AAA.L Regulatory News (AAA)

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.

20 March 2020

All Active Asset Capital Limited

("AAAC" or "the Company")

Investment in warrants in Asimilar Group Plc

AAAC is pleased to announce that the Company has agreed to make an investment of £156,000 in respect of the acquisition of 240,000 warrants ("Warrants") in Asimilar Group Plc ("Asimilar"), which are exercisable at 5 pence per Asimilar share (the "Investment"). The consideration for the Investment is to be wholly satisfied by the issue of 78,000,000 new ordinary shares in the Company (the "Consideration Shares"), which are to be issued at a price of 0.2 pence per AAAC share. All of the Warrants have been acquired from Mr Chris Akers.

The Warrants grant the warrant holder the right to subscribe for 240,000 new ordinary shares in Asimilar at an exercise price of 5 pence per share. This right expires on 31 May 2022. The Warrants are to be acquired by AAAC at a price of 65 pence per Warrant. If exercised, the shares held by AAAC would represent less than 0.25% of the current issued share capital of Asimilar

Asimilar's shares were suspended from trading on AIM on 14 February 2020, due to Asimilar seeking to make a potential investment in Sentiance NV ("Sentiance"), which is intended to be comprised of a 9.3% new equity stake, with options which would increase its holding to up to 35.9% of Sentiance's enlarged issued share capital (the "Potential Sentiance Investment"). Sentiance is a Belgian private company headquartered in Antwerp which is in the business of developing artificial intelligence software, machine learning and contextual behavioural data science.

Asimilar's Potential Sentiance Investment will be classified as a reverse takeover under the AIM Rules due to the aggregate size of this potential investment relative to Asimilar's existing portfolio. The price per share at which Asimilar's shares were suspended on 14 February 2020 was 47.5 pence. On 12 March 2020, Asimilar announced a placing to raise £7.5 million at a price of 60 pence per share (the "Asimilar Placing"), which is conditional on a number of matters, including Asimilar's enlarged share capital being admitted to trading on AIM. There can be no guarantee that Asimilar's Potential Sentiance Investment and the Asimilar Placing will be completed, or of the final terms and timing of these transactions.

Additionally, AAAC has been granted an option (the "Option"), exercisable at the sole discretion of AAAC, to acquire a further 1,200,000 warrants in Asimilar from Mr Akers and other warrant holders at a price of 85 pence per warrant, with such warrants also having an exercise price of 5 pence and expiring on 31 May 2022. The Option will also expire on 31 May 2022. Should AAAC choose to exercise the Option, then the number of new ordinary shares in the Company to be issued as additional consideration will be 255,000,000 at a price of 0.4 pence per share.

Application will be made for the 78,000,000 Consideration Shares to be admitted to trading on AIM ("Admission") and the date on which Admission is expected to become effective is on or around 26 March 2020.

Upon Admission, the Company's issued ordinary share capital will consist of 522,076,072 ordinary shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 522,076,072. With effect from Admission, this figure may be used by Shareholders in the Company 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 share capital of the Company.

Following Admission, Mr Chris Akers will be interested in 78,000,000 ordinary shares in AAAC which will represent 14.94% of the Company's enlarged share capital. Mr Chris Akers has entered into an orderly market agreement with AAAC in respect of the Consideration Shares and has undertaken that he will not (and will procure, insofar as he is able, that none of his associates will not) dispose of any interest in these ordinary shares for 6 months unless such disposal is effected through Peterhouse Capital (or such other brokers as may from time to time be appointed as brokers to the Company), to ensure an orderly market.

About Asimilar Group Plc

Asimilar is an AIM-listed technology-focused investing company whose investing policy is to invest in businesses which have the potential to deliver significant returns. It focuses on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things sectors. For its financial year ended 30 September 2019, Asimilar reported an audited loss after tax of £731,784 (2018: loss £1,105,214). As at 30 September 2019, Asimilar's audited gross assets were £2,995,972 (2018: £3,441,504) and the net fair value of investments held was £2,684,091 (2018: £3,083,995).

James Normand, Executive Chairman, said:

'I am pleased that AAAC is making its first investment, since amending its investing policy last autumn, in such a promising and enterprising company as Asimilar at this point in its development. The potential of Asimilar's investee companies and, in particular, its planned investment in Sentiance is, we believe, considerable.'

'AAAC is actively seeking similar opportunities for the mutual benefit of AAAC and of its investee companies'.

For further information:

Notes for editors about AAAC

AAAC is an investment company that was established as a platform for investors looking to access growing markets in the Asia-Pacific region. In October 2019, having previously sold one of its two investments, the Company broadened the geographical range of its investing policy to include Europe. The Company's investing policy includes the creation of a portfolio of companies with at least a majority of operations (or early-stage companies that intend to have at least a majority of their operations) in Europe or the Asia-Pacific region in industries with high growth potential including, but not limited to, agriculture, forestry and plantations, mining, natural resources, property, and/or technology.

AAAC's remaining investment in the Asia-Pacific region is a 7% holding in Myanmar Allure Group Co., Ltd. ("MAG"), which owns and operates the Allure Resort, a combined hotel, resort and gaming facility located in Tachileik province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai border.

AAAC is publicly quoted and its shares are traded on the AIM Market, which is operated by the London Stock Exchange.

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