DEV.L Regulatory News (DEV)

Dev Clever Holdings plc

("Dev Clever" or "the Company")

Acquisition of Phenix Digital Limited

Dev Clever, a leading developer of mobile and immersive experiences, is pleased to announce that it has entered into a conditional agreement to purchase the entire issued share capital of Phenix Digital Limited, a multi-service digital agency within the education sector ("Phenix") for a mixture of cash consideration of £100,000 and 3,571,429 new ordinary shares of 1p each in the capital of Dev Clever ("Consideration Shares"). Completion of the acquisition is conditional upon admission of the Consideration Shares to listing on the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to become effective on Friday, 13 March 2020.

Key Highlights:

· Strong strategic rationale with proven synergies identified through existing relationships between Dev Clever and Phenix

· The acquisition extends Dev Clever's current capabilities by adding experience within the fields of direct sales, marketing, videography and animation

· The acquisition further strengthens Dev Clever's position in the education sector

· The acquisition has significant potential to increase capacity and accelerate revenue growth

Phenix was established in July 2011 and has achieved eight years of organic growth, with a compound annual growth rate (CAGR) of 22.4%, driven by its significant success in the education sector, where it has consistently delivered digital propositions including websites, apps, digital prospectuses and videography to schools and organisations across the UK, ranging from Primary, Secondary, Special Educational Needs (SEN), Independent and Multi Academy Trusts. Phenix's customers include Local Authorities (Birmingham, Worcester, Wolverhampton, Staffordshire, Leeds), Capita (incorporating Entrust and S4S and Spire Health Care) and Helix, the UK based manufacturer of stationary.

The acquisition aligns with the Company's strategic focus on the education sector and presents Dev Clever with an opportunity to expand its capabilities through the addition of experienced direct sales employees, as well as Phenix's existing clients and relationships.

Phenix will support both the Company's activities within the education sector as well as across brands and retailers, through its Agency Services division incorporating engage and experience services. The core Dev Clever team remains focused on the US and global rollout of the Company's SaaS-based Educate products.

Following the launch of Dev Clever's career exploration experience, VICTAR VR, and its online careers development and recruitment platform, Launchyourcareer.com, it was identified that the combined skillsets of Dev Clever and Phenix would provide and extend a wealth of experience, products and services to the Education sector.

As part of the transaction, the sellers have given warranties to Dev Clever that are customary for a transaction of its type. In addition, the sellers have given indemnities in respect of specific items identified in due diligence. The liability of the sellers under the warranties and indemnities is subject to both monetary and time caps. The sellers have also agreed non-compete restrictions and agreed not to dispose of their Consideration Shares, except in limited circumstances, during the 12 months following completion. Following completion of the acquisition, the sellers will be employed by the enlarged group.

On Admission, the Company will have 435,758,272 ordinary shares of 1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights is 435,758,272.

The above figure of 435,758,272 may be used by shareholders from Admission 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 Guidance and Transparency Rules.

Chris Jeffries CEO Dev Clever said:

"The blend of our existing skills with Phenix's operations within the education sector presents a genuinely exciting opportunity for the enlarged business to take market share as a combined entity. We believe it will enable us to accelerate revenue growth while expanding our footprint within the education sector.

The Company has engaged Phenix's services since October 2019 to support sales conversions and, as a result, the conversion of new sales opportunities has seen a significant uplift. I'm confident that the acquisition of the business and integration of both teams will see sales continue to grow and support our objective of reaching breakeven in Q3 this year."

MD of Phenix Digital Greg Parker said:

"The management team at Phenix Digital is excited to announce the news of the acquisition by Dev Clever. We have spent a lot of time and resource within the education sector over the past eight years and have thoroughly enjoyed building our business year on year. We have always strived to deliver more technology into the marketplace and create innovative offerings for our clients and we are proud of the reputation and partnerships we have forged.

Joining with Dev Clever provides more opportunity in the marketplace and gives us the right people to execute an exciting strategy and blend together an incredibly solid and talented core team. We are thrilled to join the Company at such an exciting time. The careers and recruitment platform Launchyourcareer.com and VICTAR VR are so refreshing to the market, and we really see the fantastic opportunities within the education sector that these products offer. We look forward to what the future holds."

- Ends -

ENQUIRIES:

Notes to Editors 

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is an early stage 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. The Group's core focus is the development and commercialisation of its three core platforms:

Educate: A careers guidance solution that offers secondary schools, colleges, universities, apprenticeship providers and employers with a range of digital products to more efficiently recruit and develop applicants and skills within their institutions and organisations.

Within Agency Services:

Engage: A cloud-based gamification solution that offers brands and retailers a range of products to drive higher levels of consumer engagement via the use of digitally redeemable incentives at the same time as fully controlling spend.

Experience: A multi-user virtual reality (VR) framework and augmented reality framework that enable customers of our Engage and Educate channels to extend their customers and student experiences through VR.

On 21 January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.For further information, please visit www.devcleverholdingsplc.com.