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2 February 2023

Immotion Group plc

("Immotion", the "Company" or the "Group")

Proposed disposal of the Location Based Entertainment business, completion of the sale of Uvisan Limited and Notice of General Meeting

Immotion, the UK-based immersive entertainment group, is pleased to announce it has entered into a conditional sale and purchase agreement, for the sale of its Location Based Entertainment business ("LBE") (collectively; Immotion Studios Limited ("ISL"), Immotion VR Limited ("IVL") and C.2K Entertainment Inc. ("C.2K)), to LBE BidCo, Inc. for an enterprise value of $25,211,739 on a cash free/debt free basis (the "Proposed Transaction").

In addition, the Company is pleased to announce that it has completed the disposal of Uvisan Limited ("Uvisan") for cash consideration of £100,000.

Highlights

· Sale of the LBE business agreed, subject to shareholder approval, for an enterprise value of $25,211,739

· Sale of Uvisan for a total cash consideration of £100,000.

· Retention of the Home-Based Entertainment business conducted by Let's Explore Media Limited ("HBE") following encouraging retail and TV shopping demand.

· Intended return of the majority of the LBE sale proceeds to Shareholders (up to circa £13.5m, equating to approximately 3p per share), retaining circa £6.5m within the Company for future opportunities.

· Intention to build on the Board's expertise using HBE as an initial platform to create a high growth trading group through strategic acquisitions.

· Proposed change of name to Let's Explore Group plc.

· Following the completion of the disposals, Rod Findley will remain with the LBE business and step down as a director of the Company.

Further details of the Proposed Transaction are set out below.

Whilst the Board believes that considerable growth opportunities are available to the LBE business, it is of the view that as a result of the current and continuing challenges presented by the macroeconomic environment, not least the cost-of-living crisis and inflationary pressures in the US and UK, the trading environment could become much more challenging. In addition, to accelerate growth of the LBE business further capital may be required. The Board is doubtful that debt finance could be secured on acceptable terms and it is unwilling to seek to raise further equity capital at the Company's current valuation. Accordingly, and in order to minimise risk for Shareholders and provide a significant liquidity event in highly uncertain markets, the Board has decided to pursue the Proposed Transaction. 

Following completion of the Proposed Transaction, the Board intends to return the majority of the cash to Immotion Shareholders, retaining circa £6.5m within the Group, most of which is intended to be used to fund acquisitions. The Group will retain the Home Based Entertainment ("HBE") business, which it intends to grow, whilst creating a dynamic trading group through strategic acquisitions.

The Immotion Board will seek businesses which have proven products and associated demand but lack capital to grow. The Board believes that its experience in business acquisition and development in general and its expertise in digital and media marketing, as well as the Company's ability to provide cash investment for growth should leave the Company well positioned to pursue new opportunities. The Company has already identified one possible target company which it intends to further explore following completion of the Proposed Transaction. 

The Board believes that the HBE business has clear potential and since the Interim Results, HBE has developed, and honed its business model to have a greater B2B focus. Over the last six months it has undertaken a number of successful initiatives via its distribution partner, Wicked Vision. These include a number of trials with QVC, a major global shopping channel where circa £1m of the Vodiac product, at retail value, were sold in a small number of on-air TV demonstrations. It has also launched Let's Explore Oceans and Vodiac into the retail sector, securing a number of trial retailer partners, including Amazon, Selfridges, Hamleys, Dixons, FAO Schwarz, and Fraser Group, to name but a few.

The Company will today post a Circular to Shareholders regarding the Proposed Transaction, which sets out a Notice of General Meeting, and a Form of Proxy for the proposed resolutions. These documents will also be available on the Company's website.

Commenting, Martin Higginson, CEO of Immotion, said:

"As I'm sure shareholders will understand this transaction has taken time to conclude, and as a consequence we have been unable to update the market for a number of weeks. Given the current economic climate we believe this is a good deal for all shareholders, allowing us to not only return cash per share in excess of today's share price, but to go forward with renewed energy, and cash in the plc vehicle. Furthermore, with access to capital, this proposed sale will allow the business we started, along with team we created, to grow faster. The journey has had a few bumps along the way, not least the Covid Pandemic.

