Intelligence space, seeking to expose investors to a portfolio of potential future market leaders.  It has announced its intention to re-list on a recognised international exchange and, ahead of that, to enable a 'grey market' trading facility in its shares.  AAA's main investment holdings are in AAQUA and Sentience.

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 a Belgian intelligence-driven data science and behaviour change company. Sentiance's technology is designed to turn motion data into contextual insights and uses behavioural change techniques to personalise engagement for safer and sustainable mobility and well-being experiences.

Magic Media Works Ltd ("Magic Media")

Magic Media is a music entertainment technology business.  The company's mission is to bring families together through shared music entertainment experiences, making every home a connected home.  ROXi, which was launched by Magic Media in 2017, is the world's first 'made for TV' music entertainment product, delivering music entertainment experiences that allow consumers to listen, sing, dance and play together at home.  ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow and delivers its unique interactive experience through the stylish ROXi Console as well as through major Smart TV and Pay TV platforms, including Sky.

AudioBoom Group plc ("Audioboom")

Audioboom is a global leader in podcasting - its shows are downloaded more than 116 million times each month by 32 million unique listeners around the world. Audioboom is ranked as the fourth largest podcast publisher in the US by Triton Digital.  Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts.  Its shares are listed on AIM.

Simplestream Limited ("Simplestream")

Simplestream is an award winning provider of best in class, next generation TV solutions to some of the biggest players in the broadcast, sports and media industry.  Clients include A&E Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races amongst others.  New customers taken on during the 2021 were GB News, Digital Theatre and Craftsy. The company delivered the Paralympic Games on Channel 4's website and over its OTT platform.

Gfinity plc ("Gfinity")

Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.  Its shares are listed on AIM.

SeeQuestor Limited ("SeeQuestor")

SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

Information pursuant to AQSE Access Rule 6.2

General

Further information is available on the Company's website www.asimilargroup.com

There is no provision of the Company's articles of association that would have an effect of delaying or preventing a change in control of the Company.

Corporate Adviser Agreement

An AQSE Corporate Adviser Agreement has been entered into between the Company and Oberon Capital (a trading name of Oberon Investments Limited), pursuant to which the Company has appointed Oberon Capital to act as Corporate Adviser and broker to the Company on an on-going basis following Admission. The agreement contains certain undertakings and indemnities given by the Company in respect of, inter alia, compliance with all applicable laws and regulations. The agreement continues for a fixed period of 12 months from the date of Admission and thereafter is subject to termination by either party giving three months' prior written notice.

AIF Status

The Company has engaged Station 12 Asset Management Limited to act as the alternative investment fund manager (AIFM) of the Company.

The directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

Contacts

Asimilar Group plc
John Taylor, Non-Executive Chairman	via Buchanan
Oberon Capital (AQSE Corporate Adviser)
Chris Crawford / Mike Seabrook	Tel: [phone]
Cairn Financial Advisers LLP (NOMAD)
Sandy Jamieson / Liam Murray	Tel: [phone]
Buchanan Communications Limited
Richard Oldworth / Chris Lane	Tel: [phone]

 

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