DEV.L Regulatory News (DEV)

Dev Clever Holdings plc

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

Acquisition of Veative

Trading and Board Update

Dev Clever, a leading developer of online and immersive career guidance, learning and development platforms, is pleased to provide the following updates.

Acquisition of Veative

On 12 April 2021, the Company announced a comprehensive agreement with Veative Labs Pte Ltd (Singapore) ("Veative") covering the following series of transactions:

i. Dev Clever to immediately acquire from Veative the immersive education materials (including STEM content) to 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, 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, in an all-share transaction subject, among other things, to the publication of a prospectus approved by the 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).

The Company immediately began working with its professional advisers towards the publication of the prospectus to enable transaction iii) to complete. During this process, the FCA indicated to the Company that it considered that the completion of transactions i) and ii) on 12 April 2021 constituted a reverse takeover under Listing Rule 5.6.4. Consequently, the Company requested that the listing of its shares was suspended with effect from 7.30am GMT on 24 December 2021 until the FCA approved the eligibility of the enlarged group as a result of the reverse takeover, in accordance with Listing Rule 5.6.21. Subject to the FCA's approval, the Company's existing listing will be cancelled and the shares will be re-admitted to the London Stock Exchange ("Re-admission").

In order to capitalise on the collaborative relationship between the Company and Veative which had commenced prior to the announcement of 12 April 2021, the parties have agreed that the Company will complete the acquisition of VLPL with immediate effect, through the issue of 225 million new ordinary shares in Dev Clever to Veative. These shares will be admitted to trading upon Re-admission.

Additionally, the Company has paid to Veative an initial US$1,150,000 to exercise its call option over the remaining Indian IP and will pay a further US$5,350,000 to be settled in shares of the Company at the average market price over five days from Re-admission, subject, inter alia, to Re-admission taking place by the end of January 2023. The Company and its advisers continue to work on a prospectus to enable Re-admission to take place, subject to FCA approval, as soon as possible.

Board Update

It was previously announced on 12 April 2021 that Ankur Aggarwal, CEO of Veative, would join the Board of Dev Clever at the completion of the VLPL acquisition. Given the importance of Veative to the Group's international expansion, Mr Aggarwal has agreed to join the Board as joint CEO of the enlarged group with immediate effect, reflecting the Company's increasing focus on India and other international markets going forward.

On 17 May 2022, the Company announced the resignation of David Ivy as Non-Executive Director and its intention to appoint two internationally experienced individuals with relevant global commercial and growth company expertise. These appointments would be to the positions of Non-Executive Chairman and Non-Executive Director, with one of the incoming NEDs, when appointed, becoming Chair of the Audit Committee. The Company has commenced the process of recruitment and will provide further updates once the appointments are confirmed.

Trading Update

Since the re-opening of schools across the Group's global markets and the announcement by Meta (formerly Facebook) to actively prioritise the VR Metaverse, the Company has now seen a significant increase in interest and demand for the Group's immersive VR STEM-based learning content.

Launchmycareer.com is now live across India, both on a standard and premium subscription service. The Company has undertaken a market validation campaign that has resulted in the platform hosting c.120,000 active users with 3,500 users having already upgraded to the premium service. Additionally, the Group has onboarded over 200 career success counsellors and the average user feedback ratings are high at 4.7 out of 5, providing further validation.

Dev Clever has continued to make good progress with the five-year exclusive partnership agreement with NISA, India's largest governing body for budget private educational institutions representing over 70,000 budget private schools. Working in close collaboration with NISA, the Group has now onboarded over 2,000 private schools and created over 1 million student accounts ready to be activated now that the market validation campaign has been completed. The collaboration with NISA has been extremely successful to date and the Board is confident in the partnership's ability to continue the rapid onboarding of NISA schools.

As previously announced on 29 November 2021, revenues for the year ended 31 October 2021 are expected to be circa £7.4m, including £3.6m from the proof of concept phase of the partnership with Aldebaron DMCC. These accounts are expected to be published in August 2022.

The Group has continued to make good financial and operational progress during the current financial year ending 31 October 2022. In the six months ended 30 April 2022, the Company expects to report revenue of c.£3.3 million (H1 2021: £2.4m), representing year-on-year growth of over 38 per cent. The Group continues to benefit from a strong pipeline and is confident of delivering substantial growth in the second half of the current financial year.

Chris Jeffries, CEO of Dev Clever, commented: "Dev Clever continues to execute on its growth strategy and is making good progress in expanding its international footprint. The STEM order book has been growing since the re-opening of schools, Launchmycareer.com is now live across India, and global user numbers are increasing rapidly across the platform. The demand for our products is reflected in our growth and our financial performance.

"We continue to work with our professional advisers to finalise the prospectus and look forward to further updating the market in due course and having our shares re-listed as soon as possible.

"I am pleased to welcome Ankur to our Board and as joint CEO. His experience in India, and the international market in general, is key in driving Dev Clever's growth in those territories. I am particularly pleased that Veative's partners have agreed to exchange much of their cash consideration for equity in the enlarged Company, reflecting their commitment and confidence in our future success."

Ankur Aggarwal's current and previous directorships are set out below:

-ENDS-

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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 Stafford, 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 Educate platforms.

Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platforms, Launchmycareer.com and Launchyourcareer.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.

For further information, please visit www.devcleverholdingsplc.com