"The hardest part of starting any business is the journey through to profitability. We have, despite the challenges, achieved this, and now hand over a profitable business for the next stage in its journey. With access to capital, this proposed sale, will allow the business we started, along with team we created, to grow faster. It has been my pleasure to have worked with such a talented team, and I wish them and the new owners well."

"I am genuinely excited about the next stage in the Company's journey, we have, I believe, got the opportunity to build a highly dynamic trading business, and with a few opportunities already on the horizon, I am looking forward to what the future holds."

Enquiries:

For further information please visit www.immotion.co.uk, or contact:

Background to the Transaction

Immotion was formed in 2017 by Martin Higginson and David Marks for the purpose of delivering immersive entertainment via virtual reality technology and related content and was listed on the AIM market on 12 July 2018. 

The Company is formed of three divisions: Location Based Entertainment, Home Based Entertainment and Uvisan with the latter two divisions being formed at or around the time of the COVID-19 pandemic, when the LBE business was heavily impacted by COVID-19 restrictions. Having stated its intention to dispose of Uvisan and seek investment for HBE, the Group's continuing operations for 2022 solely comprise the LBE business.

Whilst the Group has grown strongly since IPO, it was, like many businesses in the leisure sector, negatively impacted by the COVID-19 pandemic, and its growth and finances impacted severely. Despite the LBE business growing strongly this has not been reflected in the Company's share price.

LBE

The LBE business ended the year to 31 December 2022 slightly ahead of the Board's expectations of 500 installed headsets at 512.

The first three zoo installations featuring the new 'Gorilla Trek' offering were installed in Q3, with Dallas Zoo taking the first new modular solution in the final quarter. 

The Company has also signed a new 3-year framework agreement (running through to 31 December 2025) with Merlin, covering the 26 Merlin sites at which the LBE business has already installed or agreed to install a Virtual Reality (VR) attraction.

On the basis that LBE had remained the sole continuing operation (excluding the performance of HBE and Uvisan), the Group would have expected (subject to audit) to report revenue of circa £10.3m and EBITDA of circa £1.4m (net of central costs) for the year to 31 December 2022.

Whilst the Board believes that considerable growth opportunities are available to the LBE business, it is of the view that as a result of the current and continuing challenges presented by the macroeconomic environment, not least the cost-of-living crisis and inflationary pressures in the USA and UK, the trading environment could become far more challenging. In addition, to accelerate growth of the LBE business further capital may be required. The Board is doubtful that debt finance could be secured on acceptable terms and it is unwilling to seek to raise further equity capital at the Company's current valuation. Accordingly, and in order to minimise risk for Shareholders and provide a significant liquidity event in highly uncertain markets, the Board has decided to pursue the Disposals.

The Disposals value the LBE business at $25,211,739 (approximately £20.5m) on an enterprise value basis, ignoring any value attributed to the HBE business, or approximately 4.9p per existing Ordinary Share in the Company. 

HBE and Uvisan 

In the Company's full year results to 31 December 2021, the Group informed Shareholders that it intended to spin out the HBE and Uvisan businesses. Accordingly, and for the purposes of the Interim Results, Uvisan and HBE were treated as discontinued operations.

At the time of the Interim Results, the Board updated Shareholders that an in principle agreement (subject to contract) had been reached to sell Uvisan for an estimated cash consideration of £100k and that an in principle agreement had been reached for a £250k injection of capital into the HBE business by a third party in return for 51% ownership of that business). 

Following the publication of the Interim Results, the negotiation concerning the Disposals has presented an opportunity for the Company to realise meaningful cash proceeds, enabling the Board to review its strategic options, particularly in respect of HBE. Based on the levels of product sales, the Board has always considered that HBE has significant potential and, since the Interim Results, HBE has developed and honed its business model further to have a greater B2B focus, undertaking a number of successful trials via its distribution partner, Wicked Vision, with QVC, a major global shopping channel. It has also seen success in getting its products, namely Let's Explore Oceans and Vodiac stocked by a number of premium retailers, including Amazon, Selfridges, Hamleys, Dixons and Fraser Group.

HBE has two key products. "Let's Explore Oceans" is an educational VR pack that includes a smartphone-powered VR headset, holographic cube, and hardback book. Users have access to a number of oceanographic VR experiences as well as a selection of augmented reality experiences through the holographic cube.

The second product, Vodiac, is an affordable smartphone-powered VR headset and companion app which provides the user with 75 different virtual reality experiences to try across seven channels: Adrenaline, Explore, Wonders, Documentaries, Family, Relaxation and Thrills.

HBE's simplified business model has allowed it to reduce direct overheads and the board believes that the focus on B2B sales lowers the risk profile of the business and gives confidence in making the necessary stock investment to grow the business.

In the period following the Interim Results, QVC undertook a small trial in the UK selling some 3,000 Vodiac units in a single demonstration. The success of this led to a test in the USA, where 4,000 units were sold in a matter of hours, plus a 'Today's Special Value' promotion on QVC UK, where 23,000 units, some £800k of sales, were sold in a 24 hour period. Sales of the Let's Explore Oceans packs have been buoyant through both Amazon, and direct to consumers with this line selling out in Q4 2022.

Talks with our distribution partner are already underway about significantly larger orders for 2023 and beyond. Accordingly, the Board is of the view that following Completion and with the necessary financial resources to invest in the business, HBE has significant opportunities available to it and as such, conditional upon Completion, it is in the best interests of Shareholders as a whole to retain the HBE in its entirety. 

It has therefore been decided, in consultation with the investor (a company in which Martin Higginson, and his family have a minority ownership interest), to alter the terms of the above mentioned investment of capital to become a loan. The loan capital has allowed the HBE business to purchase the Vodiac stock sold in Q4 2022, in the process confirming to management that the HBE business is worth retaining. 

Related Party Transaction

Uvisan, which is considered de minimis and does not fit with the company's future objectives, has now been sold for consideration of £100,000 to a group of investors (including Uvisan management) that includes family members of David Marks. The participation in this transaction by David Marks' family is considered to result in a related party transaction under AIM Rule 13 of the AIM Rules for Companies due to David Marks being a director of the Company. The Directors of the Company independent of Mr Marks consider, having consulted with Cenkos Securities PLC, the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

Use of proceeds

Following Completion, the Group expects to have approximately £20m of cash net of transaction-related fees and inclusive of the Loan Notes which are payable on the 12-month anniversary of Completion (subject to exchange rate fluctuations, completion and other contractual adjustments).

Subject to the above and following consultation with certain of its significant Shareholders, it is the Directors' intention to return circa £13.5m of the net proceeds of the Disposals to Shareholders (equating to approximately 3p per share), subject to definitive legal and tax advice being sought, with the Board intending to retain approximately £6.5m of cash within the Company. Shareholders already consulted by the Board, are supportive of the Company retaining a proportion of the funds raised from the Proposed Transaction to invest in other opportunities.

The Board believes that there are considerable opportunities to use its skills to not only grow the HBE business, but to create a high growth trading group through strategic acquisitions. It believes the current landscape is 'capital constrained' and that there are established trading businesses that have proven their business model, but lack growth capital. The management's depth of knowledge both in terms of digital and media marketing, along with financial investment and restructuring, and the ability to perform at speed, makes it well placed to deliver opportunities to deliver enhanced shareholder value. One such acquisition has already been identified which the Board will, once the Proposed Transaction is complete, consider proceeding with.

As soon as practicable post Completion, a further circular will be sent to Shareholders setting out the procedure and mechanism for returning the majority of the cash proceeds to Shareholders and requesting the necessary Shareholder authorities.

Summary of the SPA

The Company entered into a conditional sale and purchase agreement with the Buyer on 1 February 2023.

