DEV.L Regulatory News (DEV)

For Immediate release 24 December 2021

Dev Clever Holdings plc

("Dev Clever", or the "Company")

Update on Veative Agreement and Suspension of Trading

Dev Clever, a leading developer of online and immersive career guidance, learning and development platforms, is pleased to provide an update on the comprehensive agreement with Veative Labs Pte Ltd (Singapore) ("Veative") originally announced on 12 April 2021.

The agreement covered the following series of transactions:

i) Dev Clever to immediately acquire from Veative for a cash payment of USD 3.4 million, the immersive education materials (including STEM content) that will be utilised during the near-term roll-out of the Company's existing partnership agreement with Veative Labs and the National Independent Schools Alliance ("NISA") entered into on 21 December 2020; 

ii) Veative to grant an exclusive initial one year IP licensing agreement to Dev Clever, commencing immediately for a fee of USD 2.6 million, over additional immersive educational materials that are bespoke to the Indian market ("Indian IP"); 

iii) Dev Clever to acquire the entire issued share capital of Veative Labs Private Limited ("VLPL"), a wholly owned Indian subsidiary of Veative, for consideration of the issuance of 150 million new ordinary shares in the Company subject among other things, to the publication of a prospectus approved by FCA; and 

iv) Veative to grant Dev Clever a call option for a period of one year over the Indian IP and Veative's global distributor agreements (subject to third party consents), for a cash consideration of USD 6.5 million if exercised.

Subsequent to the announcement of 12 April 2021, it was agreed between the parties that the consideration for transaction iii) above would be increased to 175 million shares and that the option at transaction iv) would not be able to be exercised until 13 April 2022.

The Company has been working with its professional advisers towards the publication of the prospectus to enable transaction iii) to complete and this process is at an advanced stage. As part of this process, the FCA has recently indicated to the Company that it considers that the completion of transactions i) and ii) on 12 April 2021, constituted a reverse takeover under Listing Rule 5.6.4.

Furthermore, on 7 December 2021 the Company announced a material contract from Question What's Real "(QWR"), an Asia-based VR hardware manufacturer and distributor operating on behalf of the Chinese Academy of Sciences, for an initial 20,000 VR devices to be deployed to users in China, pre-installed with Dev Clever's immersive STEM learning library. As a result of this contract, the Company and Veative have expressed a desire to accelerate the exercise of the call option under transaction iv) in order to optimise the commercial benefits of the QWR contract which also has an option to extend the partnership to include between 15,000 and 30,000 additional devices in 2022.

Consequently, the Company has requested that the listing in its shares is suspended with effect from today at 7.30am GMT until the FCA has approved the eligibility of the enlarged group as a result of the reverse takeover, in accordance with Listing Rule 5.6.21. The Company's existing listing will be cancelled and the shares will be re-admitted, subject to the FCA's approval, if granted. 

The Company and its advisers are working towards completing transactions iii) and iv) to enable trading in the Company's shares to recommence as early as possible in 2022, however the exact timing will depend on the FCA's approval process.

Chris Jeffries, CEO of Dev Clever, commented, "We are working closely with the FCA and our professional advisers to finalise the prospectus which is at an advanced stage, and look forward to our shares relisting as soon as possible in the new year. I am delighted with the operational progress Dev Clever has made in recent months and will update shareholders on developments with our partners in India and China in early 2022."

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

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Notes to Editors:

About Dev Clever

Dev Clever Holdings plc, together with its wholly owned subsidiaries, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core platforms - Educate (its primary focus) and Agency Services (its secondary focus).

Educate Division:

Through Educate, Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platform, Launchmycareer.com, and virtual reality software (Victar VR). The business has established a global partnership with Lenovo to roll out its service worldwide, with offerings already on the market in the UK, US, and Canada. Dev Clever is also focused on the Indian market and has partnered with its National Independent Schools Alliance (NISA) and content provider Veative to provide a comprehensive service offering within Indian budget private schools. Through this, the business has been developing and has launched a direct-to-consumer offering in India.

Agency Services:

The Company's Agency Services division provides customers from the retail, brand and hospitality sectors with bespoke application and customisation of the Group's proprietary cloud-based products to incentivise consumer participation, increase engagement, improve transactional efficiencies, and enhance the user experience. The wealth of experience gained having successfully provided hundreds of digital consumer and employee incentive experiences for global brands, businesses, and educators via the Company's proprietary platform, Engage, is now focused on enabling employers to better engage with existing employees to up-skill them and to identify their future workforce via the Launchmycareer.com platform. The division is being re-branded to Launchmycareer.com Professional Services.

For further information, please visit www.devcleverholdingsplc.com