VCBC.L Regulatory News (VCBC)

For immediate release 30 June 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. 

Vertu Capital Limited

("VCBC" or the "Company")

Intended Acquisition and Suspension of Listing

The Directors of VCBC are pleased to inform shareholders that the Company has signed a conditional term sheet (the "Term Sheet") with Vox Capital Plc, the parent company that wholly owns a mobile marketing agency, Mobio Global and has shareholdings in an influencer marketing automation platform and a mobile app monetisation platform (the "Target"), in relation to the potential acquisition of the Target by VCBC ("Intended Acquisition").

Under the Term Sheet, VCBC has conditionally agreed to acquire the Target for a total consideration of approximately £25,300,000 (subject to adjustment should the number of securities the Target has in issue vary between the date of this announcement and completion) to be satisfied by the issue of 690,526,810 Ordinary Shares in the capital of VCBC at a price of 1.2 pence per Ordinary Share and a Convertible Loan Note for the balance, subject to agreement of such with, amongst others, the FCA. The Term Sheet is non-binding.

A transaction structure has been agreed in outline with the Target and completion of the Intended Acquisition is conditional, inter alia, upon:

· the completion of satisfactory financial, legal and commercial due diligence on the Target as VCBC may determine necessary;

· Final and complete documentation evidencing the Transaction/RTO and other documents as required, in form and substance satisfactory to Target;

· shareholder, director and regulatory approvals, as necessary;

· Obtaining a Rule 9 waiver from the Panel in respect of the acquisition of Target, as required; and

· publication of a prospectus and admission of the enlarged share capital of VCBC to the Standard Segment of the Official List and to trading on the Main Market.

Suspension and Application for Listing

The Intended Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules as the value of the consideration will exceed the Company's market capitalisation and it will result in a fundamental change in the business of VCBC as it will own an operating business.

Accordingly, the Company has requested the suspension of the listing in the Company's ordinary shares on the Standard Segment of the Official List, and trading on the London Stock Exchange's Main Market has been suspended with effect from 7.30 am on the 30 June 2021, pending the publication of a prospectus and the application by the Company as enlarged by the Intended Acquisition to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the London Stock Exchange's Main Market.

Shareholders should be aware that there is a possibility that the Intended Acquisition will not proceed or that the terms may change depending upon the outcome of due diligence. The Company will provide further updates on the Intended Acquisition in due course.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement this information is considered to be in the public domain.

 For more information please visit the Company's website at www.vertucapital.co.uk.

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