Pursuant to the SPA, the Company is proposing to sell the entirety of the common stock of C.2K and the entire issued share capital of ISL and LEG is proposing to sell the entire issued share capital of IVL, to the Buyer. The enterprise value payable for the Disposals is $25,211,739, subject to customary final adjustments, to be satisfied by the payment of $23,961,739 in cash and the issue of the Loan Notes to the Company in respect of the common stock and shares of C.2K and ISL, respectively and $1,250,000 paid to LEG in respect of shares of IVL (subject to any final working capital, cash and indebtedness adjustments). Of the $23,961,739 cash to be received on Completion (subject to any final working capital, cash and indebtedness adjustments), $5.5m is being paid to the Company to repay the C.2K Inter-Company Balance. It is the Board's view is that any final working capital, cash and indebtedness adjustments will not be material in the context of the Proposed transaction as a whole.

The principal terms of the SPA are as follows:

1. Conditions - Completion of the SPA is conditional, inter alia, upon certain conditions ("Conditions"): (a) the passing of Resolutions 1 and 2, at the General Meeting; (b) the Restructuring having completed; (c) the title and capacity warranties having not been breached and there being no material breach of the general and tax warranties; (d) the Company and LEG having complied with various ordinary course business undertakings during the period between exchange and completion in respect of the LBE Companies (as further described in 4 below); (e) there being no changes in law or any litigation that would prevent the Disposals; and (f) there being no event of material adverse effect.

2. Completion of the SPA - Completion must occur by the Long Stop Date for the fulfilment of the Conditions or such other time as may be agreed between the Company and the Buyer.

3. Automatic termination of SPA - The SPA automatically terminates if any of the Conditions have not been satisfied or waived by the Long Stop Date.

4. Termination by the Buyer - The Buyer may terminate the SPA at any time prior to Completion if: (a) there is a material breach of the SPA including the warranties; and (b) there has been a material adverse effect.

5. Termination by the Sellers - The Sellers have the right to terminate the SPA in the event that the Completion Payment is not paid by the Buyer at Completion.

6. Buyer fees - The Company has agreed to pay the Buyer $200,000 (excluding any UK VAT that may be chargeable) in respect of its incurred professional fees and expenses in certain circumstances including a breach by the Company of any provisions of the SPA and if any of the Conditions in the SPA (including Shareholders not approving the resolutions required to effect the Disposals) have not been satisfied or waived by the Buyer by the Long Stop Date above (unless extended with the agreement between the Company and the Buyer).

7. Sellers fees - The Buyer has agreed to pay the Sellers $200,000 (excluding any UK VAT that may be chargeable) in respect of its incurred professional fees and expenses if all the Conditions are satisfied and the Buyer does not pay the Estimated Completion Payment to the Sellers.

8. Pre-Completion undertakings - The SPA contains pre-Completion undertakings relating to conducting the LBE business in the ordinary course during the period between exchange and Completion including that prior to Completion the Sellers shall procure that the LBE Companies shall not: (a) acquire or dispose of any material assets; (b) change their share capital; (c) amend their constitutional documents (d) enter into any indebtedness or grant any security interests; (e) declare any dividends or distributions; (f) incur any material capital expenditure; (g) commence any material litigation or dispute and (h) engage or dismiss any key employees.

9. Consideration - The consideration for the Disposals (the "Consideration") is $23,961,739 in cash and the issue of the Loan Notes to the Company in respect of the common stock and shares of C.2K and ISL, respectively and $1,250,000 paid to LEG in respect of shares of IVL. Of the $23,916,739 cash to be received on Completion (subject to any estimated working capital, estimated cash and estimated indebtedness adjustments) $5.5m is being paid to C.2K to repay the C.2K Inter-Company Balance.

10. Consideration Adjustment - The Consideration payable for the sale of C.2K, ISL and IVL is subject to adjustment based on a debt free/cash free calculation and normalised working capital which will be based on a completion statement (the "Completion Statement") produced and agreed after Completion between the Company and the Buyer or determined by an independent third party accountant in the event that the Company and the Buyer are unable to agree the final Completion Statement. Following the calculation of the final working capital, the final cash and final indebtedness in the Completion Statement as described in 9, 10 and 11 below, if: (a) the final consideration is more than the aggregate sum of the amount of cash paid on Completion and the Loan Notes, the Company will be entitled to an additional payment equal to such excess; and (b) the final consideration is less than the aggregate of the sum of the amount of cash paid on Completion and the Loan Notes, the Company will have to pay to the Buyer an amount equal to the shortfall.

11. Working capital adjustment - The Consideration is subject to potential adjustment based on an estimated amount of working capital at Completion. Following agreement or determination of the Completion Statement, in the event that: (a) the final working capital is greater than the estimated working capital, the amount of the Consideration due to the Company will be increased; and (b) the final working capital is less than the estimated working capital, the amount of the Consideration due to the Company will be reduced. 

12. Cash adjustment - The cash is subject to an adjustment based on an estimated amount of cash at Completion. Following agreement or determination of the Completion Statement, in the event that: (a) the final agreed cash is greater than the estimated cash, the amount of the Consideration due to the Company will be increased; and (b) the final agreed cash is less than the estimated cash, the amount of the Consideration due to the Company will be reduced.

13. Indebtedness adjustment - The indebtedness is subject to adjustment based on an estimated amount of indebtedness at Completion. Following agreement or determination of the Completion Statement, in the event that: (a) the final indebtedness is greater than the estimated indebtedness, the amount of the Consideration will be reduced; and (b) the final indebtedness is less than the estimated indebtedness, the amount of the Consideration will be increased.

14. Loan Notes repayment - The Loan Notes are due for repayment on the 12-month anniversary of Completion.

15. Loan Note coupon - The Loan Notes attract an annual coupon of 6%.

16. Guarantee - The LBE Companies will, by a separate deed, guarantee the payment of the Loan Notes in the event of default by the Buyer.

17. Warranties and Indemnities - Subject to the limitations in paragraph 21 below, the SPA contains standard warranties and limited indemnities typical for a transaction of this nature.

18. Set-off - The Buyer has the ability to set-off claims made under the SPA primarily against the Loan Note but if the claims do not relate to the warranty, tax, or indemnity claims then the claims may be made against the Company and/or LEG, if they are above the value of the Loan Note.

19. Tax Covenant - The SPA contains a tax covenant in a usual form for transactions of this nature.

20. Limitations - The liability of the Sellers under the SPA for warranty claims (including tax warranty claims), tax covenant claims and indemnity claims is limited to $1.25m in aggregate. The time period during which a claim must be made is within 12 months of Completion. All other claims made under the SPA are limited to the consideration actually received for the Disposals by the Company and LEG.

21. Post-Completion restrictions - For a period of 3 years after Completion, the Sellers cannot:

a. be concerned or interested in a business which competes with the LBE Companies;

b. do anything to harm the goodwill of any of the LBE Companies which may lead to a customer to stop dealing with any LBE Company;

c. in competition with the LBE Companies, obtain orders from a customer of the LBE Companies;

d. seek to disrupt or interfere with the supplies to any of the LBE Companies from a supplier to them who was so in the period of 12 months prior to Completion;

e. use the Immotion name or any other intellectual property transferred to the Buyer other than certain VR experiences which will be licensed to HBE for use in the Let's Explore Oceans and Vodiac products; and

f. solicit senior employees with a view to them being employed by a third party or to terminate their employment with any of the LBE Companies;.

subject to certain agreed carve outs.

22. Transitional services agreement - At Completion the Company and the LBE Companies will enter into a transitional services agreement whereby the Company will provide certain services to the Buyer and the LBE Companies for a period of 9 months after Completion including: (a) accounting and finance support; and (b) transition and handover support.

Information on the Buyer

LBE BidCo, Inc. was incorporated by William Luby and James Collis for the purposes of making the acquisition. Ed Wise, former CEO of Omnicom Health Group, is also a part of the Investor group.

Mr. Luby and Mr. Collis have worked together for over 30 years in the private equity business with experience completing in excess of 100 acquisitions between them with a focus on the lower middle-market space. They have significant experience in investing in, and working with, companies in the media, entertainment and events sectors.

AIM Rule 15

In accordance with AIM Rule 15, the Disposals constitute a fundamental change of business of the Company. Accordingly, Shareholders are asked to vote in favour of the Disposals in Resolution 1. On Completion, the Company will consist of the trading business, activities and assets of the HBE business together with the cash proceeds from the Disposals.

