DEV.L Regulatory News (DEV)

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR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

21 January 2019

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Admission to the Official List and first day of dealings

Dev Clever is pleased to announce that its ordinary shares of £0.01 each (Ordinary Shares) have been admitted to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange, following a successful placing and subscription of Ordinary Shares to raise £678,000 in aggregate before expenses for the Company and conversion of a £220,000 loan (principal and interest) into Ordinary shares at par.

First dealings in the Ordinary Shares are due to commence at 8am today under the ticker symbol DEV.

A total of 89,800,000 ordinary shares (representing 24% of the Company's issued share capital on Admission) were subscribed for at £0.01 per share pursuant to the placing, the subscription and the conversion of debt, valuing Dev Clever at a market capitalisation of £3.73 million.

On admission, the Company will have 373,300,000 ordinary shares in issue.

Cornhill Capital acted as the sole broker to the Company.

The purpose of the flotation is to provide new funds for the Company's expansion and growth across its three chosen business channels Engage, Educate and Experience

Commenting on Dev Clever's flotation, Christopher Jeffries, CEO, Founder and Executive Chairman, said:

"Dev Clever's admission to the London main market is a major step in the Company's development and will put us in a strong position to execute our growth strategy. We are delighted with the strong response from investors which will enable us to scale our resources to capitalise on our new product portfolio across our business channels, Engage, Educate and Experience."

Company highlights

Dev Clever's trading business is a software development company. Established in 2013, the business has grown into a credible, recognised digital innovation brand, and has a range of blue-chip clients and educator customers, primarily within the UK.

Working in partnership with its clients, Dev Clever group has developed proprietary software and applications which enable rapid development and deployment of its products and which have been successfully delivered across multiple sectors and received industry accolades and recognition for the use of innovative, interactive and immersive technologies.

During the financial year of 2017/2018 the group focused on the commoditisation of its core gamification, education and experience products, supported by debt finance in advance of the placing, subscription and Admission. 

Following a significant investment made over the last year and the successful placing, subscription and conversion of debt, the Group is now able to move towards becoming a productised SaaS business, offering its existing and new customers products on an annual licence basis.

The Company's prospectus published in connection with its listing is available on the Company's website at www.devclever.co.uk and on the National Storage Mechanism.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Neither this announcement or any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in whole or in part in the United States. Neither this announcement nor any copy of it may be made or transmitted, directly or indirectly, in whole or in part into Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of securities laws in one or more of the respective jurisdictions. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement and the Prospectus do not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Cornhill. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, and this document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to as 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. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company today in connection with the proposed admission of its Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange. All dealings in Ordinry Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The Ordinary Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.

Pello Capital Limited (trading as Cornhill Capital), which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Cornhill or advice to any other person in relation to the matters contained herein.

- ANNOUNCEMENT ENDS -