TIDMDEV
RNS Number : 0236N
Dev Clever Holdings PLC
17 January 2023
17 January 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR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.
Dev Clever Holdings plc
("Dev Clever" or the "Company")
Cancellation of Listing
Rebranding as Veative Group plc
Asset Match Trading Facility
On 16 December 2022, the Company announced the proposed
cancellation of the listing of the Company's ordinary shares
("Ordinary Shares") on the Official List and to their trading on
the London Stock Exchange ("Cancellation").
Confirmation of Cancellation
Cancellation will proceed as proposed and as a result, the last
day of the Company's listing on the Official List will be today,
Tuesday 17 January 2023 with Cancellation becoming effective at
8.00 a.m. on Wednesday 18 January 2023.
Rebranding
Following Cancellation, management will complete a rebranding
exercise of the Company and its subsidiaries (the "Group") under
the "Veative" banner and the Company's name will change to Veative
Group plc.
Neither rebranding nor the change of name of the Company will
result in any change to the capital structure of the Company or in
the number of Ordinary Shares or rights attached to Ordinary Shares
held by Shareholders.
A new group website ( https://veative.com ) has been launched.
This website will in turn include links to individual websites for
each of the Group's three key business areas:
Immersive Learning https://veativelearn.com
Career Discovery https://launchmycareer.com
Future of Work https://veativelabs.com
There will be a dedicated section for investors on the new group
website where relevant information will be
posted. The section for investors will be launched before the end of January 2023.
Online Presentation
Management intends to arrange an online presentation of the re
branded group and its future strategy during January 2023.
Parties interested in attending should e-mail their interest to
veative@buchanan.uk.com .
Further information on the timing and how to join this event
will be made available to parties who register their interest via
email, through an RNS Reach announcement, on the Company's
dedicated page on the Asset Match platform and on the Group website
at www.veative.com .
Asset Match Trading Facility
Further to the announcement of 16 December 2022, the Company has
concluded that it will put in place a Matched Bargain Facility and
has appointed Asset Match (www.assetmatch.com) to facilitate
trading in the Ordinary Shares. Asset Match, a firm authorised and
regulated by the Financial Conduct Authority, will operate an
electronic off-market dealing facility for the Ordinary Shares.
This facility will allow existing holders of Ordinary Shares in
the Company ("Shareholders") and new investors to trade Ordinary
Shares by matching buyers and sellers through periodic
auctions.
Investors can register their interest for further information on
the Asset Match auction process by emailing
dealing@assetmatch.com.
The Asset Match trading facility operates under its own code of
practice which governs the behaviour of participants and the
running of the periodic auctions.
Asset Match operates an open auction system where volumes of
bids and offers at different prices are displayed on its website
together with the closing date of the auction.
At the end of each auction period, Asset Match passes this
information through a non-discretionary algorithm that determines a
"market-derived" share price based on supply and demand and
allocates transactions accordingly.
Bids and offers may be made and withdrawn at any time before the
closing date of each auction.
Shareholders should be aware that any purchases of further
shares made through Asset Match may be subject to UK stamp duty
reserve tax on purchases. The current rate of stamp duty reserve
tax applicable to such transactions is 0.5 per cent.
Shareholders will continue to be able to hold their shares in
uncertificated form (i.e., in CREST) and should check with their
existing stockbroker whether they are willing or able to trade in
unquoted shares. Shareholders wishing to trade shares through Asset
Match must do so through a stockbroker.
A comprehensive list of stockbrokers who have signed up to
access the Asset Match platform is available on request by emailing
dealing@assetmatch.com .
Full details will be made available to Shareholders on the
Company's website at www.veative.com and directly by letter or
e-mail (where appropriate).
Shareholders may contact Asset Match in relation to any queries
regarding trading via the secondary market trading facility by
emailing dealing@assetmatch.com .
CREST
The Company's CREST facility will remain in place following
Cancellation.
There is the possibility that at some point in the future the
Company's CREST facility could be cancelled, and at that point
although the Ordinary Shares would remain transferable, they would
then cease to be transferable through CREST. In this instance,
Shareholders who hold Ordinary Shares in CREST would receive share
certificates.
Taxation
The directors are aware that certain brokers have indicated that
they will continue to allow shareholders to continue to hold
existing holdings of Ordinary Shares in an individual savings
account ("ISA") or Self invested personal pension ("SIPP")
following Cancellation but that different brokers may adopt
different practices.
Shareholders and prospective investors should consult their own
brokers and professional advisers as to the practical and tax
consequences of Cancellation and whether the Cancellation has any
tax consequences for them.
Option Holders
The Cancellation will not affect the terms of existing options
over Ordinary Shares. However, following the Cancellation, since
there will be no ready market in Ordinary Shares, option holders
will need to take this into account when deciding to exercise or
not to exercise their options in the future to the extent that such
options have not previously lapsed.
Warrants
The Cancellation will not affect the terms of any warrant in
issue over Ordinary Shares.
However, following the Cancellation, since there will be no
ready market in Ordinary Shares, warrantholders will need to take
this into account when deciding to exercise or not to exercise
warrants before they lapse.
Notes:
1. References to times in this announcement are to London time unless otherwise stated.
2. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by an
announcement through a regulatory information service recognised by
the London Stock Exchange.
For more information:
Dev Clever Holdings plc
Ankur Aggarwal
Chief Executive Officer +44 (0) 1827 930 408
Novum Securities Limited
- Financial Adviser & Joint
Broker
Colin Rowbury
David Coffman +44 (0) 20 7399 9400
finnCap Limited - Joint
Broker
Jonny Franklin-Adams +44 (0) 20 7220 0500
Asset Match Limited
Ben Weaver +44(0) 207 248 2788
Buchanan Communications
Chris Lane / Toto Berger +44 (0) 207 466 5000
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END
MSCNKOBNPBKDBDD
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