Proposed Board Changes

It is intended that Rodney Findley will remain with the LBE business and therefore conditional on Completion, he will resign as director of the Company. The Board further intends that Dan Wortley, current Group Head of Finance will join the Board at the same time, subject to the necessary NOMAD due diligence process. David Marks will take on the role of Group Development Director which will allow Martin and David to focus on developing the HBE business and pursuing new growth opportunities for the Group.

Change of Name 

As part of the Disposals, it has been agreed that the Immotion name be retained by the LBE business. Accordingly, the Board of Directors proposes to change the Group's name from Immotion Group PLC to Let's Explore Group PLC.

A special resolution will therefore be proposed at the General Meeting to approve the change of name of the Company to Let's Explore Group PLC conditional on Completion. The name will be changed as soon as possible after Completion once the relevant paperwork has been processed by Companies House.

If the Resolution 2 is passed at the General Meeting, the Company's website and AIM ticker will be updated accordingly. The Company will update the market in due course of the new details.

Current Trading and Outlook 

Whilst the Company has seen solid growth in the LBE business, the Directors believe that the Proposed Transaction demonstrates that its value is not reflected in the current share price, and they believe that the market is undervaluing the value of this business. 

Whilst the Company is performing in-line with expectations, the Board believes that the Disposals represent a good price for the business in its current form and against the current market backdrop environment and enables the Board to provide Shareholders with a return of capital per share that is in excess of the current share price, as well as the opportunity to participate in further growth opportunities. 

Meanwhile, as noted above, the HBE business has enjoyed success with both its "Let's Explore Oceans" and Vodiac products. As set out above, both products sold out in Q4 2022. Notwithstanding the current good trading the HBE business is experiencing, the revenue for the year ended 31 December 2022 are expected to be below the revenue for the year to 31 December 2021, this is as a direct result of the board not investing in further stock throughout 2022. As stated in previous announcements the decision was taken in early 2022 to utilise cash for the expansion of the core LBE business. The introduction of the £250,000 loan allowed the Company to purchase limited stock and successfully explore new B2B opportunities. This has given the Board confidence, following the sale of the LBE business, to further invest in this business.

The Board believes that given the current economic headwinds, there is, through strategic acquisitions along with growth in the HBE, an opportunity to deliver significant shareholder value. With the cash at its disposal, the Company believes it can deliver solid growth and an enhanced shareholder position.

Irrevocable undertakings

The Company has received a number of irrevocable undertakings, representing 130,673,719 shares, or 31.4% of the issued share capital to vote in favour of the resolutions.

General Meeting 

For the reasons explained in this announcement, the Completion is conditional upon, inter alia, the approval by the Shareholders of Resolutions 1 and 2 to be proposed at the General Meeting of the Company. 

A notice convening the General Meeting to be held at 10.00 a.m. on 21 February 2023 is set out at Part 2 of the Circular, at which the following Resolutions will be proposed: 

Resolution 1 - this is an ordinary resolution that the Proposal Sales on the terms of the SPA be approved. If it is not passed, Completion under the SPA will not occur.

Resolution 2 - this is a special resolution which changes the current name of the Company to avoid confusion with ISL and IVL, as required under the terms of the SPA. If it is not passed, Completion under the SPA will not occur.

Copies of documents 

A copy of the Circular and the Form of Proxy are and will be available free of charge for inspection on Immotion's website at www.immotion.co.uk. 

Recommendation 

The Board considers the Proposed Transaction to be in the best interests of the Company and its Shareholders as a whole. 

Accordingly, the Board recommends that you vote in favour of the Resolutions, as those Directors who hold Shares intend to do in respect of their own beneficial Shareholdings. 

Forward-Looking Statements

This announcement contains statements about Immotion Group plc that are or may be deemed to be ''forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Immotion Group plc.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors (including, without limitation, the form, and timing, of the global recovery following the COVID-19 pandemic) which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Code, the Prospectus Rules and/or the FSMA), Immotion Group plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Immotion Group plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Immotion Group plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise: