Placing, Open Offer and Sentiance update

12 April 2024

All Active Asset Capital Limited

('AAA' or 'the Company')

£1.75m Placing

£1.75m Open Offer to all shareholders

Sentiance update

Introduction

In October 2023 AAA increased its holding in its key portfolio investment Sentiance N.V. ('Sentiance'), the leading provider of AI-based safety and mobility solutions, to over 31% following participation in a fundraising round. 

Since then, Sentiance has continued to make significant ongoing commercial and corporate progress and, as a result, AAA has recently sought to raise new funding to make additional investment into Sentiance. As detailed below, AAA has received firm commitments from new and existing investors to raise £1.75m cash through the placing of 87.5m new AAA shares at 2p per share (the 'Placing').

The Board of AAA believes that further increasing the Company's holding in Sentiance will be of significant benefit to AAA's shareholders. The Company believes that Sentiance and its AI platform technology have the potential to become substantially more valuable in the future.

As detailed below, this fundraising is now being extended to all existing AAA shareholders meaning they can, at a minimum, follow their own pro rata entitlement to acquire new shares in an open offer to raise up to a further £1.75m cash through the issue of up to 87.5m new AAA shares at 2p per share (the 'Open Offer').

Fundraising

Through the Placing, AAA has already received firm commitments to raise £1.75m through the issue of 87.5m new ordinary shares at 2p each, which alongside the matching Open Offer to raise up to £1.75m through the issue of 87.5m new ordinary shares at 2p each, would mean a total fundraising of up to £3.5m (the 'Fundraising').

The proceeds of the Fundraising will be used primarily to acquire additional new, and potentially secondary, equity in Sentiance. This new funding will go towards financing a number of planned corporate and operational developments at Sentiance during 2024. Any balance of funds raised in the Fundraising will be used to finance AAA's ongoing working capital.

Open Offer to all shareholders

Alongside the Placing, the Open Offer allows all eligible shareholders to, at a minimum, follow their own pro rata entitlement to acquire new shares through the issue of up to 87.5m new AAA shares at 2p per share, to raise up to £1.75m cash.

The Open Offer shares are being offered to all eligible shareholders, who may apply for as many shares as they wish. Depending on demand, shareholders may be scaled back so that they receive at least their pro rata share. If shareholders do not take up all of the available shares in the Open Offer, the remaining shares may be offered to other investors on the same terms.

Following the closing of the fundraise announced on 10 July 2023, through which 177,924,906 new shares were issued, but prior to the Fundraising, AAA had 2,057,261,344 shares in issue. Assuming the Open Offer is taken up in full, the 175m shares issued in the Fundraising would represent 7.8% of the enlarged share capital.

The deadline for receipt of applications for shares in the Open Offer is 11am on 29th April 2024. A circular and application form are being posted to eligible shareholders today with details of how to participate in the Open Offer. The circular and application form are also available on www.aaacap.com.

Sentiance

Based in Antwerp, Belgium, Sentiance's core technology is an algorithmic platform which combines telematics with predictive AI technology and behavioural change techniques to create cutting edge safety and mobility solutions. Sentiance's mobile based technology monitors, and scores with great accuracy, the likelihood of a rider or driver being involved in an incident, meaning remedial action can be taken before incidents ever occur.

Sentiance's rivals use hardware-based systems to report the outcome of an incident after it has happened. By contrast, Sentiance builds mobile based software solutions to prevent incidents, saving lives, money, disruption and time. Sentiance's technology means fewer insurance claims, cheaper premiums, improved loss ratios, a reduction in incidents, fewer fatalities, reduced distracted driving and safer roads.

Initially, the technology is being applied to the insurance industry, the 'gig economy' (e.g. Uber and Delivery Hero) and to mobility authorities with responsibility for road safety and transportation. In the longer term, the technology also has potential for applications across other sectors, in particular the healthcare industry. Further details of Sentiance's technology and products are at www.sentiance.com.

Sentiance progress

Sentiance has continued to make strong commercial progress in 2024, winning new clients in new geographies and expanding existing contracts. These contracts have the potential to generate significant recurring revenue in the future. The revolutionary migration from cloud-based solutions to on-device (or 'edge') processing is allowing Sentiance to disrupt markets due to the scalability, affordability and data privacy aspects of edge computing. Edge processing is having a particular impact in US and APAC regions, markets which are expected to drive much of Sentiance's future growth.

In response to the increased demand this rapid growth is bringing, Sentiance requires further investment into its infrastructure in areas such as sales, technology, logistics and finance.

Sentiance recently announced the appointment of Mark Ashton Rigby as an independent Non-executive Director. Mark was until recently the Group Chief Operating Officer and a member of the Group Executive Committee at Barclays PLC.

New website and communications

AAA has a new website and the Company invites shareholders to sign up on the link www.aaacap.com/contact/ to receive updates and news from the Company. The website reflects the Company's intention to increase the regularity of communication with shareholders in the future. AAA has also recently appointed of New North Partners, the Company's new corporate communications advisor, whose details are listed below. 

Future plans

The Company will continue to update shareholders on the progress of the Open Offer, commercial developments at Sentiance, and future plans at AAA, including the issue of audited accounts and the holding of an AGM, throughout this year.

Colin McQuade, AAA Executive Director and Chairman of Sentiance, commented: "Sentiance's predictive AI technology continues to gain major traction with clients. This new fundraise allows AAA to increase its investment in Sentiance at a key stage of its growth. It will provide Sentiance with the firepower to capitalise on the demand for its state of the art technology, in particular on-device processing, that has the potential to disrupt industries, improve cost performance and help save more lives.

We will continue to update shareholders regarding ongoing developments both within the Company and at Sentiance."

For further information:

All Active Asset Capital Limited

James Normand, ChairmanColin McQuade, Executive Director

www.aaacap.com

New North Partners

Graham McWilliam / Robert Fraser

e: graham.mcwilliam@newnorthpartners.com

e: robert.fraser@newnorthpartners.com

Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

t: +44 (0)20 7466 5000

e: aaac@buchanan.uk.com

Important notice

The Fundraising is not open to shareholders in the following restricted jurisdictions: the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the offer (and any other transaction contemplated thereby) would constitute a violation of the relevant laws and/or regulations of that jurisdiction, or where local laws and/or regulations may result in a significant risk of civil, regulatory or criminal exposure, or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous