DEV.L Regulatory News (DEV)

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NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR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.

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