Dev Clever Holdings plc€¦ · this document is important and requires your immediate attention....

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (FSMA) who specialises in advising on the acquisition of shares and other securities. This document comprises a prospectus relating to Dev Clever Holdings plc (Company), prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (FCA) made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the FCA for all of the ordinary shares of £0.01 each in the Company (issued and to be issued pursuant to the Placing and the Subscription) to be admitted to the Official List of the United Kingdom Listing Authority by way of a standard listing under Chapter 14 of the Listing Rules and to the London Stock Exchange Plc (London Stock Exchange) for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (Admission). It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 21 January 2019 (or such later date as may be agreed by the Company and Cornhill being not later than 8.00 a.m. on 28 February 2019).

The Company and each of the Directors and Proposed Directors, whose names appear on page 39 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors and Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that information has been sourced from a third party, this information has been accurately reproduced and, as far as the Directors and Proposed Directors are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as set out in this document.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISK AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED “RISK FACTORS” ON PAGES 19 TO 28 OF THIS DOCUMENT. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED. ACCORDINGLY, AN INVESTMENT IN THE ORDINARY SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS AND WHO ARE ABLE TO BEAR THE LOSS OF THE WHOLE OR PART OF THEIR INVESTMENT.

__________________________________________________________________________________________

Dev Clever Holdings plc

(incorporated in England and Wales under the company number 11589976)

Conditional Placing of 59,000,000 Ordinary Shares at a price of £0.01 per Ordinary Share, Conditional Subscription up to 10,000,000 Ordinary Shares at a price of £0.01 per Ordinary Share,

conversion of loan into 22,000,000 Ordinary Shares at a price of £0.01 per Ordinary Share and admission to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and

to trading on the London Stock Exchange’s main market for listed securities

Broker

Cornhill Capital

_________________________________________________________________________________________

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Pello Capital Limited, trading as Cornhill Capital (Cornhill) is authorised and regulated in the United Kingdom by the FCA and is acting as broker for the Company and for no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cornhill or for affording advice in relation to the contents of this document or any matters referred to herein. Cornhill is not responsible for the contents of this document. This does not exclude any responsibilities which Cornhill may have under FSMA or the regulatory regime established thereunder.

This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, ordinary shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the company.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, and this document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to as for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

APPLICATION WILL BE MADE FOR THE ORDINARY SHARES, ISSUED AND TO BE ISSUED PURSUANT TO THE PLACING AND THE SUBSCRIPTION, TO BE ADMITTED TO A STANDARD LISTING ON THE OFFICIAL LIST. A STANDARD LISTING WILL AFFORD INVESTORS IN THE COMPANY A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH A PREMIUM LISTING ON THE OFFICIAL LIST, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE LISTING RULES. IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY’S COMPLIANCE WITH ANY OF THE LISTING RULES WHICH THE COMPANY HAS INDICATED THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY.

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CONTENTS SUMMARY ...................................................................................................................................... 4 RISK FACTORS ........................................................................................................................... 19 CONSEQUENCES OF A STANDARD LISTING .......................................................................... 29 IMPORTANT INFORMATION, PRESENTATION OF FINANCIAL AND OTHER INFORMATION AND NOTICES TO INVESTORS .................................................................................................. 31 EXPECTED TIMETABLE OF PRINCIPAL EVENTS .................................................................... 37 PLACING AND SUBSCRIPTION STATISTICS ............................................................................ 38 DIRECTORS, AGENTS AND ADVISERS .................................................................................... 39

PART I INFORMATION ON THE COMPANY AND ITS BUSINESS ......................................................... 40

PART II DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE ........................... 53

PART III THE PLACING, THE CONVERSION AND THE SUBSCRIPTION ............................................... 59

PART IV SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES .. 60

PART V TAXATION .................................................................................................................................... 68

PART VI (A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE COMPANY .................................................................................................................................... 70

PART VI (B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY (DEV CLEVER HOLDINGS PLC) 72

PART VI (C) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE SUBSIDIARY ................................................................................................................................ 78

PART VI (D) HISTORICAL FINANCIAL INFORMATION OF DEVCLEVER LIMITED (the “SUBSIDIARY”) ..... 80

PART VI (E) UNAUDITED PRO FORMA CONSOLIDATED NET ASSET STATEMENT FOR THE GROUP 104

PART VI (F) REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS ..................... 110

PART VII ADDITIONAL INFORMATION .................................................................................................... 112

PART VIII DEFINITIONS ............................................................................................................................. 137

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SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Section A - Introduction and warnings

Element Disclosure requirement

Disclosure

A.1 Introduction and warnings

THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THE PROSPECTUS. ANY DECISION TO INVEST IN THE SECURITIES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR. Where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated.

Civil liability attaches to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Subsequent resale of securities or final placement of securities through financial intermediaries

Not applicable as there are no financial intermediaries.

Section B - Issuer


Disclosure

B.1 Legal and commercial name

The legal and commercial name of the Company is Dev Clever Holdings plc.

B.2 Domicile, legal form, legislation and country of incorporation

The Company is a newly-established company incorporated under the laws of England and Wales under CA 2006. The Company was incorporated on 26 September 2018 as a private limited company with the name Dev Clever Holdings Limited and re-registered as a public limited company on 15 October 2018. The Company’s registered number is 11589976 and its registered office is at Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL.

The Company is domiciled in the United Kingdom and is subject to the City Code.

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B.3 Current operations /principal activities and markets

The Company commenced operations on 26 September 2018, being the date of its incorporation. On 2 October 2018, the Company acquired its wholly owned subsidiary, DevClever Limited (Subsidiary), which had commenced trading in April 2013. On 14 December 2018, the Company raised a gross amount of £335,000 by way of issue and allotment of 33,500,000 Ordinary Shares to certain investors.

The Directors of the Company intend to use some or all of the funds that have been raised in the Placing and the Subscription, principally, to continue the development and expansion of the Group’s business that commenced with receipt of the Syminex Facility and the Pre-IPO Fundraise. The Company’s objective is to develop, market and sell computer software applications to corporate clients.

B.4a Significant recent trends of the issuer and its industry

The Company has identified the following key trends that affect its business:

• Consumers increasingly seek to save, which is boosting the use of coupons and, in particular, the use of digital coupons. The Group’s Engage products, focused on gamification of customer loyalty are a direct response to this market trend.

• There is a significant growth in virtual reality and augmented reality sectors, with virtual reality representing the UK’s fastest growing entertainment and media sector, growing at an annual rate of 34%.

• In December 2017, the UK Department for Education announced a new strategy aiming to address the identified skills gap by focusing on quality careers guidance. The Group sees this trend as a market opportunity for its Educate products.

In response to the opportunity, the Subsidiary has sought to commoditise its product portfolio to transform its business from a bespoke developer to a supplier of standard software solutions under a SaaS model. This has involved significant internal investment in developing the Group’s existing solutions to fit the new model, which resulted in the Subsidiary making a loss in the six months period ended on 30 April 2018. This trend has continued in the second half of the financial year and is expected to remain in place until the launch of the new product portfolio, which in turn is expected to start in the first quarter of 2019.

B.5 Group structure

The Subsidiary is incorporated in England and Wales and is wholly owned by the Company. The Subsidiary is the only subsidiary of the Company.

B.6 Notifiable interests, different voting rights and controlling interests

The interests of the Directors and Proposed Directors together represent approximately 88.18% of the issued and outstanding share capital of the Company as at 14 January 2019 (being the latest practicable date prior to the publication of this document) and are expected to represent up to approximately 68.69% of the issued share capital of the Company on Admission.

As at 14 January 2019, there were no outstanding loans granted (or any guarantee provided) by any member of the Group to any Director, Proposed Director or Senior Management, nor by any of such persons to (or for the benefit of) any member of the Group, other than personal guarantees provided by the Directors and by Katie Jeffries in relation to certain loans taken out by the Subsidiary.

Except for the interests of those persons set out in this paragraph, the Directors and Proposed Directors are not aware, at the date of this document, of any interest which immediately following Admission would amount to 3% or more of the Company’s issued share capital:

Name Ordinary Shares as at

the date of this document

Percentage of Existing

Ordinary Shares

Ordinary Shares on

Admission

Percentage of Enlarged Share

Capital

Christopher Jeffries

250,000,000 88.18% 250,000,000 Between 66.76% and 68.59%

No major holder of Ordinary Shares has voting rights different from other holders of Ordinary Shares. Christopher Jeffries exercises control over the Company by virtue of his shareholding. To the best of the Directors’ and the Proposed Directors’ knowledge, other than Christopher Jeffries, no-one, directly or indirectly, acting

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jointly, exercise or could exercise control over the Company.

B.7 Historical key financial information of the issuer

The Company The tables below set out summary financial information of the Company for the period from incorporation to 2 October 2018. The Company commenced business on 26 September 2018. It did not conduct any trade nor incur any cash movements during the period from incorporation to 2 October 2018.

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The Subsidiary The tables below set out summary financial information of the Subsidiary for the financial years ending on 31 October 2015, 31 October 2016 and 31 October 2017 and summary interim financial information of the Subsidiary for the half-year period ending on 30 April 2018. The Subsidiary commenced business in April 2013.

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There has been no significant change in the financial condition or operating results of the Company since 2 October 2018, being the date as at which the audited financial information relating to the Company has been prepared, or during the period covered by such financial information, except for:

• the Pre-IPO Fundraise

• the Placing;

• the Subscription; and

• the Conversion.

There has been no significant change in the financial condition or operating results of the Subsidiary during the period covered by its financial information, except for:

• the transition of the business model from a bespoke developer to a supplier of standard software solutions under a SaaS model and the resulting trading losses. The business committed a large percentage of its internal development resource into developing systems that would enable it to offer rapid deployment of its gamification solutions and self-service for its educational solutions. This restricted the business’ capacity to undertake external development work and resulted in a decline in revenues in the six months’ period ending on 30 April 2018;

• in October 2017, the Subsidiary entered into an unsecured £50,000 crowdfunded loan agreement with Funding Circle Limited to support the Subsidiary’s move to larger premises; and

• on 9 April 2018, the Subsidiary entered into a £162,142 unsecured loan with Crowd2Fund Limited to fund the development of its proprietary software.

There has been no significant change in the financial condition or operating results of the Subsidiary since 30 April 2018, being the last date of the period covered by its historical financial information, except for:

• the Group has committed further resources to commoditising its product portfolio and to establishing key strategic relationships and direct

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integrations with providers of EPOS and consumer coupon and voucher solutions to major customers in the retail, hospitality, food & beverage, leisure and travel sectors. The Directors and the Proposed Directors believe that continued inward investment into the new product portfolio, the associated marketing and promotional activity and the costs of the Placing, Subscription and Admission will result in an increased loss in the second half of the financial year ended on 31 October 2018;

• on 10 August 2018, the Subsidiary entered into a £210,000 secured convertible facility with Syminex, which was fully drawn; and

• the expenses of the Company incurred in relation to the Placing, the Subscription and Admission amounting to approximately £217,900 which are expected to be borne by the Subsidiary.

B.8 Key pro forma financial information

Unaudited pro forma statement of net assets of the Group at 2 October 2018 Group

Consolidated at 2 October 2018

Syminex Facility Pre-IPO Shares net of costs

Issue of Placing Shares Net of costs

Unaudited pro forma net assets on

admission

(Note 1) (Note 2) (Note 3) (Note 4)

£ £ £ Assets Non-current assets

Tangible fixed assets

23,646

- - - 23,646

Intangible fixed assets

2,310,889

- - - 2,310,889

Deferred tax asset

66,969 - -

- 66,969

Non-current assets

2,401,504 - - - 2,401,504

Current assets

Trade and other receivables

130,142 - - - 130,142

Cash and cash equivalents

210,461 210,000 335,000 372,100 1,127,561

Current assets 340,603 210,000 335,000 372,100 1,257,703

Total assets 2,742,107 210,000 335,000 372,100 3,659,207

Liabilities

Non-current liabilities

Loans and borrowings

159,075 - - - 159,075


159,075 - - - 159,075

Current liabilities

Trade and other payables

43,630 - - - 43,630

Loans and borrowings

39,402 220,000 - (220,000) 39,402

Current liabilities 83,032 220,000 - (220,000) 83,032

Total liabilities 242,107 220,000 - (220,000) 242,107

Total assets less total liabilities

2,500,000 (10,000) 335,000 592,100 3,417,100

This has been prepared for illustrative purposes only. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position.

Notes to the unaudited Pro Forma Statement of Net Assets The pro forma statement of net assets has been prepared on the following basis:

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The consolidation adjustment relates to the acquisition of the Subsidiary by the Company. A pro forma adjustment has been made to reflect the initial accounting for that acquisition, being the elimination of the investment in the Subsidiary of £2,500,000 and recognition of goodwill of £2,247,514. The acquisition took place on 2 October 2018, however as the latest financial information for the Subsidiary is from 30 April 2018, the pro forma statement shows the acquisition as if it took place on 30 April 2018. The Company will need to determine the fair value of the net assets acquired pursuant to the acquisition within 12 months of the acquisition date in accordance with IFRS 3. This process, known as a purchase price allocation exercise may result in reduction of goodwill, which may be material. The purchase price allocation process will require a valuation of identifiable intangible assets acquired.

2. Syminex Facility On 10 August 2018, the Subsidiary entered into a £210,000 secured convertible facility with Syminex, included in Cash and cash equivalents. Included within Loans and borrowings is the principal amount due of £210,000, plus interest payable of £10,000. Syminex has elected to convert the loan facility, plus interest of £10,000, into Ordinary Shares on Admission.

3. Pre-IPO Shares net of costs An adjustment has been made to reflect the cash proceeds of an issue of Pre-IPO shares of 33,500,000 Ordinary Shares of the Company at an issue price of £0.01 per Ordinary Share. Proceeds were received on 14 December 2018.

4. Issue of Placing Shares net of costs An adjustment has been made to reflect the proceeds of a placing of 59,000,000 Ordinary Shares of the Company at an issue price of £0.01 per Ordinary Share, net of an adjustment to reflect the payment in cash of admission costs estimated at approximately £217,900.

On the placing date, the £210,000 Syminex facility and £10,000 interest will be converted to 22,000,000 Ordinary Shares at an issue price of £0.01 per Ordinary Share.

5. Trading No adjustments have been made to reflect trading or other transactions of the Group, other than those described above, since the dates referred to in the statement.

6. Subsequent events

There are no further subsequent events for disclosure save for those presented above.

7. Statement of net assets The pro forma statement of net assets does not constitute financial statements.

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Unaudited Pro forma Statement of Comprehensive Income

Notes to the unaudited Pro forma Statement of Comprehensive Income The pro forma statement of comprehensive income has been prepared on the following basis:

The Company purchased 100% of the Subsidiary on 2 October 2018, forming the Group. As the Company is newly formed, there is no obligation to produce Statutory consolidated accounts as yet and as such, the latest financial information available for the Group is the Historical Financial Information disclosed in this document. Thus, the figures from the income statement have been based on the latest Income statement available for each entity, being the period ended 2 October 2018 (Company) and the period ended 30 April 2018 (Subsidiary).

2. Syminex facility

The finance costs relate to the interest of £10,000 payable on the Syminex facility.

3. Issue of Placing Shares net of costs

The placing costs relate to the payment in cash of admission costs estimated at approximately £217,900.

4. Adjustments

No adjustments have been made to reflect the trading or other transactions of the group since 30 April 2018 for the Subsidiary and 2 October 2018 for the Company.

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7. Statement of Comprehensive Income

The pro forma statement of comprehensive income does not constitute financial statements.

B.9 Profit forecasts /estimates

Not applicable; this document does not contain profit forecasts or estimates.

B.10 Qualifications in the audit report

Not applicable; there are no qualifications on such information.

B.11 Working capital

The Company is of the opinion that the working capital available to the Group, taking into account the net proceeds of the Placing, is sufficient for the Group’s present requirements, that is, for at least the 12 months from the date of this document.

Section C - Securities


Disclosure

C.1 Description of type and class of securities being offered

The securities the subject of the Placing, the Conversion, the Subscription and Admission are Ordinary Shares of £0.01 each.

The Ordinary Shares will be registered with ISIN number GB00BH452L44 and SEDOL number BH452L4.

C.2 Currency of securities

The Ordinary Shares are denominated in pounds sterling and the Placing Price is payable in pounds sterling.

C.3 Shares issued/ value per share

The Company has 283,500,000 Ordinary Shares in issue and fully paid as at the date of this document, with 59,000,000 Placing Shares, 22,000,000 Conversion Shares and up to 10,000,000 Subscription Shares to be issued conditional on Admission. There are no shares in issue that are not fully paid.

C.4 Rights attaching to the Ordinary Shares

Each Ordinary Share ranks pari passu for voting rights, dividends and return of capital on winding up. Every Shareholder present in person, by proxy or by a duly authorised corporate representative at a general meeting of the Company shall have one vote on a show of hands and, on a poll, every Shareholder present in person, by proxy or by a duly authorised corporate representative shall have one vote for every Ordinary Share of which he is the holder. The Company must hold an annual general meeting each year in addition to any other general meetings held in the year. The directors of the Company can call a general meeting at any time. All members who are entitled to receive notice under the Articles must be given notice. Subject to the CA 2006, the Company may, by ordinary resolution, declare dividends to be paid to members of the Company according to their rights and interests in the profits of the Company available for distribution, but no dividend shall be declared in excess of the amount recommended by the board of directors of the Company. On a voluntary winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company and subject to the CA 2006 and the Insolvency Act 1986 (as amended), divide amongst the Shareholders in specie the whole or any part of the assets of the Company, or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall determine.

The pre-emption rights contained in the Articles have been waived: (i) for the purposes of, or in connection with, the Placing, the Conversion and the Subscription; (ii) generally for such purposes as the Directors may think fit

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(including allotment of equity securities for cash) up to a maximum aggregate amount not exceeding 10% of the aggregate nominal value of the Ordinary Shares in issue (as at the close of the first business day following Admission); and (iii) for the purposes of the issue of securities offered (by way of a rights issue, open offer or otherwise) to existing holders of Ordinary Shares. Otherwise, Shareholders will have pre-emption rights which will generally apply in respect of future share issues for cash. No pre-emption rights exist in respect of future share issues wholly or partly other than for cash.

C.5 Restrictions on free transferability of the Ordinary Shares

Not applicable; there are no restrictions in place.

C.6 Admission to trading / regulated markets where the securities are traded

Application will be made for all of the Company’s issued Ordinary Shares, including the Placing Shares, the Conversion Shares and the Subscription Shares, in each case to be issued conditional on Admission, to be admitted to a Standard Listing of the Official List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 21 January 2019 (or such later date as may be agreed by the Company and Cornhill being not later than 8.00 a.m. on 28 February 2019).

C.7 Dividend policy

The Company does not intend to pay dividends in the near future as any earnings during such time are expected to be retained for use in business operations. The declaration and payment by the Company of any dividends and the amount thereof will be in accordance with, and to the extent permitted by, all applicable laws and will depend on the results of the Company’s operations, its financial position, cash requirements, prospects, profits available for distribution and other factors deemed to be relevant at the time.

Section D - Risks


Disclosure

D.1 Key risks specific to the Group and its business

• The Group’s future growth and prospects will depend on its ability to manage growth

• The Group is reliant on certain key individuals and on its ability to attract and retain key personnel

• The Company’s majority shareholder will be in a position to exercise significant control over the Company.

• The Group’s efficiency and ability to offer competitive pricing may depend on its ability to retain relationships with its distribution partners.

• The Subsidiary has made an operating loss in the six months’ period ending on 30 April 2018.

• Actual, possible, or perceived defects or vulnerabilities in the Group’s products or services may harm the Group’s business

• The Group’s reputation or brand may be damaged by its own actions or the actions of unrelated third parties

• If the Group is unable to develop new and enhanced products and services, to improve the performance, features, and reliability of existing products and services or to keep pace with industry trends, the Group’s results could be materially affected

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• The Group has limited protection of its intellectual property. The Group may be unable to protect its intellectual property and to exclude competitors with similar products and/or processes

• The Group’s software links to open source software components and off the shelf development tools, and failure to comply with the terms of such software may require the Company to disclose its source code or restrict the Group’s ability to continue using the relevant tools

• If the Group is unable to increase sales to new customers, sell additional products to existing customers, the Group’s future revenue and operating results will be harmed

• The Group is exposed to the risk of litigation from its customers, distributors, suppliers and employees, amongst others

• There can be no guarantee that the Group has insurance cover that is adequate to meet the Group’s risks and expenses or sufficient to recover all losses that the Group may suffer

D.2 Key risks specific to the Group’s industry

• The Group operates in a rapidly changing, high growth and competitive industry. The Group’s future success will depend on its ability to market its products, address the increasingly sophisticated and varied needs of its customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis

• The Group may from time to time outsource the development of its products to third party developers and, therefore, may not always have ultimate control over the development process

• The Group intends to continue investing in marketing and distribution channels and its own sales functions to grow the business

• The Group operates in a competitive market in which several players have a more substantial product portfolio and market presence

• The Group’s operations may be materially and adversely affected as a result of the United Kingdom’s exit from the European Union

D.3 Key financial risks

• The Company cannot guarantee that it will be able to achieve or sustain revenue growth and achieve or sustain profitability in the future

• Unfavourable general economic conditions may have a negative impact on the results of operations, financial condition

• The Company may not be able to achieve its strategic aims

D.4 Key risks specific to the Ordinary Shares

• A Standard Listing affords shareholders a lower level of regulatory protection than a Premium Listing

• Any further issues of Ordinary Shares may dilute investors’ shareholdings.

• The Company may be unable or unwilling to transition to a Premium Listing in the future

• A market for the Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

• Returns on investment may not be realised within investors’ perceived reasonable timescales, due to the potential illiquidity of the Ordinary Shares

• Dividend payments on the Ordinary Shares are not guaranteed

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D.5 Key transaction risk & risks associated with a standard listing

• The Placing Shares will be issued at a premium to the net asset value of the Ordinary Shares

• The cost of the Company in complying with its continuing obligations under the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules will be financially material

Section E - Offer


Disclosure

E.1 Net proceeds and expenses

The Company has raised gross proceeds of £590,000 through the Placing, conditional only on Admission, and proposes to raise up to additional £100,000 through the Subscription. In addition, £220,000 of debt (principal and interest) will convert into Ordinary Shares on Admission. The estimated Net Proceeds are expected to be between £372,000 and £472,000. The total costs of the Placing, Subscription and Admission payable by the Company are estimated to be approximately £217,900 (inclusive of irrecoverable VAT) in total.

E.2 Reasons for the Offer and use of proceeds

The Directors of the Company intend to use the Net Proceeds, principally, to continue the development and expansion of the Group’s business, which would involve the following expenditures:

Expenses Estimated amount in first 12 months (£)

Sales team (inclusive of travel and sales commission) 172,000

Additional development resource and related capital investment 60,000

Additional project management resource and related capital investment

46,000

Marketing and PR spend 33,000

Hardware acquisition and server leasing costs 48,000

Working capital 13,000

TOTAL 372,000

If the Net Proceeds exceed the amount of £372,000, any excess amount will constitute working capital surplus and will be used for the Company’s ongoing working capital needs, as and when they arise. This expenditure will allow the Group to invest in:

• creation of sales, marketing and PR budget; • increasing the Group’s development and project management resources; • creating a B2C marketing strategy; and • purchasing and/or leasing equipment.

The Company’s objective is to develop, market and sell computer software applications to corporate clients. The Company intends to apply the Net Proceeds in pursuit of its objective and business strategy.

Under the Placing, gross proceeds of £590,000 have been raised, conditional only upon Admission. Additional gross proceeds of up to £100,000 are proposed to be raised under the Subscription. Following payment of expenses, the Net Proceeds will be approximately £372,000 to £472,000.

E.3 Terms and conditions of the Offer

The Placing is for 59,000,000 Placing Shares. The Placing Shares are being issued at the Placing Price of £0.01 per share. The Placing is fully subscribed, subject only to Admission occurring and becoming effective by 8.00 a.m. London time on or prior to 31 January 2019 (or such later time and/or date as the Company and Cornhill may agree, being not later than 8:00 a.m. on 28 February 2019)).

The rights attaching to the Placing Shares will be uniform in all respects and all of

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the Ordinary Shares will form a single class for all purposes. Each investor undertakes to pay the Placing Price for the Placing Shares issued to such investor. The Placing will not be underwritten. In addition, the Company proposes to raise up to £100,000 by way of the Subscription. The Subscription Shares are being offered at the Placing Price and under the same offer structure and are being subscribed for by contacts of the Directors on the basis of the information set out in this document and by one of the Directors. The Subscription is also conditional, among other things, on Admission.

E.4 Material interests

The interests of the Directors and Proposed Directors together represent approximately 88.18% of the issued and outstanding share capital of the Company as at 14 January 2019 and are expected to represent approximately 67.09% to 68.69% of the issued share capital of the Company on Admission.

The Company will on Admission issue to Syminex warrants to subscribe to 3% of the Company’s fully diluted share capital as at Admission. The number of Ordinary Shares under such warrants will be between 11,562,264 and 11,862,264 Ordinary Shares, depending on the final size of the Subscription. In addition, the Company will on Admission issue warrants to subscribe to 2,290,000 Ordinary Shares to Jarvis Investment Management Limited. All warrants will be exercisable at the Placing Price at any time within five years from Admission.

Syminex has elected to convert the principal amount of the £210,000 convertible loan facility it lent to the Subsidiary, plus interest of £10,000, into Ordinary Shares at the Placing Price, effective on Admission. As at 14 January 2019, the Company has issued the total of 18,618,785 Options over Ordinary Shares to its Directors, Senior Management and employees pursuant to the Share Option Scheme. The Options gradually vest on the first, second and third anniversary of grant and are exercisable at the Placing Price.

Save as set out above, it is not expected that any Director will have any interest in the share capital of the Company on Admission or have any conflict of interest between his duties to the Company and any private interests or other duties.

E.5 Name of the Offeror / Selling Shareholders and lock-up agreements (if any)

The Placing Shares are being placed by Cornhill on the terms set out in the placing letters and the Subscription Shares are being offered by the Company to subscribers on the terms set out in the subscription letters.

Under lock-in agreements dated 14 January 2019, each of the Directors have undertaken to the Company that, other than in certain limited circumstances, they will not, and will procure that any associated party will not, dispose of any interest they hold in the 251,250,000 Ordinary Shares held by them (representing, in aggregate, up to 68.69% of the Enlarged Share Capital) for a period of six months following Admission.

In addition, Jarvis Investment Management Limited has undertaken to the Company, with effect from Admission, that, other than in certain limited circumstances, it will not dispose of any interest it holds in the Ordinary Shares held by it, for a period of 179 days from the date of issue.

E.6 Dilution Under the Placing, the Conversion and the Subscription, 59,000,000 Placing Shares, 22,000,000 Conversion Shares and up to 10,000,000 Subscription Shares are proposed to be subscribed for by investors at the Placing Price, representing up to 24.30% of the Enlarged Share Capital. The Placing, Subscription and Admission will result in the Existing Ordinary Shares being diluted so as to constitute approximately 75.70% to 77.78% of the Enlarged Share Capital.

E.7 Expenses charged to investors

Not applicable; no expenses charged to the investors by the Company.

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RISK FACTORS

The investment detailed in this document may not be suitable for all its recipients and involves a higher than normal degree of risk. Before making an investment decision, prospective investors are advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of the kind described in this document. Prospective investors should consider carefully whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them.

Before deciding whether to invest in Ordinary Shares, prospective investors should carefully consider the risks described below together with all other information contained in this document.

The risks referred to below are those risks the Company, the Directors and the Proposed Directors consider to be the material risks relating to the Group. The risk factors described below may not be exhaustive. Additional risks and uncertainties relating to the Group that are not currently known to the Directors and the Proposed Directors, or that are currently deemed immaterial, may also have an adverse effect on the Group’s business. If this occurs the price of the Ordinary Shares may decline and investors could lose all or part of their investment.

Prospective investors should note that the risks relating to the Company, its industry and the Ordinary Shares summarised in the section of this document headed “Summary” are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed “Summary” but also, among other things, the risks and uncertainties described below.

RISKS RELATING TO THE GROUP’S BUSINESS

The Group’s future growth and prospects will depend on its ability to manage growth

The Group has traded since 2013. However, it is at a relatively early stage of its growth. Companies at that stage of development often face such risks as under-capitalisation, under-capacity, cash shortages and limited resources. In particular, the Group’s future growth and prospects will depend on its ability to manage growth and to continue to maintain, expand and improve operational, financial and management information systems on a timely basis, whilst at the same time maintaining effective cost controls. Any damage to, failure of or inability to maintain, expand and upgrade effective operational, financial and management information systems and internal controls in line with the Group’s growth could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is reliant on certain key individuals and on its ability to attract and retain key personnel

The Group’s business, development and prospects are dependent on a small number of key management personnel. The loss of the services of one or more of such key management personnel (in particular Christopher Jeffries) may have an adverse effect on the Group. The Directors and the Proposed Directors believe that the experience, technical know-how and commercial relationships of the Group’s key management personnel help provide the Group with strategic focus and a competitive advantage. The Group’s ability to develop its business and achieve future growth and profitability will depend in large part on the efforts of these individuals and the Group’s ability when required to attract new key management personnel of a similar calibre. The Directors and the Proposed Directors believe that the loss of the services of any key management personnel, for any reason, could adversely impact the business, development, financial condition, results of operations and prospects of the Group.

The success of the Group is also dependent upon its ability to retain and attract high quality staff with relevant expertise and experience to broaden the skills base of the Group and to further enhance the Group’s business.

The Directors and the Proposed Directors believe the Group operates a progressive and competitive remuneration policy which includes share incentives and that the future development and implementation of this

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policy will play an important part in retaining and attracting key management personnel. There can, however, be no assurance that the Group will be able to continue to attract and retain all personnel necessary for the development and operation of its business as the competition for qualified personnel in the Group’s industry is intense.

The Group does not currently have a key person insurance policy in place as the Board does not consider key person insurance to be necessary at present, however, it will keep this decision under review.

Significant influence of the controlling shareholder

As at the date of this document, Chris Jeffries is the controlling shareholder of the Company, holding 88.18% of the Company’s share capital. On Admission, his holdings in the Company will be diluted to a minimum of 66.76% and a maximum of 68.59% of the Company’s issued share capital, depending on the final size of the Placing and the Subscription. As such, Chris Jeffries will be in a position to exercise significant control over the Company, by means of electing members to the Company’s board of directors, approving significant transactions or otherwise. To mitigate this risk, the Company and Chris Jeffries have entered into a relationship agreement, pursuant to which the Company and Mr Jeffries agreed certain matters, including but not limited to undertakings from Mr Jeffries to ensure that the Company will be capable at all times of carrying on its business independently of the influence from Mr Jeffries.

Dependence on relationships

In relation to its Engage products, the Group has developed relationships with distribution partners, such as Just Peel Limited, Oracle and Valassis, in order to deliver its products more efficiently and offer competitive prices to end users. There is no certainty that the Group will be able to retain its relationships with such partners, which may have an adverse effect to the Group’s ability to maintain the same levels of efficiency and pricing to end users. The Directors and the Proposed Directors believe that the diversity of the Group’s product portfolio, relying on three different product groups (namely, Engage, Educate and Experience), as well as the Group maintaining a number of relationships with distribution partners, act to mitigate these risks and enhance the resilience of the Group’s business.

The Subsidiary’s losses in the six months period ended on 30 April 2018

The Subsidiary, being the Group’s trading business, made a loss in the six months period ended on 30 April 2018. The loss was due to a significant investment made in commoditising the Subsidiary’s core gamification, education and experience products, in order to move from a bespoke development business model to a productised SaaS business model, offering customers standardised products on an annual licence basis. Whilst the Directors and the Proposed Directors believe that the Group’s future revenues will be underpinned by a SaaS business model, there is no certainty that the Group will be able to successfully accomplish such transformation of its business model and to achieve profitability as such.

Actual, possible, or perceived defects or vulnerabilities in the Group’s products or services

The Group’s products and services are complex and as such may in the future contain design or manufacturing defects or errors that are not detected until after their commercial release and deployment by end customers. The Group’s business would be harmed if any of the events described above caused its end customers or potential end customers to believe the Group’s services are unreliable and could adversely affect the market's perception of the efficacy of the Group’s products and potentially lead to significant claims being made against the Group.

The Group’s reputation or brand may be damaged by its own actions or the actions of unrelated third parties

The Directors and the Proposed Directors believe that the reputation and the quality of the Group’s brand will, over time, play an increasingly important role in the success of the Group. Further, the Directors and the Proposed Directors believe that the Group’s brand has and will continue to be built on the high quality of its service offering and client service. Any incident that negatively affects client loyalty towards the Group’s brand could, therefore, materially and adversely affect the Group’s business, revenue, financial condition, profitability, prospects and results of operations. The Group’s brand may be adversely affected by any negative publicity, regardless of accuracy. This includes any negative commentary on social media platforms, including weblogs,

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social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested parties.

If the Group is unable to develop new and enhanced products and services or if the Group is unable to improve the performance, features, and reliability of existing products and services or to adapt to keep pace with industry trends, the Group’s business performance and operating results could be materially affected

The Group’s customers operate in markets characterised by rapidly changing technologies and business plans, which require them to adapt to increasingly complex IT infrastructures that incorporate a variety of hardware, software applications, operating systems and networking protocols. The Group faces significant challenges in ensuring that its products and services effectively identify and respond to these advanced and evolving IT systems. As a result, the Group is dependent upon its ability to respond to the rapidly changing needs of end customers by developing or introducing new products and services and by continually upgrading its products and services on a timely basis. The Group has in the past incurred, and will continue to incur, significant research and development expenses as it strives to remain competitive. In the financial year ended on 31 October 2017, research and development expenses comprised approximately 35% of the Group’s total expenses. Investments in research and development may not result in significant design improvements, marketable products or features, or may result in products and services that are more expensive than anticipated. Additionally, the Group may not achieve the cost savings or the anticipated performance improvements it expects, and it may take longer to generate revenue, or the Group may generate less revenue, than anticipated.

If the Group is unable to increase sales to new customers, sell additional products to existing customers, the Group’s future revenue and operating results will be harmed

The Group’s future success depends on its ability to increase sales of its products to new customers and increase sales of additional products to its existing customers. The rate at which new and existing end-users purchase products and existing end-users renew subscriptions depends on a number of factors, including the efficacy of the Group’s products and the utility of the Group’s new offerings, as well as factors outside of the Group’s control, such as end-users’ demand for the relevant products, the introduction of products by the Group's competitors that are perceived to be superior to the Group’s products, relevant end-users’ IT and marketing budgets and general economic conditions. A failure to increase sales to distributors or end-users as a result of any of the above could materially adversely affect the Group's financial condition, operating results and prospects.

The Group’s Intellectual property

Whilst the majority of the Group’s products and processes are proprietary, the Group has at this time limited protection of its intellectual property. The commercial success of the Group depends in part on its ability to protect and exploit its intellectual property and to preserve the confidentiality of its intellectual property. The Group may not be able to protect and preserve its intellectual property rights or to exclude competitors with similar products and/or processes.

No assurance can be given that others will not gain access to the Group’s proprietary technology and/or use or disclose such technology. Further, there can be no assurance that others have not developed or will not develop similar products, duplicate any of the Group’s products or design. A substantial cost may be incurred if the Group is required to defend its intellectual property rights (even if any claim brought is without merit) against third parties.

A third party could also claim that the Group’s products or processes infringe its own proprietary rights. Such claims, even without merit, can be time-consuming and expensive to defend and could have a detrimental effect on the Group’s resources. A third party asserting infringement claims against the Group could require the Group to cease the infringing activity and to pay damages. Any such claims may also result in the Group having to indemnify customers or obtain replacement products or functionality for customers, to significantly increase development efforts and resources to redesign products as a result of these claims, and to discontinue the sale of some or all of the Group’s technologies or products. The third party could also take legal action which could be

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costly to defend. Such claims may have a material adverse effect on the Group’s business, financial condition or results.

In order to protect its proprietary technology and processes, the Group relies on confidentiality agreements with its customers, employees and other third parties. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of disclosure of confidential information. Costly and time consuming litigation could be necessary in any jurisdiction to enforce and determine the scope of the Group’s proprietary rights, and failure to obtain or maintain the Group’s know how could adversely affect the Group’s competitive business position.

Some of the Group’s products include software or other intellectual property licensed from third parties. It may be necessary in the future to renew licences relating to various aspects of these products or to seek new licences for existing or new products. There can be no assurance that the necessary licences will be available on acceptable terms, if at all. The inability to obtain certain licences or other rights or to obtain such licences or rights on favourable terms could result in delays in product releases until equivalent technology can be identified, licenced, developed, acquired or integrated, if at all, and may require the Group to use alternative technology of lower quality or performance standards, any of which may have a material adverse effect on the Group's business, operating results and financial condition. The software used by the Group is largely industry standard and, accordingly, the Directors and the Proposed Directors consider that alternative resources would be available in the unlikely event that the Group is unable to renew the relevant licences on acceptable terms.

The Group’s software links to open source software components and off the shelf development tools, and failure to comply with the terms of such software may require the Company to disclose its source code or restrict the Group’s ability to continue using the relevant tools

In developing its applications the Group uses a combination of open source software and off the shelf development tools. If the Group fails to comply with the terms of the open source software licences or its licences to the relevant development tools discontinue, the Group may be required to disclose its source code publicly or may be unable to continue using the relevant tools (as applicable).

Litigation

The Group is exposed to the risk of litigation from its customers, distributors, suppliers and employees, amongst others. Any legal proceedings, whether or not determined in the Group’s favour, and whether or not there is merit to any such claim, could be costly and may divert the efforts of management and personnel from normal business operations. Exposure to litigation may affect the Group’s reputation even where the monetary consequences may not be significant.

Adequacy of insurance coverage

There can be no guarantee that the Group has insurance cover that is adequate to meet the Group’s risks and expenses or sufficient to recover all losses that the Group may suffer. In addition, certain types of risk may be, or may become, either uninsurable or not economically insurable or may not be currently or in the future covered by the Group’s insurance policies. The occurrence of an event that is not covered in whole or in part by insurance could have a material adverse effect on the Group.

INDUSTRY RISKS

Technology risks

The Group’s core business operates in a rapidly changing, high growth and competitive industry. The future success of the Group will depend on its ability to market its existing products, address the increasingly sophisticated and varied needs of its customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. Competitors may develop or commercialise a competitive product, may launch a product ahead of the Group with little or no notice that is more effective, commercial attractive or technologically advance than the Group’s products, or may undertake an aggressive pricing policy. If competitors introduce new products or if existing or new industry and government standards and practices change or emerge, the Group’s existing products and services may become less competitive or even

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obsolete. Competition may in particular come from companies which have greater research, development, marketing, financial and personnel resources than the Group.

Developing the Group’s technology and product range entails significant technical and business risks. The Group may develop, use or procure new technologies ineffectively or fail to adapt to meet customer or regulatory requirements. If the Group faces material delays in introducing new products, services or enhancements, it may be at a significant competitive disadvantage. This could have a material adverse effect on the Group’s business and prospects.

Development risk

The Group may from time to time outsource some of development work in relation to its products to third party developers and therefore may not always have full control over the development process. Where the Group engages suppliers, such suppliers may fail to deliver the products on time, at the required quality levels and at the agreed prices. Material delays (if any) in introducing new products, services or enhancements, may lead to a significant competitive disadvantage. Any of these events would have a material adverse effect on the Group’s business and prospects. The Group currently mitigates such risk by commissioning works to comply with the Group’s specifications, by managing overall product development and design in-house and by testing the products in-house. The Group does not currently outsource development or design of entire products to third parties.

Sales and marketing

The Group intends to continue investing in marketing and distribution channels and its own sales functions to grow the business. Success of the Group’s business will require the continuation of existing, and establishment of additional sales channels. There is no certainty that the Group will be able to attract new channel partners and end-users and retain existing channel partners and end-users.

Penetration of new markets can be slow, expensive and subject to delays, and ultimately may not be successful. Significant delays in new contracts will result in working capital strain for the Group. The Group is likely to incur costs in these areas before anticipated benefits materialise. The return on these investments may be lower or develop more slowly than expected. There can be no guarantee that the Group will be able to maintain, or increase its sales and market share.

Competition from existing and new companies

The Group operates in a competitive market in which several players have a more substantial product portfolio and market presence. The Group has an abundance of competitors of a similar size to its own, who compete with the Group in one or more markets in which the Group operates. Some of the Group’s competitors are larger entities. For example, Eagle Eye Solutions Group plc is active in development of loyalty platforms, whilst Catalina and Valassis currently dominate the market for paper and/or plastic solutions in the UK. These competitors have greater financial and technological resources, larger sales and marketing organisations and greater name recognition than the Group, and may therefore be better able to obtain sales through their pricing structure, heavy marketing or reputation. They may also be able to respond more quickly and effectively than the Group to new or changing threats, regulations, technologies, standards or customer requirements due to their greater financial resources. There is no assurance that the Group will be able to compete successfully with its competitors in acquiring and maintaining new accounts.

The Group is unable to assure investors that future competitors will not emerge, develop and/or introduce new products which will compete with those of the Group on grounds of superior technology, lower price or otherwise. It is uncertain how long a lead time the Group will have with its innovations and how rapidly competition from other suppliers or alternative technologies may develop. Technological change in the sector within which the Group operates may render the Group’s products less competitive or even obsolete.

The Group’s operations may be materially and adversely affected as a result of the United Kingdom’s exit from the European Union

On 23 June 2016, the United Kingdom held a referendum on the United Kingdom’s continued membership of the European Union. This resulted in a vote for the United Kingdom to exit the European Union. There are significant

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uncertainties in relation to the terms and time frame within which such an exit would be effected, and there are significant uncertainties as to what the impact will be on the fiscal, monetary and regulatory landscape in the UK, including inter alia, the UK’s financial regulation and the conduct of cross-border business and export and import tariffs. There is also uncertainty in relation to how, when and to what extent these developments will impact the economy in the United Kingdom and the future growth of its various industries, and on levels of investor activity and confidence on market performance and on exchange rates. There is also a risk that the vote by the United Kingdom to leave could result in other member states reconsidering their respective memberships in the European Union. Although it is not possible to predict fully the effects of the exit of the United Kingdom from the European Union, any of these risks, taken singularly or in the aggregate, could have a material adverse effect on the Group’s business, revenue, financial condition, profitability, prospects and results of operations.

FINANCIAL RISKS

Revenue and profitability

The Company cannot guarantee that the Group will be able to sustain revenue growth and profitability in the future. If the Group is unable to sustain profitability, the business could be severely harmed. The Group’s operating results may fluctuate as a result of a number of factors, many of which are beyond its control. These factors include, amongst others, the growth rate of markets into which the Group sells its services or products, market acceptance of and demand of its services and products and those of its customers and unanticipated delays, problems in the introduction of its services or products. If the Group does not realise sufficient revenue levels to sustain profitability, it may require additional working capital and financing in the medium term, which may not be available on attractive terms, or at all.

Unfavourable general economic conditions may have a negative impact on the results of operations, financial condition

The global financial markets are experiencing continued volatility and geopolitical issues and tensions continue to arise. Many Organisation for Economic Co-operation and Development (OECD) countries have continued to experience recession or negligible growth rates, which have had, and may continue to have, an adverse effect on consumer and business confidence. The resulting low consumer and business confidence has led to low levels of demand for many products across a wide variety of industries. The Company cannot predict the severity or extent of these recessions and/or periods of slow growth. Accordingly, the Group’s estimate of the results of operations, financial condition and prospects of the Group will be uncertain and may be adversely impacted by unfavourable general global, regional and national macroeconomic conditions.

The Group may not be able to achieve its strategic aims

The value of an investment in the Company is dependent on the Group achieving its strategic aims. While the Directors and the Proposed Directors are optimistic about the prospects for the Group, there is no certainty that it will be capable of achieving its strategy or the anticipated revenues or growth or that it will ultimately be profitable on a sustainable basis. The Group’s future operating results will be highly dependent on how well it manages its expansion strategy and the timeframe within which that strategy is executed.

The Company may not have sufficient financial controls and internal reporting procedures

The Company will implement systems and controls in place to allow it to produce accurate and timely financial statements and to monitor and manage risks. If any of these systems or controls were to fail, the Company may be unable to produce financial statements accurately or on a timely basis and this may expose the Company to risk. Any concerns investors may have over the potential lack of available and current financial information and the controls the Company has in place could adversely affect the Company’s share price.

The Group’s risk management policies and procedures may prove inadequate

The policies and procedure for managing market, regulatory and operational risk that may be utilised by the Group may prove ineffective. Some of the Group’s methods for managing risk may be based upon observations of historical market behaviour, and statistical techniques are applied to these observations to arrive at quantifications of its potential risk exposures. However, these methods may not accurately quantify the Group’s

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risk exposures, especially in situations that cannot be identified based on its historical data. In particular, if the Group enters new lines of business, historical data may be incomplete. Following the global financial and economic crisis, models and techniques used to predict future conditions, behaviours and valuations have become less effective. As additional information becomes available, additional provisions may need to be made.

If circumstances arise whereby the Group did not identify, anticipate or correctly evaluate certain risks in developing its statistical models, losses could be greater than the maximum losses envisaged under its risk management system. In addition, certain risks may not be accurately quantified by risk management systems. Material deficiencies in risk management or other internal control policies or procedures may result in significant market, regulatory or operational risk, which may in turn have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

RISKS RELATING TO THE ORDINARY SHARES

The Standard Listing of the Ordinary Shares affords shareholders a lower level of regulatory protection than a Premium Listing

A Standard Listing affords shareholders in the Company a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules. A Standard Listing will not permit the Company to gain a FTSE indexation, which may impact the valuation of the Ordinary Shares.

Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section of this document entitled “Consequences of a Standard Listing” on page 29 of this document. Shareholders should note that as noted in that section, Chapter 10 of the Listing Rules does not apply to the Company and as such, the Company is not required to seek Shareholder approval for an acquisition under this Chapter (although it may be required to do so for the purposes of facilitating the financing arrangements or for other legal or regulatory reasons).

The Company may be required to raise cash through issuing substantial additional equity, which may dilute the percentage ownership of a Shareholder and the value of its Ordinary Shares

The Directors have been generally authorised to issue Ordinary Shares, or grant rights to subscribe for, or convert any security into, Ordinary Shares up to a maximum aggregate nominal value of £1,775,422, of which, up to a maximum aggregate nominal value of £1,502,280 is on a non-pre-emptive basis. These authorities have been partially used to issue Ordinary Shares under the Pre-IPO Fundraise. If the Company does offer its Ordinary Shares as consideration in the future, depending on the number of Ordinary Shares offered and the value of such Ordinary Shares at the time, the issue of such Ordinary Shares could materially reduce the percentage ownership represented by the holders of Ordinary Shares in the Company and also dilute the value of Ordinary Shares held by such Shareholders at the time. If the issue of shares results in a large shareholder, that shareholder may be able to exert significant influence in the Company. The pre-emption rights contained in the Articles have also been disapplied in relation to the issue of new Ordinary Shares for cash pursuant to the Placing and subscription and subsequently. See paragraph 4.6 of Part VII: Additional Information for further details. The disapplication of pre-emption rights could cause a Shareholder’s percentage ownership in the Company to be reduced and the issue of new Ordinary Shares, or, as the case may be, other equity securities could also dilute the value of Ordinary Shares held by such Shareholder.

The Company may be unable or unwilling to transition to a Premium Listing in the future

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. There can be no guarantee that the Company will ever meet such eligibility criteria or that a transition to a Premium Listing will be achieved. If the Company does not achieve a Premium Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would include where the Company could be operating a substantial business but would not need to comply with such higher standards. In addition, an inability to achieve a Premium Listing will prohibit the Company from

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gaining a FTSE indexation and may have an adverse effect on the valuation of the Ordinary Shares. Further details regarding the difference in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled “Consequences of a Standard Listing” on page 29 of this document.

Alternatively, in addition to or in lieu of seeking a Premium Listing, the Company may determine to retain a Standard Listing or to seek a listing on another stock exchange, which may not have standards or corporate governance comparable to those required by a Premium Listing or which Shareholders may otherwise consider to be less attractive or convenient.

There is currently no market for the Ordinary Shares, notwithstanding the Company’s intention to be admitted to trading on the London Stock Exchange. A market for the Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

There is currently no market for the Ordinary Shares. Therefore, investors cannot benefit from information about prior market history when making their decision to invest. The price of the Ordinary Shares after the Placing and Subscription also can vary due to a number of factors, including but not limited to, general economic conditions and forecasts, the Company’s general business condition and the release of its financial reports. Although the Company’s current intention is that its securities should continue to trade on the London Stock Exchange, it cannot assure investors that it will always do so. In addition, an active trading market for the Ordinary Shares may not develop or, if developed, may not be maintained. Investors may be unable to sell their Ordinary Shares unless a market can be established and maintained, and if the Company subsequently obtains a listing on an exchange in addition to, or in lieu of, the London Stock Exchange, the level of liquidity of the Ordinary Shares may decline.

Shareholders may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Investments in Ordinary Shares may be relatively illiquid for as long as the Company holds a Standard Listing. There may be a limited number of Shareholders and there may be infrequent trading in the Ordinary Shares on the London Stock Exchange and volatile Ordinary Share price movements. Shareholders should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market for the Ordinary Shares may fall below the Placing Price.

Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends in the foreseeable future

To the extent the Company intends to pay dividends on the Ordinary Shares, it will pay such dividends at such times (if any) and in such amounts (if any) as the Board determines appropriate and in accordance with applicable law. Payments of such dividends will be dependent on performance of the Company’s business. The Company can therefore give no assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any. The Company does not expect to pay dividends in the foreseeable future.

Fluctuations and volatility in the price of Ordinary Shares

Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares. The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, some specific to the Company and some which affect listed companies generally, including variations in the operating results of the Company, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, general economic, political or regulatory conditions, overall market or sector sentiment, legislative changes in the Company’s sector and other events and factors outside of the Company’s control.

The ability of Overseas Shareholders to bring actions or enforce judgments against the Company or the Directors may be limited

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England and Wales. The rights of holders of Ordinary

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Shares which are set out in the Articles and are governed by English law. These rights may differ from the rights of shareholders in non-UK corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities law of countries other than the UK against the Directors who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

RISKS RELATING TO THE COMPANY’S RELATIONSHIP WITH THE DIRECTORS AND CONFLICTS OF INTEREST

The Directors and the Proposed Directors are party to, or may in the future enter into, related party transactions with the Group, which may give rise to conflicts of interest between the Group and the Directors

The Directors, the Proposed Directors and one or more of their affiliates may in the future enter into other agreements with the Group that are not currently under contemplation. It is possible that any such agreement might raise conflicts of interest between the Group and the Directors or the Proposed Directors.

Shareholders are directed to the information set out in the descriptions of the Directors in Part II: Directors, Senior Management and Corporate Governance. The information set out therein is presented for illustrative purposes only and Shareholders are cautioned that historical results of prior investments made by, or businesses or transactions associated with, the Directors, the Proposed Directors and their affiliates may not be indicative of the future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

GENERAL TRANSACTION RISK & RISKS ASSOCIATED WITH A STANDARD LISTING

The cost of the Company in complying with its continuing obligations under the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules will be financially material

The cost of the Company in complying with its continuing obligations under the Listing Rules, Prospectus Rules and Disclosure and Transparency rules will be financially material due to the Group’s relatively small size on Admission.

The listing of the Company’s securities may be cancelled if the Company no longer satisfies its continuing obligations under the Listing Rules, which includes that a sufficient number of Ordinary Shares are in public hands, as defined in the Listing Rules, at all times.

RISKS RELATING TO TAXATION

Changes in tax law may reduce any net returns for Shareholders

The tax treatment of holders of Ordinary Shares issued by the Company, any special purpose vehicle that the Company may establish and any company which the Company may acquire are all subject to changes in tax laws or practices or in interpretation of the law in the UK or any other relevant jurisdiction. Any such change may reduce any net return derived by Shareholders from an investment in the Company.

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

It is intended that the Company will structure the group to maximise returns for Shareholders in as fiscally efficient a manner as practicable. The Company has made certain assumptions regarding taxation. However, if these assumptions cannot be borne out in practice, taxes may be imposed with respect to any of the Company’s assets, or the Company may be subject to tax on its income, profits, gains or distributions in a particular

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jurisdiction or jurisdictions in excess of taxes that were anticipated. This will alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). Any change in laws or tax authority practices or interpretation of the law could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Company does not envisage to the payment of, at least in the short to medium-term). In addition, the Company may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns to Shareholders.

The risk factors listed above set out the material risks and uncertainties currently known to the Directors and the Proposed Directors but do not necessarily comprise all of the risks to which the Group is exposed or all those associated with an investment in the Company. In particular, the Group’s performance is likely to be affected by changes in the market and/or economic conditions and in legal, accounting, regulatory and tax requirements. There may be additional risks that the Directors and the Proposed Directors do not currently consider to be material or of which they are currently unaware.

If any of the risks referred to above materialise, the Group’s business, financial condition, results or future operations could be materially adversely affected. In such case, the price of its shares could decline and investors may lose all or part of their investment.

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CONSEQUENCES OF A STANDARD LISTING

Application will be made for the Ordinary Shares (issued and to be issued pursuant to the Placing and the Subscription) to be admitted to a listing on the Standard Listing segment of the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings, and for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities.

The Company’s Ordinary Shares will be listed under Chapter 14 of the Listing Rules (Standard Listing (shares)) and as a consequence a significant number of the Listing Rules will not apply to the Company. Shareholders will therefore not receive the full protection of the Listing Rules associated with a Premium Listing.

The Company will comply with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules, as required by the UK Listing Authority.

An applicant that is applying for a Standard Listing of equity securities must comply with all the requirements listed in Chapters 2 and 14 of the Listing Rules, which specify the requirements for listing for all securities. Where an application is made for the admission to the Official List of a class of shares, at least 25% of the shares of the class must be distributed to the public in one or more EEA states. Listing Rule 14.3 sets out the continuing obligations applicable to companies with a Standard Listing and requires that such companies’ listed equity shares be admitted to trading on a regulated market at all times. Such companies must have at least 25% of the shares of any listed class in public hands at all times in one or more EEA states and the FCA must be notified as soon as possible if these holdings fall below that level.

The continuing obligations under Chapter 14 also include requirements as to:

• the forwarding of circulars and other documentation to the FCA for publication through to the National Storage Mechanism, and related notification to an RIS;

• the provision of contact details of appropriate persons nominated to act as a first point of contact with the FCA in relation to compliance with the Listing Rules and the Disclosure and Transparency Rules;

• the form and content of temporary and definitive documents of title;

• the appointment of a registrar;

• notifying an RIS in relation to changes to equity and debt capital; and

• compliance with, in particular, Chapters 4, 5 and 6 of the Disclosure and Transparency Rules.

As a company with a Standard Listing, the Company will, following Admission, not be required to comply with, inter alia, the provisions of Chapters 6 and 8 to 13 of the Listing Rules, which set out more onerous requirements for issuers with a Premium Listing of equity securities. These include provisions relating to certain listing principles, the requirement to appoint a sponsor, various continuing obligations, significant transactions, related party transactions, dealings in own securities and treasury shares and contents of circulars.

The Company notes that in the case of an acquisition, the UKLA may consider the Company to be a Special Purpose Acquisition Company and that an acquisition may trigger the reverse takeover provisions set out in Listing Rule 5.6. The Company does not currently anticipate making any acquisitions.

The Company will comply with Chapter 5 of the Listing Rules (Suspending, cancelling and restoring listing and reverse takeovers). If completing a Reverse Takeover, the Company’s existing Standard Listing will be cancelled and the Company intends to apply for a new Standard Listing or a listing on another appropriate securities market or stock exchange for the ordinary share capital of the Company. The granting of a new Standard Listing or a listing on another appropriate securities market or stock exchange following a Reverse Takeover cannot be certain. The Company may have its listing suspended in the event of a Reverse Takeover.

On announcing a Reverse Takeover (or in the event of a leak of information prior to announcement), the Ordinary Shares would typically be suspended unless sufficient information was available to Shareholders and the wider market in the form of an approved new prospectus. This will be discussed with the UKLA at the time. During the period of suspension, the Company would remain subject to the continuing obligations of a Standard Listing.

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As mentioned above, while the Company has a Standard Listing, it is not required to comply with the provisions of, among other things:

• Chapter 6 of the Listing Rules containing additional requirements for the listing of equity securities, which are only applicable for companies with a Premium Listing;

• Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company does not have and does not intend to appoint such a sponsor in connection with its publication of this document, the Placing, the Subscription or Admission;

• Chapter 9 of the Listing Rules regarding continuous obligations for a company with a Premium Listing, which includes, inter alia, requirements relating to further issues of shares, the ability to issue shares at a discount in excess of 10% of market value, notifications and contents of financial information that are not applicable to the Company;

• Chapter 10 of the Listing Rules relating to significant transactions meaning any subsequent additional acquisitions by the Company, will not require shareholder approval under this Chapter (although such approval may be required for the purposes of facilitating the financing arrangements or for other legal or regulatory reasons);

• Chapter 11 of the Listing Rules regarding related party transactions. It should therefore be noted that related party transactions will not require Shareholder consent;

• Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares; and

• Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY’S COMPLIANCE WITH ANY OF THE LISTING RULES WHICH THE COMPANY HAS INDICATED IN THIS DOCUMENT THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY. HOWEVER THE FCA WOULD BE ABLE TO IMPOSE SANCTIONS FOR NON-COMPLIANCE WHERE THE STATEMENTS REGARDING COMPLIANCE IN THIS DOCUMENT ARE THEMSELVES MISLEADING, FALSE OR DECEPTIVE.

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IMPORTANT INFORMATION, PRESENTATION OF FINANCIAL AND OTHER INFORMATION AND NOTICES TO INVESTORS

In deciding whether or not to purchase Ordinary Shares, prospective purchasers should rely only on their own examination of the Company and/or the financial and other information contained in this document.

Purchasers of Ordinary Shares must not treat the contents of this document or any subsequent communications from the Company or any of its respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

Prospective investors should inform themselves as to:

• the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares;

• any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and

• the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

No person has been authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. Without prejudice to the Company’s obligations under the FSMA, Prospectus Rules, Listing Rules and Disclosure and Transparency Rules, neither the delivery of this document nor any subscription made pursuant to it will, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any time subsequent to its date.

This document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and has been approved by the FCA under section 87A of FSMA. This document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. No arrangement has however been made with the competent authority in any other member state of the EEA (or any other jurisdiction) for the use of this document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction.

This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation to subscribe for or the solicitation of an offer to buy or subscribe for, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the UK into whose possession this document comes are required by the Company to inform themselves about, and to observe any restrictions as to the offer or sale of Ordinary Shares and the distribution of this document under, the laws and regulations of any territory in connection with any applications for Ordinary Shares, including obtaining any requisite governmental or any other consent and observing any other formality prescribed in such territory.

No action has been taken or will be taken in any jurisdiction by the Company or the Directors that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action being taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdictions. Any failure to comply with this restriction may constitute a violation of the securities laws of any such jurisdiction. Neither the Company nor any of the Directors or the Proposed Directors accepts any responsibility for any violation of any of these restrictions by any other person.

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An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company’s objectives will be achieved.

It should be remembered that the price of the Ordinary Shares, and any income from such Ordinary Shares, can go down as well as up.

This document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles, which prospective investors should review.

FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Part I: Information on the Company, Investment Opportunity and Strategy” and elsewhere in this document include forward-looking statements which reflect the Company’s or, as appropriate, the Directors’ or the Proposed Directors’ current views, interpretations, beliefs or expectations with respect to the Company’s financial performance, business strategy and plans and objectives of management for future operations. These statements include forward-looking statements both with respect to the Company and the sector and industry in which the Company proposes to operate. Statements which include the words “expects”, “intends”, “plans”, “believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue”, “estimate”, “future”, “opportunity”, “potential” or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements.

All forward-looking statements address matters that involve risks and uncertainties because they relate to events that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company’s actual results, prospects and performance to differ materially from those indicated in these statements. In addition, even if the Company’s actual results, prospects and performance are consistent with the forward-looking statements contained in this document, those results may not be indicative of results in subsequent periods. Important factors that may cause these differences include, but are not limited to:

• the Group’s ability to implement effective growth strategies for its business;

• the Group’s ability to ascertain the merits or risks of the operations of its business;

• the Group’s ability to deploy the Net Proceeds on a timely basis;

• changes in economic conditions generally;

• impairments in the value of the Group’s assets;

• the availability and cost of equity or debt capital for future transactions;

• changes in interest rates and currency exchange rate fluctuations, as well as the success of the Group’s hedging strategies in relation to such changes and fluctuations (if such strategies are in fact used); and

• legislative and/or regulatory changes, including changes in taxation regimes.

Risks and uncertainties which are material and known to the Directors and the Proposed Directors are listed in the section of this document headed “Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in this document.

Any forward-looking statements in this document reflect the Company’s, or as appropriate, the Directors’ and the Proposed Directors’ current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’s future business, results of operations, financial conditions and growth strategy. For the avoidance of doubt, nothing in this paragraph qualifies the working capital statement set out in paragraph 13 of Part VII: Additional Information of this document.

These forward-looking statements speak only as of the date of this document. Subject to any obligations under the Prospectus Rules, the Market Abuse Regulation, the Listing Rules and the Disclosure and Transparency Rules and except as required by the FCA, the London Stock Exchange, the City Code or applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral

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forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

NOTICE TO US SHAREHOLDERS AND SHAREHOLDERS IN CERTAIN RESTRICTED JURISDICTIONS

The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the US.

The Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, The Ordinary Shares may not be taken up, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, and this document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act.

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The rights of holders of Ordinary Shares are governed by English law and by the Articles. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations.

NOTICE TO EEA SHAREHOLDERS

In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a “relevant member state”) with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the “relevant implementation date”), no Ordinary Shares have been offered or will be offered pursuant to the Placing or the Subscription to the public in that relevant member state prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of Ordinary Shares may be made to the public in that relevant member state at any time:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43 million; and (iii) an annual turnover of more than €50 million, as shown in its last annual or consolidated accounts;

(c) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such relevant member state; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

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For the purpose of these provisions, the expression an “offer to the public” in relation to any Ordinary Shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Placing and any Ordinary Shares to be offered so as to enable an investor to decide to purchase any Ordinary Shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression “Prospectus Directive” includes any relevant implementing measure in each relevant member state.

In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company has been obtained to each such proposed offer or resale. Each of the Company and its respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

NOTICE TO OVERSEAS SHAREHOLDERS

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors, the Proposed Directors and executive officers. The Company is incorporated under the laws of England and Wales and the majority of the Directors and the Proposed Directors are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors or the Proposed Directors within the Overseas Shareholder’s country of residence or to enforce against the Directors or the Proposed Directors judgments of courts of the Overseas Shareholder’s country of residence based on civil liabilities under that country’s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors or the Proposed Directors who are residents of the United Kingdom or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or the Proposed Directors in any original action based solely on the foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

NOTICE TO ALL SHAREHOLDERS

Copies of this document will be available on the Company’s website, www.devclever.co.uk from the date of this document until the date which is one month from the date of Admission.

THIRD PARTY INFORMATION

Where information contained in this document has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

DATA PROTECTION

The Group may delegate certain administrative functions to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Group (or any third party, functionary or agent appointed by the Group) for the following purposes:

(a) verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering or anti terrorism procedures;

(b) carrying out the business of the Group and the administering of interests in the Group;

(c) meeting the legal, regulatory, reporting and/or financial obligations of the Group in the United Kingdom or elsewhere; and

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(d) disclosing personal data to other functionaries of, or advisers to, the Group to operate and/or administer the Group.

Where appropriate, it may be necessary for the Group (or any third party, functionary or agent appointed by the Group) to:

(a) disclose personal data to third party service providers, agents or functionaries appointed by the Group to provide services to prospective investors; and

(b) transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights or freedoms of prospective investors as the United Kingdom.

If the Group (or any third party, functionary or agent appointed by the Group) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

DEFINED TERMS

Except for certain names of natural persons and legal entities and capitalised terms that need no further explanation, the capitalised terms used in this document, including capitalised abbreviations, are defined or explained in Part VIII: Definitions, starting on page 137 of this document.

CURRENCY

Unless otherwise indicated, all references in this document to “GBP”, “£”, “pounds sterling”, “pounds”, “sterling”, “pence” or “p” are to the lawful currency of the United Kingdom.

NO INCORPORATION OF WEBSITE TERMS

Except to the extent expressly set out in this document, neither the content of the Group’s website or any other website nor the content of any website accessible from hyperlinks on the Group’s website or any other website is incorporated into, or forms part of, this document.

GOVERNING LAW

Unless otherwise stated, statements made in this document are based on the law and practice currently in force in England and Wales and are subject to changes in such laws.

NOTICE TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to

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the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cornhill will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document 15 January 2019

Latest time and date for receipt of completed subscription letters 1 p.m. on 16 January 2019

Payment to be received from investors pursuant to the Placing in cleared funds

1 p.m. on 17 January 2019

Payment to be received from investors pursuant to the Subscription in cleared funds

1 p.m. on 17 January 2019

Announcement confirming results of Subscription 17 January 2019

Admission and commencement of unconditional dealings in Ordinary Shares

21 January 2019

Crediting of Ordinary Shares to be held in uncertificated form to CREST accounts

21 January 2019

Despatch of definitive share certificates for Ordinary Shares in certificated form by no later than (being 10 Business Days from Admission)

4 February 2019

All references to time in this Document are to London time unless otherwise stated.

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PLACING AND SUBSCRIPTION STATISTICS

Number of Existing Ordinary Shares 283,500,000

Placing Price £0.01 per Ordinary Share

Number of Placing Shares 59,000,000

Number of Subscription Shares up to 10,000,000

Enlarged Share Capital in issue following the issue of the Placing Shares and the minimum number of Subscription Shares at Admission

364,500,000

Enlarged Share Capital in issue following the issue of the Placing Shares and the maximum number of Subscription Shares at Admission

374,500,000

Percentage of Enlarged Share Capital represented by Placing Shares 15.75% to 16.19%

Minimum gross proceeds of the Placing and Subscription £590,000

Maximum gross proceeds of the Placing and Subscription £690,000

Minimum proceeds of the Placing and the Subscription receivable by the Company (after deduction of transaction costs)

Approximately £372,000

Maximum proceeds of the Placing and the Subscription receivable by the Company (after deduction of transaction costs)

Approximately £472,000

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DIRECTORS, AGENTS AND ADVISERS

Directors Christopher Michael Jeffries (CEO, Founder and Executive Chairman)

Nicholas Abdo Rodney Ydlibi (Finance Director)

(All c/o the registered office)

Proposed Directors Chantal Benedicte Forrest (Non-Executive Director)

David Rudi Ivy (Non-Executive Director)

(All c/o the registered office)

Company Secretary Nicholas Abdo Rodney Ydlibi

Registered Office Ventura House Ventura Park Road Tamworth Staffordshire, B78 3HL

Broker Cornhill Capital 4th Floor 18 St Swithins Lane London EC4N 8AD

Solicitors to the Company Fladgate LLP 16 Great Queen Street London WC2B 5DG

Auditors and Reporting Accountants PKF Littlejohn LLP 1 Westferry Circus Canary Wharf London E14 4HD

Registrar Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD

Bankers Santander UK plc Bridle Road Bootle Merseyside L30 4GB

Website www.devclever.co.uk

ISIN GB00BH452L44

SEDOL BH452L4

LEI 2138006G7ZHS9SD8XY62

Ticker DEV

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PART I INFORMATION ON THE COMPANY AND ITS BUSINESS

1. Introduction

The Group’s trading business, DevClever, is a software development company established in 2013. It has grown into a credible, recognised digital innovation brand, and has a range of blue-chip clients and educator customers, primarily within the UK.

Working in partnership with its clients, the Group has developed proprietary software and applications which enable rapid development and deployment of its products and which have been successfully delivered across multiple sectors and received industry accolades and recognition for the use of innovative, interactive and immersive technologies.

The Group’s business has grown organically, utilising the Group’s own brought forward trading surpluses to develop its product portfolio. Financial year of 2017/2018 has seen the Group focusing on the commoditisation of its core gamification, education and experience products, supported by debt finance in advance of the proposed Placing and Admission.

Significant investment over the last year means that the Group is now able to move towards becoming a productised SaaS business, offering its existing and new customers products on an annual licence basis.

Conditional upon Admission, the Group intends to use the Net Proceeds to scale its resources to capitalise on the Group’s new product portfolio and achieve accelerated growth across its three chosen business channels Engage, Educate and Experience (see paragraph 3 of this Part I for further details).

2. Existing customer base

The Group’s customers currently include, among others:

Engage

• Britvic Plc (J20, Drench, Robinsons, Pepsi Max)

• Mitchell & Butler (Toby Carvery, Nicholson’s, Stonehouse, Harvester Restaurants)

• Timothy Taylor Brewery

• Whitbread PLC (Brewers Fayre)

• Swinton Insurance

Educate

• FE Colleges (Solihull College & University Centre, City of Wolverhampton College, Warrington Collegiate, South Cheshire College, Stafford College, Kidderminster College)

Experience

• Well Pharmacy

• Celtech Group

• ReThink Productivity

3. The Group’s technology

Working in collaboration with clients and end users in different sectors, the Group has invested over £600,000 in the last five years in developing proprietary software platforms and immersive frameworks to reshape the way its clients engage, acquire and retain their customers and employees through experience, rewards and incentives. The Group applies its technology in three core channels:

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• Engage: fully controlled voucher and incentives based consumer activations such as the Whitbread PLC Brewers Fayre Great Summer Giveaway Campaign with 1,000,000 prizes allocated through The Group’s proprietary gaming engine.

• Educate: interactive and immersive careers platform to drive school leaver enrolment and recruitment. This currently includes the FastForward careers engine, used by Solihull College and accessed through its website, also built and hosted by the Group.

• Experience: immersive customer and consumer experiences, which include Vanguard, an early stage multi-player, cross-platform space combat game revealed at the EGX exhibition at the National Exhibition Centre on 20 September 2018.

In developing its applications the Group uses a combination of open source software and off the shelf development tools.

3.1 Engage

Gamification & Loyalty

The Group has developed a proprietary gamification engine and Customer Relationship Management system (CRM), providing global brands and major retail customers with end-user consumer experiences designed to drive customer acquisition and loyalty. Its products range from fully managed instant win and skill based promotional solutions to incentivised loyalty programmes and augmented reality consumer experiences. The proprietary engine allows the Group to provide rich customer experiences through light-weight software, which is easy to integrate into existing websites, mobile applications and social media platforms. The Group’s software is classified as light-weight as it requires minimal integration into a customer’s IT platform to host a promotion. They can, therefore, be developed and deployed quickly and are cost efficient for its customers.

The amount of instant win prizes, offers, vouchers and rewards given away is fully controlled by the Group’s unique gamification engine which allocates the exact number of winners and prizes evenly throughout a campaign regardless of how many users play the game. This enables its customers to accurately set and control the prize budget.

The proprietary gamification engine is specifically developed to communicate with the client’s existing EPOS solution enabling a seamless customer redemption experience without the need to change any of its main internal systems or additional investment in new hardware. Redeemable vouchers and rewards are created in the cloud in real-time and delivered to the user’s mobile device which can be claimed and redeemed at the client’s venue instantly.

This process is driven by integrating with strategic global partners that provide EPOS solutions across the hospitality, leisure and retail sectors as well as voucher and coupon validation for FMCG suppliers. The Group is able to offer its products directly to any company anywhere in the world that currently uses these systems at the same time as expanding the Group’s integration partner network.

The Group’s products can also be used by consumer brands as part of their marketing and shopper activation campaigns, directly rewarding purchases of their specific products in the clients’ venues via the Group’s redemption integrations, which are pre-programmed prize redemption mechanics that enable prizes to be issued to customers as either a digital voucher or cash payment.

The Group has integrations in progress with the following partners:

• Oracle

• Valassis

• Eagle Eye Solutions Group plc

• Toshiba Corporation

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An overview of the customer journey undertaken as part of one of the Group’s on-line games is outlined in the chart below. The process for activating a game and identifying the outcome is highlighted on the right-hand data flow. The journey starts with the activation of the game to confirmation of the gaming outcome. The left-hand chart outlines the prize redemption data flow, from receipt of customer data, through a range of redemption mechanics, to notification of settlement.

Chart 1

Range of Gamification & Loyalty Products

Instant Win Games

Instant win games are designed for high impact consumer engagement. The Group has developed an extensive range of digital “Spin to Win” and “Scratch Card” games that enhance customer experience, whilst fully controlling the allocation of prize incentives throughout the campaign.

Games are personalised in line with brand and/or promotional design guidelines and integrate seamlessly with social and digital campaigns, as well as providing easy consumer access via scan and Snapchat codes printed on POS marketing assets.

Skill Based Games

The Group’s interactive skill-based games are designed to encourage repeat engagement with a promotion to increase the longevity of a campaign. These games enable customers to offer and control larger prizes to drive

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engagement as well as allocate smaller rewards such as vouchers and coupons based on the consumers’ performance in the game.

The Group has developed a variety of fun and immersive skills-based challenges that are suitable for both adults and children of all age ranges and abilities, with the opportunity for the customer to fully customise design, game playability and level of difficulty. The Group’s gaming frameworks have flexibility to add an extra dimension to a campaign through the option to include 360 ̊ VR environments, 3D multi-level platforms and arcade mini-games that will test skills such as reaction, memory and knowledge.

Win & Reward Loyalty

A digital consumer loyalty framework, enabling clients to offer customers a combination of on-going loyalty incentives accompanied by instant win rewards. Customers earn loyalty stamps on personalised digital stamp cards, whilst every purchase can be incentivised with an instant win promotion.

The “Win & Reward” platform enables deployment of campaign-based loyalty programmes which can be tailored by season, theme or specific campaign. These can be run as a stand-alone incentive or integrated into a client’s main loyalty application, allowing the targeting of key and niche demographics.

The gamification engine adds an extra dimension to the loyalty campaign by rewarding every purchaser with a chance to win an instant prize or discount voucher. Vouchers are designed to be stored in users’ digital wallets and digital communications drive redemptions and repeat purchase activity.

Self-Activating POS Kit

Targeted at brands and resellers, the self-activating POS kit is a digital platform that incentivises store managers and their teams to engage with a brand’s promotional campaign through interactive gamification.

System analytics enable brands to track and monitor the effectiveness of the distribution of their promotional campaign materials, such as POS kits, and measure the success rate of activations by venue. Effected through smartphone technology, the kits are activated by scanning a QR Code and entering the unique number located on the POS packaging label. Store managers gain access to a package of online training materials including instructional videos and a 360° interactive store environment to support an effective product launch. Store managers can also be incentivised to participate through use of the instant win platform to receive rewards.

Customer benefits from the Group’s gamification products include:

• no requirement to download an application;

• full control over the volumes and value of prize funds awarded, including the ability to offer multiple prize values and reward types;

• fully hosted campaign promotion including full campaign visibility via live online dashboard;

• ability to run on a standalone URL or through integration with existing marketing platforms and mobile apps or POS solutions; and

• secure GDPR compliant data processing.

3.2 Educate

Working directly with students, schools, colleges, employers and apprentice providers, the Group has developed a series of products targeting the marketing and recruitment processes of further or higher education providers and apprenticeship providers.

These digital solutions increase clients’ ability to recruit school leavers and graduates by providing them with government backed careers information upon which they can make informed decisions about their future. The user is then directed to relevant employers, educators and apprenticeship providers that support their chosen career path.

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Launch Pad & Launch Pad VR Careers Engine

One example of the Group’s services, Launch Pad Careers engine, responds to the young person’s personality and interests, and intelligently suggests relevant careers. This is supported by provision of information, including employment growth and salary expectations, to help inform decisions about their future career choices. Launch Pad is expected to be available as a fully immersive and interactive virtual reality platform designed to enrich and personalise a student’s careers advice.

Launch Pad will be linked directly to available courses, apprenticeships and employment vacancies which the young person can immediately apply for. Subscription is expected to be based on an annual license available to schools, academies, FE colleges, universities, apprenticeship providers and employers. Launch Pad will offer a step change in how information is impartially delivered to young people who are approaching the end of their school cycle.

The Group expects to roll this service out to schools nationally, online, mobile and in VR, in 2019.

The Launch Pad application will be supported by a series of bolt-on modules the Group has developed that are expected to allow the Group’s customers to leverage more value from the Launch Pad platform by simplifying internal marketing and enrolment processes, reducing demands on internal resource. These modules are:

• Clever Hub – a centralised course and content management system that presents course information including deliverables in real-time. The Clever Hub integrates into all of the Group’s education products and other college digital platforms, including websites. Clever Hub is also able to integrate into third party websites, including UCAS. Clever Hub ensures that all content is kept up to date on a real time basis.

• Clever FLIP – an innovative communication package that integrates with the Group’s Clever Hub system and replaces the more traditional printed prospectus for colleges and universities. The Clever FLIP is remotely accessible from a range of devices and is designed to present information to students in an engaging and informative way.

• Clever Form – an on-line booking system that enables students to access FE college open days and provides colleges with the information to track student demographics and attendance to support marketing plans.

3.3 Experience

Immersive AR & VR

The Group’s proprietary mobile, core multi-user framework enables the rapid development of cross-platform, multi-player fully immersive consumer experiences. The Group has entered into high level discussions with major retail and leisure brands on the opportunity to roll out immersive applications within their UK markets.

The Group’s Immersive Consumer Experiences

Instore Experiences: working within its existing customer network, the Group expects to roll out AR & VR consumer experiences on a revenue share model that is linked to the purchase of a premium product. The Group’s first virtual reality, multi-player gaming platform, Easter Squad, is in final development stages with commercial launch expected in the second quarter of the financial year of 2018 / 2019.

Direct to Consumer Market: The Group intends to release an early beta (VR only) version of its first direct-to-consumer immersive game, Vanguard, in the second quarter of 2019, with the full beta version intended to be released in the fourth quarter of 2019. This is the Group’s first cross-platform, multi-player game where players can compete live on any device including Mobile, PC and VR. The game is expected to be driven by in-app purchases, this innovative, competitive game is intended to position the Group within the gaming community.

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4. Key strengths

The Directors and the Proposed Directors believe that the Group’s core strengths lie in the following areas:

• Proprietary products. The Group’s portfolio includes proprietary products that are already developed and ready to commoditise across markets. The Group’s intellectual property is owned by the Subsidiary, although due to the nature of the platforms operated, such intellectual property is unregistered, except in relation to certain website domains and trademark applications.

• Product portfolio. The Group has a broad product portfolio, covering customer loyalty and incentivisation, virtual and augmented reality experiences and marketing and student engagement within the education sector.

• Blue-chip customer base. The Group’s customer base includes leading names within the UK retail and hospitality sectors, including Mitchell & Butler, Britvic PLC, Whitbread PLC and Well Pharmacy.

• Scalable revenue model. By adopting a SAAS business model, the Group has created a business model based on a combination of commoditised gaming products, direct to consumer experiences and repeat licence and subscription income.

• High growth markets. The Group operates in three primary sectors:

• gamification of customer loyalty, which is undergoing substantial change as retailers move from paper based to digital offers;

• virtual/augmented reality experiences; and

• further/higher education engagement. The new DFE careers strategy published in December 2017 has an emphasis on quality careers guidance founded on the eight Gatsby benchmarks of good career guidance.

5. The Market Opportunities

The digitisation of the coupon, gift vouchers and loyalty-based rewards markets

Studies by Valassis (2K18 Coupon Intelligence report), albeit focussed on the US market, demonstrate that customers are increasingly on a quest to save, with 94% of shoppers making use of coupons (whether printed or digital). Frequent coupon users have increased from 38% of all shoppers in 2016 to 45% in 2018. Within this trend the numbers of customers making use of digital / paperless coupons has increased from 66% to 75%.

In 2017, overall digital coupon distribution increased by 27% with a 47% increase in paperless redemption, despite an overall decline in total coupon redemptions as marketers reduced traditional forms of printed coupon.

The digitisation of the coupon, gift vouchers and loyalty-based rewards markets reduces the costs associated with the handling and distribution of traditional paper and plastic alternatives as well as eliminating costs associated with fraudulent copies of the same coupons and vouchers. Digitisation also provides brands and merchants with the ability to have real-time tracking and reporting of their marketing campaigns. When coupled with additional user insight data, digital rewards can also be personalised for their recipients.

Retailers and consumer brands are increasingly using digital media to market and distribute coupons and vouchers to both current and target customers. Growth in this market is driven by the greater integration with social media platforms and smart devices. The trend of increased digitisation displays a step change in brands’ and retailers’ strategies to develop longer term relationships with customers through data analytics and campaign targeting.

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Competitors within this market

The Directors believe that there are four main types of competitors to the business:

• EPOS providers. A number of EPOS providers have the capability of promotional offers that can be issued at the point of sale or from a retailer’s CRM system. The Directors and the Proposed Directors believe that these companies tend to offer a single point-to-point solution and do not tend to have channel marketing capabilities. Companies that fall into this category include Micros Systems Inc., Retalix Ltd. and Zonal Retail Data Systems Ltd.

• Marketing agencies. Marketing agencies have the ability to deliver promotional offers on behalf of retailers and hospitality companies. They have the breadth of channels in which to issue the offers. This group includes VoucherCloud, VoucherCodes, WEVE Limited and WPP Plc.

• Direct competitors within the technology sector. There are a number of firms specialising in the development of loyalty platforms with the ability to issue, redeem and report on promotional offers. Whilst these companies offer a complete solution, the Directors and the Proposed Directors believe that these solutions can be expensive to implement due to infrastructure requirements and can limit the range of promotional mechanics that can be applied. This group of competitors includes Eagle Eye Solutions Group plc, I-Movo and Mobilize.

• Providers of paper and/or plastic solutions. The current market for paper and/or plastic solutions in the UK is dominated by Catalina and Valassis. The Company is in discussions with Valassis to integrate its portfolio of gaming products into the Valassis customer offer.

Background to the virtual and augmented reality opportunity

Gaming market context:

The global games market was estimated to be worth US$116 billion in 2017 (Newzoo November 2017), up 10.7% on the previous year and with up to 2.6 billion players worldwide (Unity, April 2017). With a projected compound annual growth rate of 8.2% over coming years, it is expected to reach US$143.5 billion by 2020 (Newzoo November 2017). Mobile gaming accounts for 43% of the global market. The Group’s direct to consumer experiences are designed to run across multiple platforms giving the Group access not just to the VR segment but to the broader mobile gaming market.

Virtual (VR) and augmented reality (AR)

It is forecast that by 2022, VR content will generate US$21.2 billion per annum, with game revenue of US$12 billion and video revenue of US$9 billion (PWC June 2018). There are expected to be an estimated 175.2 million VR headsets in consumers’ hands up from an estimated 37.6 million at the end of 2017 (PWC June 2018). Virtual reality represents the UK’s fastest growing entertainment and media sector, growing at 34% per annum to reach revenue of £1.2 billion by 2022.

The mobile augmented reality market could hit over 1 billion users and US$60 billion revenue globally by 2021 (Digi Capital, June 2017).

Currently, VR device solutions are typically grouped into the following segments:

• the premium PC-connected / console driven full-immersion experience, such as that provided by Oculus, HTC Vive and Playstation VR;

• the stand-alone market without the need for a phone or PC such as the Oculus Go and Vive Focus;

• the premium smartphone headsets that you wear, such as the Samsung Gear VR; and

• the entry-level, cost-efficient handheld VR solutions, such as the Google Cardboard.

Each of these approaches offers the user a very different experience, despite carrying the blanket description of “virtual reality display”. VR content also differs with content either being 3D modelled assets, which allows a deep immersive experience or 360-degree videos which are cheaper and easier to create in comparison but offer passive experiences.

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Although the experience users may get from smartphone-based VR can be compelling, at present the Directors and the Proposed Directors believe that, as at the date of this document, the most immersive VR experiences come from using the more expensive PC-connected headsets. These tend to offer higher fidelity graphics and motion tracked controllers, which, despite recent reductions in costs from major HMD providers, represents a barrier to widespread VR adoption. Further barriers exist as the premium PC-connected experience requires the user to have access to a powerful PC with a premium graphics card.

This barrier to entry is currently being addressed by the key VR hardware manufacturers. Oculus recently launched the Oculus Go, a premium HMD at a lower price that mitigates the requirement for a PC, while aiming to provide the user with a premium experience. This is priced at £199, compared to the Oculus Rift, which requires a PC and is currently priced at £399. Additionally, HTC recently launched the HTC Focus in China at a price equivalent to £450, which, like the Oculus Go, also mitigates the requirement for a PC. The HTC VIVE Focus was launched globally on 8th November 2018 and is currently available to business developers at prices starting from £549, inclusive of VAT.

The Directors and the Proposed Directors believe that products such as the Oculus Go and the HTC Focus, together with other developments in the market, will further increase the number of VR consumers, thereby increasing the Company’s potential customer base over the coming years. Expected strong growth is being forecast in the VR industry over the coming years across multiple sectors as demonstrated by the number of companies coming to the market such as EVR Holdings Ltd (Melody VR) and Immotion Group in the entertainment space and VR Education Holdings in the Education sector.

The Directors and the Proposed Directors believe that forecasted increase in ownership of VR headsets in the coming years and, in particular, those which do not require a high-specification PC such as the Oculus Go / HTC Focus, will help drive demand for VR across multiple sectors.

6. The Groups Business Plan and Strategy

The Group’s objective is to generate an attractive rate of return for Shareholders, through both trading income and capital appreciation, by developing, marketing and selling computer software applications to corporate clients and direct to the customer. The Directors intend for the Group to achieve this objective by implementing its business strategy with the Directors’ overall supervision.

The Group intends to focus on its three core sectors of operation by commoditising its existing product suite and by applying existing technology in innovative ways, rather than on creating new technologies.

Engage

The Group looks to integrate and productise its proprietary gamification technology enabling both merchants and brands operating within the retail and hospitality sectors to obtain the benefits of digital loyalty programmes without the need for expensive / restrictive developments to their CRM and EPOS platforms.

Educate

By focusing on its Launch Pad application, the Group plans to fully integrate and productise its education platforms to provide a “total marketing solution” to colleges, universities and private educators. This simple and efficient system is expected to allow educators to have control and visibility of their marketing, and guide students to make the right decisions for their future. As a result of national education budget cut-backs, colleges and universities are being forced to merge. Consequently, their marketing resources are being scaled down substantially. The Directors and the Proposed Directors, therefore, believe that the Group’s education platform will become a vital system across the education market. The Directors and the Proposed Directors believe that the Launch Pad platform, sold on a subscription (or annual license) model, is the future of student and apprentice enrolment.

Experience

The Group intends to expand its immersive experience team. The virtual, augmented and mixed reality games market is projected to be worth up to $8.8 billion by the end of 2020, equating to an increase of 633% since 2016.

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The Group intends to capitalise on such mass demand by providing fully immersive brand experiences to the Group’s existing customers.

As part of implementing its expansion strategy, the Group:

• has showcased three live gamification and loyalty demonstrations on the Oracle exhibition stand at the Restaurant Show on 25-26 September 2018. The Group has demonstrated the seamless consumer experience and advanced benefits of using our technology with the Oracle EPOS system to existing Oracle customers. This is the first introduction of the Group’s integrated products working with Oracle’s EPOS solution to the restaurant sector and the Group aims to establish a large sales pipeline of restaurant operators;

• launched its pilot version of Launch Pad, the Group’s fully interactive virtual reality careers platform in conjunction with Strafford and Solihull College and University at the World Skill Show between 16 and 18 November 2018. For the first time these institutions will be presenting their offering in full virtual reality and linking them directly to careers in the area. The Group’s objective is to demonstrate the level of engagement VR brings to the careers sector and promote the “Step Change” that Launch Pad offers at the same time as establishing a sales pipeline of colleges, employers and apprenticeship providers; and

• has launched an alpha (trial) version of its Vanguard space combat game at the EGX gaming exhibition in September 2018. Vanguard will be the Group’s first full-scale multi-user cross platform, including virtual reality, compatible computer game. The Group expects to launch the an early beta (VR only) version in the second quarter of 2019, to be followed by the full beta version of this game in the fourth quarter of 2019.

7. Revenue model

The Group has traditionally generated most of its revenues through bespoke development projects with revenue recognised in line with the percentage of work completed towards agreed project milestones at agreed contractual rates. In financial year of 2016 / 2017, bespoke development work accounted for 80% of the Group’s total revenue. Subscription and hosting fees in respect of the Group’s intranet products for both corporate and education sector customers accounted for 17% of the Group’s revenues. These are recognised and invoiced on a monthly basis. Sales of instant win promotions are recognised in line with the percentage of work completed towards agreed project milestones and accounted for 3% of revenues.

In the course of financial year ended on 31 October 2018, the Group focused on commoditising its products, standardising the frameworks for its gamification portfolio and its education and intranet-based products with a view to transform from bespoke developer to a supplier of standard software solutions under a SaaS model. This has involved significant internal investment in developing the Group’s existing solutions to fit the new model. Further internal investment has also been made in developing the Group’s virtual and augmented reality customer experiences. Whilst total revenues have been impacted by this internal investment, the revenue mix is forecast to change for the year ended such that 40% of revenues have arisen from on-going subscription and hosting fees, 42% from gamification and 18% from bespoke development activity.

As a result of the changes made, the Directors and the Proposed Directors believe that future revenues will be underpinned by a SaaS model that is based on repeat purchases, whether as part of an on-going licence, series of promotional campaigns, interactive customer experiences or in application purchases. These vary by segment with the key features for each segment being:

Engage:

• Brand sales – standard tariff for gamification products with typical promotion cost of between £8,000 and £25,000, depending on the nature of the campaign.

• Merchant sales – revenue model based on linking merchant retail systems to gamification platform and running regular activations. Annual licence and hosting fee model with additional one-off charge for set up costs. Hosting fees based on number of outlets supported.

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Educate:

• Annual subscription fee model for both the Launch Pad careers engine and supporting marketing modules.

Experience:

• Freemium model for consumer games (e.g. Vanguard) with all revenues arising from in application purchases.

• Revenue from experience implants across leisure and hospitality sector, based on share of admission price, whether a direct charge or through a premium price mechanic.

The Subsidiary has utilised a combination of its existing reserves and debt finance to accelerate the development of the new product portfolio and the target customer base. These investments and associated marketing and promotional activity have resulted in the Subsidiary making a loss in the six months period ended on 30 April 2018 and, together with the expenses of the Placing, the Subscription and Admission are also expected to result in a loss in the financial year ended on 31 October 2018.

On 14 December 2018, the Company raised a gross amount of £335,000 by way of issue and allotment of 33,500,000 Ordinary Shares to certain investors at the issue price of £0.01 (Pre-IPO Fundraise).

Assuming that the Placing and Subscription complete, the proceeds of the Placing and the Subscription are expected to restore the balance sheet and provide further working capital to the Group.

8. Use of Proceeds and sensitivity analysis

To facilitate the Group’s expansion during 12 months from Admission, the Directors had established that a further investment of £578,000 (gross) was required in order to deliver the forecasted growth. This investment has been raised through the Placing (conditional only on Admission) and will complement the amounts previously raised through convertible debt (being the £210,000 Syminex Facility) and the Pre-IPO Fundraise of £335,000. The gross proceeds of the Placing will amount to £590,000, which will be in excess of the further gross investment required.

8.1 Key areas of investment

Four areas where the Group intends to invest in people as part of the business expansion noted below:

• sales roles to promote the Group’s solutions (including a Sales Manager, sales personnel and Account Managers);

• additional development and design resource to productise and support the Group’s solutions;

• project management roles; and

• marketing roles (including a Marketing Manager).

These areas of investment are included in the five areas of the Group’s overall expansion, as detailed in this paragraph 8.1 below.

Five areas where the Group wishes to fund its business expansion:

• funding and facilitating the Placing, the Subscription and Admission, outstanding expenses of which are estimated at £217,900 plus VAT as applicable;

• creation of sales, marketing and PR budget to support the Group’s sales ambition. The sales budget, in a total estimated amount of £172,000, is planned to provide a dedicated sales support, for Educate, Engage and Experience channels and is inclusive of travel, costs and sales commissions. The marketing and PR budget, in a total estimated amount of £33,000, is expected to provide for creation of marketing roles as outlined in this paragraph 8.1 above, for participation in conferences and exhibitions and for related capital expenditure;

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• increasing the Group’s development and project management resources to productise education platforms for colleges, universities, private educators and employers, and to support increased gamification. This will involve some capital expenditure to provide the infrastructure to support the new development and project management roles, as outlined in this paragraph 8.1 above; and

• as part of the sales, marketing and PR budget, creating a B2C marketing strategy to support the immersive experience products, supported by an experienced sales manager; and

• purchasing and/or leasing equipment, the costs of hardware acquisition and server leasing being estimated at £48,000.

The Company has raised gross proceeds of £590,000 through the Placing, conditional only on Admission, and proposes to raise up to additional £100,000 through the Subscription. In addition, the outstanding balance drawn under the Syminex Facility, in the total amount of £220,000 (principal and interest) will, on Admission, convert into Ordinary Shares, to be issued to such persons as Syminex may direct. The total costs of the Placing, the Subscription and Admission will be paid by the Group so that the minimum Net Proceeds will be approximately £372,000. The Net Proceeds will be used, principally, to continue the development and expansion of the Group’s business.

The Directors and the Proposed Directors anticipate that the Net Proceeds will be applied in the key areas of investment, outlined in this paragraph 8.1 above, as follows in the 12 months following Admission:

Expenses Estimated amount in first 12 months

£

Sales team (inclusive of travel and sales commission) 172,000

Additional development resource and related capital investment 60,000

Additional project management resource and related capital investment 46,000

Marketing and PR spend 33,000

Hardware acquisition and server leasing costs 48,000

Surplus working capital 13,000

TOTAL 372,000

Table 1

If the Net Proceeds exceed the amount of £372,000, any excess amount will constitute working capital surplus and will be used for the Company’s ongoing working capital needs, as and when they arise.

Assumptions on use of proceeds

The above table showing the use of proceeds anticipates that:

• the outstanding estimated expenses of the Placing, the Subscription and Admission are £217,900 plus VAT as applicable; and

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• in the first 12 months the Company will have one office only, located in the UK.

8.2 Staffing

The Group’s present and projected staffing, including the Directors, Senior Management, employees and contractors is as follows:

Department Staffing

Current 2018/19 2019/20 2020/21

Executive Directors 2 2 2 2

Sales 1 7 10 10

Marketing 0 1 2 2

Operations (project management)

2 4 7 8

Developers (including design) 13 19 24 29

Technical Support 4 5 5 5

Administration 2 2 2 2

Total 24 40 52 58

Table 2

Following the appointment of additional staff, the Company’s organisation chart is intended to be the following:

Chart 2

ALREADY EMPLOYED

PARTIAL TEAM ALREADY EMPLOYED

NEW POSITION

CEO / MD

FinanceDirector

OfficeManager

Support

Head ofMarketing

SocialMedia

SalesDirector

6x SalesManager

2x AccountManager

1x EventManager

OPS Director

Head of Design

Head ofIT Support

6xDesigners

Head ofIT Development

Head ofProjects

5x ProjectManagers

4x SupportAssistant

3xTesting

12xDevelopment

7xImmersive

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9. Dividend policy

The Company intends that the Group’s cash resources will be used for the operation, development and expansion of the Group’s business following Admission. The Board believes that the majority of earnings in the short term will be retained for use in business operations, not being distributed until the Company has an appropriate level of distributable profits. It does not therefore anticipate that any dividends will be paid in the short term. The declaration and payment by the Company of any dividends and the amount of them will be in accordance with, and to the extent permitted by, all applicable laws and will depend on the results of the Group’s operations, its financial position, cash requirements, prospects, profits available for distribution and other factors deemed to be relevant at the time.

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PART II DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

1. The Board and the Directors

On Admission, the Board will comprise four Directors, who collectively have experience and a proven track record in launching, operating and development of business ventures specialising in mobile and networking products, application development, immersive technology, web design and development and email marketing, finance, and governance and compliance and are well placed to implement the Company’s business objective and strategy. Any further appointments to the Board would be made after due consideration of the Company’s requirements and of the availability of candidates with the requisite skills and, where applicable, depth of sector experience. The Company will not be externally managed and the Board will have full responsibility for its activities.

Details of the Directors are set out below:

Christopher Jeffries CEO, Founder and Executive Chairman (Age 40)

Chris started his career in commercial radio and successfully preformed various roles from Commercial Director, Group SPI Director to Group Managing Director working for media brands such as Capital and MMI. Towards the end of that part of his career, Chris focused on introducing the adoption of digital into the media portfolio and, as a result, developed an invaluable client network across multiple sectors and developed reputation for integrating innovative technology into consumer-focused campaigns. In 2007 Chris established his own agency to capitalise on his previous success and to target brands and educators directly to help them adopt digital as part of their overall marketing objectives.

Chris founded DevClever in 2013 to exploit emerging opportunities in immersive customer experiences through the application of mobile technology and networking products and is the architect behind the Group’s development frameworks including its proprietary gaming engine, Launch Pad careers engine and communication tools (CleverFLIP and CleverHub). Chris’ expertise in the digital sector has resulted in him taking consultant roles in digital ventures specialising in facial recognition technology, educational applications and digital legacies. He has stepped back from these roles to concentrate solely on the growth of the Group across its three core channels, Engage, Educate and Experience.

Nicholas Abdo Rodney Ydlibi Finance Director (Age 52)

Nick is a chartered accountant and joined Dev Clever on a full-time basis in April 2018, following a 25 years career at Walgreens Boots Alliance, where he held a number of senior roles. His most recent role within that group was the Financial Controller for the UK Opticians division. He is a key member of the Group’s management team, controlling the day to day finances of the business and supporting the business plan and decision making to ensure that the Group delivers its financial goals.

Details of the Proposed Directors (appointed with effect from Admission) are set out below:

Chantal Benedicte Forrest Non-Executive Director (Age 57)

Chantal is a governance expert and an experienced director, company secretary and trustee. Between 1993 and 2001, Chantal served as Legal Manager & Assistant Company Secretary for Yorkshire Electricity Group Plc, where she was appointed as a Director of the Share Scheme Trustee Company and managed all major legal issues. Between 2002 and 2008, Chantal served as Company Secretary and Legal Counsel for WBB Minerals (now Sibelco UK) and was appointed director of the company and a trustee of its pension scheme. Between 2008 and 2014 she served as Company Secretary & General Counsel for Electricity North West, where she was part of the executive management team. Her most recent role, between 2014 and 2018 was serving as Group Company Secretary for Yorkshire Water Services Ltd / Kelda Group, where during her tenure she managed company secretarial, pensions, legal, insurance, GDPR and governance matters within the group and was a

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member of the Kelda Management Team. Currently, Chantal is a Governor and Chair of the Governors’ Health and Safety Committee for the Greenhead College. She is a corporate solicitor, is admitted as an attorney to the State Bar of California and as a barrister to the Bar of New South Wales, Australia.

David Rudi Ivy Non-Executive Director (Age 44)

David has over 19 years of experience in the digital sector. He served as an agency head, producing projects for BBC, BT, Bank of England, Microsoft, AVG, Fairtrade and many others. As such David has developed multiple products, including a CMS, E-Commerce platform and email marketing. In 1999 he established a web design and development agency, Ellipsis Media Ltd. Acting as a Creative Director / Digital Director between 1999 and 2010, he grew the agency into the dotDigital Group and created such leading products and revenue streams as dotMailer, dotEditor and dotCommerce, eventually taking the email marketing platform dotMailer to the UK’s number one spot and to listing on AIM. Following that he continued providing consultancy services to a variety of organisations, large and small, including Ebay, Monocle and Grosvenor, advising small to medium size companies on growth strategy and mentoring aspiring directors through company change. David has served as a trustee of the charity Prisoners of Conscience (213766) for eight years.

Further details of Directors’ and Proposed Directors’ service agreements and letters of appointments (as applicable) are set out in paragraph 10.5 of Part VII: Additional information of this document.

2. Senior Management

Michelle Rodger Head of Projects

Michelle is a highly experienced marketing professional with over ten years of experience specific to the education sector. In 2015 Michelle joined the Dev Clever team after working at Solihull College and University Centre, where, in 2011, Michelle was awarded the highly prestigious FE Marketing Professional award. Michelle heads the Dev Clever Project Team.

Zee Chaudhry Head of Technical

Zee founded his first digital venture whist still a student of Art and Design at the University of Wolverhampton, winning ‘Entrepreneur of the year 2011' from SpeedWM (a program run by University of Wolverhampton and the European Social Fund), whilst working with clients such as Nokia, Oxford University Press and Warwick University. Applying his understanding of design to his HND in Digital Media has enabled Zee to lead the development of all the Group’s college websites and related web-base products, including CleverFlip, CleverHub and CleverForm. Zee has extended his knowledge of the digital environment obtaining certifications in UI/UX design, mobile application development, Adobe web design suite and Web development using HTML and Java Script. Zee is the Subsidiary’s contractor, through his company Absolutebyte Limited, and supports the maintenance of the Group’s web based products and hosting environments.

Katie Jeffries Head of Design

Katie is a design and photography degree graduate and has applied her artistic skills in the field of UI/UX design, where she has worked for 12 years. Following a career in media publications, she joined the Group at its inception, as the head of the design team. Katie’s design concepts have won awards for her customers including FE Marketing Awards and Stationers Innovation Award. Her knowledge of web-based and mobile digital design has enabled Katie to design campaigns spanning a broad customer base including educators, gaming establishments, brands and retailers with solutions ranging from brand design to app. based board games. Katie is responsible for ensuring that the Group’s standardised product portfolio is given the bespoke look and feel required by its customers, in line with their brand aspirations.

Further details of Senior Managements’ service agreements and letters of appointments (as applicable) are set out in paragraph 10.5 of Part VII: Additional information of this document.

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3. Independence of the Board

Chantal Forrest and David Ivy are considered to be "independent" (using the definition set out in the FRC Corporate Governance Code). Additional executive or non-executive directors may be appointed at such time as the Board considers fit. In particular, the Company will consider the appointment of an independent non-executive Chairman once the Group’s operations and activities have reached an appropriate size.

4. Strategic decisions

Members and responsibility

The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the Company, and will have overall responsibility for setting the Company’s strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business. The Board will take appropriate steps to ensure that the Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules.

5. Corporate governance

On 14 January 2019 the Company entered into a relationship agreement with Christopher Jeffries pursuant to which the Company and Mr Jeffries agreed certain matters, including but not limited to undertakings from Mr Jeffries to ensure that the Company will be capable at all times of carrying on its business independently of the influence from Mr Jeffries, and granting Mr Jeffries the right to nominate himself or his representative to Board for so long as he owns at least 20% of the issued share capital of the Company. Mr Jeffries will initially exercise this right by means of his appointment to, and service on, the Board.

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:

• given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;

• the Company has established an audit committee and a remuneration committee to assist the Board in fulfilling its responsibilities for governing the Company, but will not initially establish a separate nominations committee.

• the FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals. None of the Directors or the Proposed Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and

• the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company will consider appointing additional independent non-executive directors in the future once the Group’s operations and activities have reached an appropriate size.

However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quote Companies Alliance (QCA

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Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.

The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The UK Listing Authority will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in this Prospectus are themselves misleading, false or deceptive.

6. Conflicts of interest

General

Areas for Directors’ and Proposed Directors’ potential conflicts of interest in relation to the Company include:

• At the early stages of its operations, the Subsidiary performed occasional work for, and received occasional work from, companies in which Chris Jeffries and his wife, Katie Jeffries had interests. Such companies included, in particular, DevClever Consortium Limited, a digital innovation consultancy business fully owned by Chris Jeffries and Katie Jeffries. As the Subsidiary’s operations expanded, such ad hoc arrangements substantially ceased. As such, specialist programming resourcing provided to the Subsidiary by DevClever Consortium Limited and comprising one gaming engineer’s services at a cost of approximately £3,500 per month were discontinued effective 1 October 2018. The relevant gaming engineer currently provides services to the Subsidiary direct, against invoices. His engagement by the Subsidiary will be formalised at a later stage, depending on the volume of services required. DevClever Consortium Limited no longer serves a material purpose and is in the process of being liquidated. Consequently, the Directors and the Proposed Directors do not consider that such former arrangements currently give rise to a conflict of interest.

• in the course of their other business activities, the Directors or the Proposed Directors may become aware of investment and business opportunities which may be appropriate for presentation to the Group as well as the other entities with which they are affiliated. Potential conflicts of interest may arise in determining to which entity a particular business opportunity should be presented;

• the Directors or the Proposed Directors are or may in the future become affiliated with entities, which may engage in business activities similar to those intended to be conducted by the Group. Such entities may include entities with a focus on target companies or businesses similar to those being sought by the Group; and

• the Directors or the Proposed Directors may have a conflict of interest with respect to evaluating a future acquisition opportunity if the retention or resignation of any of the Directors or the Proposed Directors were included by a target company or business as a condition to any agreement with respect to the acquisition.

Accordingly, as a result of these business affiliations, each or some of the Directors or the Proposed Directors may have legal obligations to present business opportunities to multiple entities. In addition, conflicts of interest may arise when the Board evaluates a particular business opportunity.

The Directors or the Proposed Directors have, or may come to have, other fiduciary obligations, including to other companies on whose board of directors they presently sit or to other companies whose board of directors they may join in the future. To the extent that they identify business opportunities that may be suitable for the Group or other companies on whose board of directors they may sit, the Directors and the Proposed Directors will honour any pre-existing fiduciary obligations ahead of their obligations to the Group. Accordingly, they may refrain from presenting certain opportunities to the Group that come to their attention in the performance of their duties as directors of such other entities unless the other companies have declined to accept such opportunities or clearly lack the resources to take advantage of such opportunities. Additionally, the Directors may become

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aware of business opportunities that may be appropriate for presentation to the Group as well as the other entities with which they are or may be affiliated.

Whilst the Directors and the Proposed Directors do not consider that such circumstances currently give rise to actual conflicts of interest, there is a potential for conflicts to arise in the future.

7. Committee Terms of Reference

The Company has established an Audit Committee and a Remuneration Committee and adopted the following respective terms of reference for them.

Audit Committee terms of reference

The Audit Committee will have responsibility for, among other things, the monitoring of the financial integrity of the Company’s financial statements and the involvement of its auditors in that process. It will focus in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The Audit Committee will also be responsible for managing risk and ensuring that the Company has appropriate internal controls and risk management systems, and shall ensure that appropriate whistleblowing procedures are in place.

The committee will normally meet at least twice a year at the appropriate times in the reporting and audit cycle. The responsibilities of the committee covered in its terms of reference include external audit, internal audit, financial reporting and internal controls.

The Audit Committee comprises David Ivy and Chantal Forrest and is chaired by David Ivy.

Remuneration committee terms of reference

The Remuneration Committee will have responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of each of the executive directors and certain other senior executives, including pension rights and any compensation payments. It also recommends and monitors the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes.

The committee will meet at least once a year. The responsibilities of the committee covered in its terms of reference include determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and the appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The Remuneration Committee comprises Chantal Forrest and David Ivy and is chaired by Chantal Forrest.

8. Share dealing policy, disclosure policy and social media policy

The Company has adopted a share dealing policy consistent with the provisions of the Market Abuse Regulation.

The Company has also adopted social media and disclosure policies, which has been communicated to the Directors, the Proposed Directors Senior Management and employees of the Group. The Company has implemented these so as to require multiple sign off prior to a message or content being released, providing the ability to review and approve messages, posts and content prior to release.

9. Market Abuse Regulation

The Company has adopted policies and procedures so as to manage and control inside information, and to avoid the unlawful disclosure of inside information. The Group, the Directors, the Proposed Directors and Senior

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Management are aware of their obligations under the Market Abuse Regulation, and the Company has adopted a share dealing policy consistent with the provisions of the Market Abuse Regulation and a social media policy as set out in paragraph 8 of this Part II.

The Group has included confidentiality obligations within its contracts with its Directors, the Proposed Directors Senior Managers and employees, and has ensured that each person is aware of their responsibilities under the Market Abuse Regulation. In addition, the Company has taken practical steps to prevent the unauthorised access to information, primarily through restricting access to inside information to those required to have knowledge of it and by seeking to ensure the security of its information technology systems. Where the Group deals with a third party and such third party will have access to inside information, the Group will require the third party to adhere to confidentiality obligations in relation to inside information, and will make such party aware of their obligations under the Market Abuse Regulation.

Following Admission, the Group will consider retaining professional advisors to assist it with marketing and communications. In any case, all marketing and communications will be approved by the Group prior to their release. Where inside information is to be disclosed, the Group will seek such professional advice as it considers is required in all the circumstances to ensure that inside information is correctly managed and released to the market.

The Group is aware that, in the course of their duties, those individuals engaged by the Group may come to possess inside information. Where such individuals are no longer engaged by the Company, the inside information to which they are or have been privy remains confidential under the terms of their engagement, in addition to their obligations under the Market Abuse Regulation. In order to manage inside information, the Group will seek to make such announcements as is appropriate so as to disclose to the market inside information, and considers the publication of this document to release to the market such inside information as may have been known to parties formerly engaged by the Group prior to its publication.

10. Lock-in agreements

Each of the Directors have undertaken to the Company, with effect from Admission, that, other than in certain limited circumstances, they will not, and will procure that any associated party will not, dispose of any interest they hold in the 251,250,000 Ordinary Shares held by them (representing, in aggregate, up to 68.69% of the Enlarged Share Capital) for a period of six months following Admission subject to certain limited exceptions (such as disposals pursuant to a takeover of the Company, a court order or the death of a Director).

Further details of the lock-in agreements are set out in paragraphs 12.20 of Part VII: Additional Information of this document.


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PART III THE PLACING, THE CONVERSION AND THE SUBSCRIPTION

Description of the Placing

Conditional on Admission, under the Placing, gross proceeds of £590,000 before expenses have been raised and 59,000,000 Placing Shares are proposed to be subscribed by, and will, be issued to, investors at the Placing Price of £0.01 per Ordinary Share.

The Company proposes to raise up to £100,000 by way of the Subscription. The Subscription Shares are being offered at the Placing Price of £0.01 and under the same offer structure and are being subscribed for by the Directors’ family and friends and by one of the Directors. The Subscription is also conditional on Admission.

In addition, pursuant to the Conversion, the outstanding balance drawn under the Syminex Facility, in the total amount of £220,000, will on Admission convert into Ordinary Shares, to be issued to such people as Syminex may direct.

Net of outstanding cash expenses of the Placing, the Subscription and Admission (expected to be approximately £218,000 including irrevocable VAT), this will be approximately £372,000 to £472,000.

The Company intends to apply the Net Proceeds in pursuit of the objective set out in paragraph 6 and in accordance with paragraph 8 in Part I: Information on the Company and its Business.

The Placing has been offered to investors in the United Kingdom through the Company’s broker, Cornhill. Each investor under the Placing has irrevocably agreed to acquire those Placing Shares allocated to it under its placing commitment, conditional only on Admission. Each investor will be required to undertake to pay the Placing Price for the Placing Shares issued to such investor in such manner as shall be directed by Cornhill or the Company. Neither the Placing not the Subscription is being underwritten.

Confirmation of results of the Subscription and the completion of the Placing and Subscription will be announced via an RIS on Admission, which is expected to take place at 8.00 a.m. on 21 January 2019 (or such later date as may be agreed by the Company and Cornhill being not later than 8.00 a.m. on 28 February 2018).

The Placing Shares have been made available to institutional and certain non-institutional investors in the UK and certain other jurisdictions.

In accordance with Listing Rule 14.2.2, at Admission at least 25% of the Ordinary Shares of this listed class will be in public hands (as defined in the Listing Rules).

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PART IV SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES

1. Share capital

Details of the current issued share capital of the Company are set out in paragraph 4.5 of Part VII: Additional Information. As at Admission, the share capital of the Company is expected to be £3,645,000, divided into 364,500,000 issued Ordinary Shares of £0.01 each, to £3,745,000, divided into 374,500,000 issued Ordinary Shares of £0.01 each, depending on the final size of the Subscription. The results of the Subscription and, consequently, the final size of the Subscription will be notified by the Company via RIS.

All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00BH452L44. The SEDOL number of the Ordinary Shares is BH452L4.

2. Financial position

The financial information in respect of the Company is set out in Part VI (B) and has been prepared for the period from incorporation to 2 October 2018 and has been audited.

On 2 October 2018, the Company acquired the entire issued share capital of the Subsidiary from Christopher Jeffries for consideration comprising 249,999,999 Ordinary Shares issued and allotted to Christopher Jeffries, together with one existing Ordinary Share subscribed for by Christopher Jeffries on incorporation of the Company. Subsequent to the exchange the Subsidiary became a wholly owned subsidiary of the Company.

The selected financial information has been extracted from the Historical Financial Information of the Subsidiary in Part VI (D) of this document.

The financial information in respect of the Subsidiary is set out in Part VI (D) has been prepared for the years ended 31 October 2015, 31 October 2016 and 31 October 2017 which have been audited. Also included in Part VI (D) are the unaudited interim results of the Subsidiary for the 6 months ended 30 April 2018.

STATEMENT OF TOTAL COMPREHENSIVE INCOME

The Statement of Total Comprehensive Income of the Subsidiary is stated below

Note

Year ended 31 October

2017


2016


2015

Unaudited 6 months

ended 30 April 2018

Unaudited 6 months

ended 30 April 2017

£’000 £’000 £’000 £’000 £’000

Revenue 4 852 572 585 220 444

Cost of Sales (392) (214) (211) (136) (163)

Gross Profit 460 358 374 84 281

Operating Expenses (298) (330) (331) (234) (123)

Finance Expense - - - (2) -

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Profit Before Taxation 162 28 43 (152) 158

Taxation 8 57 7 33 56 (8)

Profit for the Year 219 35 76 (96) 150

Dividends (10) (1) - (25) -

Cost of sales is primarily the cost of contracted developers engaged by the Subsidiary for completion of specific elements of its software developments and investment in its own product portfolio. The gross margin in the year ended 31 October 2017 was 57.7% compared to 62.6% in the year ended 31 October 2016, reflecting a lower day rate tariff on the software support agreement with Bestway National Chemists Limited (Well). The gross margin in the six months’ period ended on 30 April 2018 was 38.2% as a result of contractors being used to support the internal development of the Subsidiary’s new gamification and loyalty products and enhancements to products supporting the Launch Pad careers engine.

Administrative expenses comprise staff costs, software licences, server hosting expenses and general expenses such as travel costs, utilities and rent. The increase seen in the six months’ period ended on 30 April 2018 is principally driven by the move to larger premises and the Subsidiary’s growing staff base. This increase in staff reflects the creation of the immersive development team, providing virtual and augmented development capability, and the investment in the leadership team in the lead up to the planned listing.

The Subsidiary has not applied a set dividend policy. A dividend of £25k was paid in December 2017 in respect of the six months’ period ended on 30th April 2018, following profit made in the year ended on 31 October 2017 of £219k.

Revenue during the periods under review is predominantly generated from two main sectors, Education sector and Advertising and Marketing, working directly for blue-chip brands and retailers including Well and educational institutions including Solihull College and University. These two customers have generated a combined revenue of £671,000 over the three-year period ended on 31 October 2017 (£474,000 in 2017, £121,000 in 2016 and £77,000 in 2015). These revenues were in return generated by development of bespoke, internet based digital communication platforms and mobile engagement applications delivered on a project by project basis.

As a result of the demand for these platforms and applications from similar business and institutions, the directors sought to commoditise aspects of its product portfolio to transform its business from that of a bespoke development service provider, to a supplier of standard software solutions under a SaaS based model. As a result of this strategic decision, the business has committed a large percentage of its internal development resource in to developing the systems which would enable the business to offer rapid deployment of our gamification solutions and self-service for our educational solution. This restricted the businesses capacity for undertaking external development work and resulted in the decline in revenues in the six months’ period ended on 30 April 2018.

3. Current trading, prospects and strategy

Current trading

The Group has committed further resources in commoditising its product portfolio and invested in establishing key strategic relationships and direct integrations with organisation that provide EPOS solutions and consumer coupon and voucher solutions to major large volume customers in retail, hospitality, food & beverage, leisure and travel sectors. It is intended that these strategic relationships will provide the business with a greatly accelerated route to market across both the UK and territories abroad in the future.

Since 30 April 2018, the Group has among other things:

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• Generated unaudited revenues of £93,000 from its portfolio of loyalty application, £68,000 from its portfolio of education products, £43,000 from bespoke development and £32,000 from on-going customer support agreements.

• Launched an alpha (trial) version of its Vanguard space combat game at the EGX gaming exhibition in September 2018.

• Showcased three live gamification and loyalty demonstrations on the Oracle exhibition stand at the Restaurant Show on 25-26 September 2018.

• Demonstrated Launch Pad, the Group’s fully interactive virtual reality careers platform in conjunction with Strafford and Solihull College and University at the World Skill Show between 16 and 18 November 2018.

The Directors and the Proposed Directors believe that the continued inward investment into the new product portfolio, the associated marketing and promotional activity and the costs associated with the Placing, Subscription and Admission will result in an increased loss in the second half of the financial year ended on 31 October 2018.

The Directors and the Proposed Directors, however, believe that the expected proceeds arising from the combination of the Pre-IPO Fund raise and the Placing (which as at the date of this document is fully subscribed) will restore the balance sheet and ensure that the Company has sufficient working capital. In reaching their conclusions, the Directors have taken into consideration key sensitivities and a reasonable worse-case scenario. This assumes that the full Vanguard release is not delivered within the foreseeable future. In reviewing the potential impact of any shortfall in revenues, the Directors and Proposed Directors have not assumed any compensating reduction in the level of costs incurred by the business.

Any additional proceeds received through the Subscription will be used to support working capital.

If the Placing and Admission had taken place on 2 October 2018 (being the date as at which the historical financial information contained in Part VI (B) is presented):

• the net assets of the Group would have been significantly increased (due to the receipt of the Net Proceeds); and

• the liabilities of the Group would have increased due to (among others) the Proposed Directors’ letters of appointment described at paragraph 10.5 of Part VII and the financial commitment under the agreements referred to at paragraph 10 of Part VII becoming effective, thereby committing the Company to pay fees thereunder as and when they fall due.

A detailed assessment of the risks and uncertainties facing the business are reported in Risk Factors on pages 19 to 28 of this prospectus.

Prospects and growth strategy

The key to the Group’s growth strategy and future success lies in its ability to transform its revenue model from that of a supplier of bespoke software solutions to a supplier of SaaS, underpinned by recurring licence fees or repeat purchases, The Group’s new portfolio of products, as outlined in this document, is based on a repeat purchase model and is targeted at three core markets:

• Engage - gamification of customer loyalty through the newly developed portfolio of instant win games, win and reward loyalty games, skill-based games and self-activating POS kit.

• Educate – Launch Pad and Launch Pad VR, fully immersive careers engine that targets the emerging priority of the Department for Education to tackle the skills gap through better informed careers education and mapping of students to courses that directly impact on their chosen career path.

• Experience – direct to consumer cross platform, multi-player gaming experiences that incorporate emerging virtual and augmented reality technology.

The Group has achieved or is targeting the achievement (as applicable) of the following key milestones:

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• Launch of the Valassis Christmas Campaign utilising the Group’s instant win gaming mechanic on 3 December 2018. The campaign has showcased the Company’s gaming portfolio as part of Valassis’ Christmas communications to all its brand customers across the United Kingdom and Spain. This was followed by a demonstration to Valassis’s top 50 United Kingdom customers on 11 December 2018.

• Demonstrating gamification of customer loyalty to Oracle customer at the Oracle Food and Beverage Connect Conference running from 4 February to 6 February 2019.

• Pilot release of Vanguard in virtual reality format in Quasar Harlow (kiosk format) in January 2019.

• Early beta release of Vanguard in virtual reality format in the second quarter of 2019, with the full beta version to follow in the fourth quarter of 2019.

• Release of Easter Squad VR experience as both mobile download and retail product March 2019.

• Release of the Group’s fully Immersive careers engine, Launch Pad in March 2019.

• Establishment of sales teams across all three channels by the end of January 2019.

The Directors envisage that the primary revenue generator will be the Engage channel through the development of the newly formed relationships with Oracle, Valassis and Toshiba. Revenues from consumer experiences will be subject to significant fluctuations surrounding the launch of seasonal experiences such as Easter Squad and the uptake of in application purchases following the release of upgrades primarily to the Vanguard platform.

The Group has not yet actively pursued a marketing strategy for Launch Pad, its fully immersive careers engine. In conjunction with its expected release in March 2019, and as part of the Group’s commercialisation strategy, the Group intends to target collaborations with educational institutions and local authority careers services to actively promote the demand for the application. As noted above, the Group intends to recruit the necessary sales personnel to implement this strategy.

4. Liquidity and capital resources

Funding to date

In October 2017, the Subsidiary obtained a crowd funding loan from Funding Circle in the principal amount of £50,000, net of transaction costs, to fund the move into new premises as the first stage of the expansion plan. Until this date, the Subsidiary financed its operations solely through its own trading balances and had net cash of £202,000 as at 31 October 2017.

In April 2018, a further crowdfunding loan was received from Crowd2Fund, in the principal amount of £152,419 to provide working capital to support the on-going development of new immersive applications Vanguard and Launch Pad and the standardisation of the gaming menu.

Between June and August 2018, the Subsidiary received further funding of £100,000 from Acqam International FZE, subsequently repaid, and £210,000 from Syminex International FZE in the form of convertible loans. The loans provided the funds to meet the initial costs of the Placing, the Subscription and Admission and additional working capital. The Syminex facility will convert into Ordinary Shares on Admission.

On 6 December 2018, the Company carried out the Pre-IPO Fundraise, raising equity finance of £335,000 through the issue of 33,500,000 shares at £0.01.

As at the date of this document, the Group has borrowings in the total principal amount of £389,397. Details of the Group’s current borrowing are set out in paragraph 12 of Part VII.

Sources of cash and liquidity

The Group’s source of cash will be the gross proceeds of the Pre-IPO Fundraise, the Placing and Subscription and the revenue associated with its ongoing trading activities. It will initially use such cash to fund the expenses of Admission and the Placing, including the expenses incurred in the incorporation and establishment of the

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Company, Admission and initial listing fees, legal, registration, printing, advertising and distribution costs and any other applicable expenses. The Company projects the outstanding costs to be approximately £218,000 (including irrevocable VAT). The minimum Net Proceeds of £372,000 will be used to develop and expand the Group’s business. These funds will be in cash at the bank and available for deployment as necessary in due course.

The Company may raise additional capital from time to time. This may include capital to be raised in connection with a business acquisition, where the appropriate synergy benefits can be realised; the expansion of the business into new markets/territories or in the accelerated development of new product channels. Such capital is expected to be raised through share issues (such as rights issues, open offers or private placings) or borrowings.

If debt financing is utilised, there will be additional servicing costs. Furthermore, while the terms of any such financing cannot be predicted, such terms may subject the Company or the Subsidiary to financial and operating covenants or other restrictions, including restrictions that might limit the Company’s ability to make distributions to Shareholders.

FUTURE LIQIUIDITY

Ongoing costs and expenses

The Company’s principal use of the Net Proceeds will be to develop and expand the Company’s business. In addition, the Net Proceeds will be to fund the day-to-day expenses to be incurred by the Company.

The Directors and the Proposed Directors expect that it may be necessary to raise further funds in the future to enable the Company to increase the pace at which it develops its business, including but not limited to, an acquisition of a suitable complementary business, and to pay the fees of financial, tax, legal, accounting, technical and other advisers; entering into new markets / territories or accelerating the development of new product channels.

Over time and in accordance with the Company’s business strategy, the Company expects to make distributions to Shareholders in accordance with the Company’s dividend policy, as adopted from time to time.

The expenses that the Company expects to fund through the gross proceeds of the Placing and income earned through the Company’s trading activities are a minimum of £578,000 in the first year, to include:

• all outstanding costs relating to raising capital, including the Placing. This will include the expenses incurred in the incorporation and establishment of the Company, Admission and ongoing listing fees, legal, registration, printing, advertising and distribution costs and any other application expenses. The Company projects outstanding costs in this category to amount to approximately £218,000 (including irrevocable VAT);

• operational costs and expenses which will include (but will not be limited to) the fees and expenses of the Registrar, as well as regulatory, audit and licence fees, insurance and other similar costs and ongoing listing fees, legal, registration, printing, advertising and distribution costs and any other applicable expenses, projected to total £372,000 in the first year. In particular, the Company will be looking to:

o develop its sales capability engaging a sales manager and sales team to develop its customer base at a cost of £172,000 inclusive of sales commissions and expenses;

o increase operational capacity through the recruitment of incremental development resource £60,000 and project management resource £46,000;

o employ a marketing manager and invest in public relations and promotional campaigns to increase market awareness, introduce a B2C marketing strategy to support its immersive experience products at a cost of £33,000; and

o invest in the hardware and server capacity required to support the future business model £48,000; and

• additional working capital of £13,000.

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The Company’s day-to-day expenses will be paid from the Net Proceeds and revenue attributable to the Company’s operations and, if the Company considers it appropriate or desirable for flexibility, through any short-term borrowing facilities that are open to the Company.

Capitalisation and indebtedness of the Company

The following table shows the Company’s indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 2 October 2018 and the Company’s capitalisation as at 2 October 2018.

2 October 2018 (£)

Total Current Debt Guaranteed - Secured - Unguaranteed/Unsecured - Total Non-Current Debt Guaranteed - Secured - Unguaranteed/Unsecured - 2 October 2018

(£) Shareholder Equity Share Capital 2,500,000 Share Premium - Legal reserves - Other reserves - Total 2,500,000

On 14 December 2018, the Company raised equity finance of £335,000 gross, through the issue of 33,500,000 shares at £0.01 pursuant to the Pre-IPO Fundraise.

As at 14 January 2019, being the latest practicable date prior to the publication of this document there has been no other material change in the capitalisation of the Company since 6 December 2018.

The following table shows the Company’s net indebtedness as at 31 October 2018.

31 October 2018 (£)

Cash - Cash equivalents - Trading securities - Liquidity - Current financial receivable - Current bank debt - Current portion of non-current debt - Other current financial debt - Current financial debt - Net current financial indebtedness - Non-current bank loans - Bonds issues - Other non-current loans - Non-current financial indebtedness - Net financial indebtedness -

The Company had no indirect or contingent indebtedness at 31 October 2018.

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Accounting policies and financial reporting

The Company’s financial year end is 31 October and the first set of published audited financial statements will be for the period to 31 October 2019. The Company will present its financial statements in accordance with International Financial Reporting Standards as adopted by the European Union.

Capitalisation and indebtedness of the Subsidiary

The following table shows the Subsidiary’s indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 30 April 2018 and the Subsidiary’s capitalisation as at 30 April 2018.

30 April 2018 (£)

Total Current Debt Guaranteed - Secured - Unguaranteed/Unsecured 39,405 Total Non-Current Debt Guaranteed - Secured - Unguaranteed/Unsecured 159,077 Total debt 198,482 30 April 2018

(£) Shareholder Equity Share Capital 100 Share Premium - Legal reserves - Other reserves - Total equity 100

The following table shows the Subsidiary’s net indebtedness as at 31 October 2018.

31 October 2018 (£)

Cash 69,128 Cash equivalents - Trading securities - Liquidity 69,128 Current financial receivable - Current bank debt - Current portion of non-current debt 41,961 Other current loan 210,000 Current financial debt 251,961 Net current financial indebtedness 182,833 Non-current bank loans - Bonds issues - Other non-current debt 137,437 Non-current financial indebtedness 137,437 Net financial indebtedness 320,270

On 10 August 2018, the Subsidiary entered into a secured convertible loan facility with Syminex in the aggregate amount of £210,000. The facility is available until 31 January 2019. Syminex may at any time on or before 31 January 2019 elect to convert the outstanding balance of the loans drawn into ordinary shares in the Company,

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either at the Placing Price or, failing Admission, at a price per share based on the valuation of the Company at £2.5 million.

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PART V TAXATION

1. United Kingdom Taxation

The comments set out below are based on the current UK tax law and what is understood to be current HMRC practice which are subject to change at any time. They are intended as a general guide only and apply only to Shareholders who are resident and domiciled in the UK for tax purposes (except to the extent that specific reference is made to Shareholders resident outside the UK), who hold their Ordinary Shares as investments and who are the absolute beneficial owners of those Ordinary Shares.

They do not deal with the position of certain classes of Shareholders, such as dealers in securities, broker dealers, insurance companies, collective investment schemes or Shareholders who have or are deemed to have acquired their Ordinary Shares by virtue of an office or employment. Shareholders who are in doubt as to their position or who are subject to tax in any jurisdiction other than the UK should consult their own professional advisers immediately.

An investment in the Company involves a number of complex tax considerations. Changes in law, practice of a tax or fiscal authority or in the interpretation of law in any of the countries in which the Company (or any subsidiary of the Company) has assets or carries on business, or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to investors.

Prospective investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence.

2. Taxation of dividends

The Company will not be required to withhold tax at source on any dividends it pays to its Shareholders.

Dividends paid on the Ordinary Shares to the individuals resident in the UK for taxation purposes or who carry on a trade, profession or vocation in the UK through a branch or agency and who hold Ordinary Shares for the purposes of such trade, profession or vocation, or for such branch or agency, may be liable to Income Tax. Each individual has a tax-free dividend allowance which exempts the first £5,000 of dividend income for the year 2017-18. The amount of the dividend allowance is reduced to £2,000 for dividends received in 2018-19. Dividend income in excess of the tax-free allowance will be liable to Income Tax in the hands of individuals at the rate of 7.5% for basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1% for additional rate taxpayers.

Dividends paid on the Ordinary Shares to UK resident corporate Shareholders will generally (subject to anti-avoidance rules) fall within one or more of the classes of dividend qualifying for exemption from Corporation Tax. Shareholders within the charge to Corporation Tax are advised to consult their independent professional tax advisers in relation to the implications of the legislation.

Non-UK resident Shareholders may also be subject to tax on dividend income under any law to which they are subject outside the UK. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

3. Disposals of Ordinary Shares

Subject to their individual circumstances, Shareholders who are resident in the United Kingdom for taxation purposes, or who carry on a trade in the UK through a branch, agency or permanent establishment with which their investment in the Company is connected, will potentially be liable to UK taxation on any gains which accrue to them on a sale or other disposal of their Ordinary Shares,

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4. Stamp Duty and Stamp Duty Reserve Tax (SDRT)

The statements below summarise the current position and are intended as a general guide only to Stamp Duty and SDRT. Certain categories of person are not liable to Stamp Duty or SDRT, and special rules apply to agreements made by broker dealers and market makers in the ordinary course of their business.

No UK Stamp Duty or SDRT will be payable on the issue of Ordinary Shares, other than as explained below.

The transfer on sale of Ordinary Shares will generally be liable to ad valorem Stamp Duty at the rate of 0.5% (rounded up to the nearest multiple of £5) of the amount or value of the consideration paid. An exemption from Stamp Duty will be available on an instrument transferring Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. The purchaser normally pays the Stamp Duty. An unconditional agreement to transfer such shares will be generally liable to SDRT, at the rate of 0.5% of the consideration paid, but such liability will be cancelled or a right to a repayment in respect of the SDRT liability will arise if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional. SDRT is the liability of the purchaser.

Paperless transfers of shares within the CREST system are generally liable to SDRT (at a rate of 0.5% of the amount or value of the consideration payable) rather than Stamp Duty, and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST. Deposits of shares into CREST will not generally be subject to SDRT unless the transfer into CREST is itself for consideration.

The statements in this section relating to Stamp Duty and SDRT apply to any Shareholders irrespective of their residence, summarise the current position and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries.

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PART VI (A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The Directors Dev Clever Holdings Plc Ventura Park Road Tamworth B78 3HL

Dear Sirs

Introduction

We report on the financial information of the Company for the period from incorporation to 2 October 2018 which comprises the statement of financial position, the statement of changes in equity and the related notes (the “Financial Information”). This financial information has been prepared for inclusion in the Prospectus of the Company dated 15 January 2019 on the basis of the accounting policies set out in note 3 to the Financial Information. The report is required by Annex I item 20.1 of Commission Regulation (EC) No 809/2004 and is given for the purpose of complying with that paragraph and for no other purpose.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to Commission Regulation (EC) No 809/2004, consenting to its inclusion in the Prospectus.

Responsibilities

The Directors of the Company are responsible for preparing the Financial Information on the basis of preparation set out in note 2 to the Financial Information and in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS’).

It is our responsibility to form an opinion on the financial information as to whether the financial information gives a true and fair view, for the purposes of the Prospectus, and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards of Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Financial Information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

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Opinion

In our opinion the Financial Information set out below gives, for the purposes of the Prospectus dated 15 January 2019, a true and fair view of the state of affairs of the Company as at 2 October 2018 and of the results, cash flows and changes in equity for the period then ended in accordance with IFRS and has been prepared in a form that is consistent with the accounting policies adopted by the Company.

Declaration

For the purposes of Prospectus Rule 5.5R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I of the Commission Regulation (EC) No 809/2004.

Yours faithfully

PKF Littlejohn LLP 1 Westferry Circus Reporting Accountant Canary Wharf London E14 4HD 15 January 2019

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PART VI (B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY (DEV CLEVER HOLDINGS PLC)

The Company did not conduct any trade nor incur any cash movements during the period from incorporation to 2 October 2018.

STATEMENT OF TOTAL COMPREHENSIVE INCOME The Statement of Total Comprehensive Income of the Company is stated below:

Note

Period ended 2

October 2018 £

Revenue -

Cost of Sales -

Gross Profit -

Operating Expenses -

Finance Expense -

Profit Before Taxation -

Taxation -

Profit for the Year -

There was no other comprehensive income for the period.

Earnings Per Share was £Nil for the period to 2 October 2018.

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STATEMENT OF FINANCIAL POSITION

The Statement of Financial Position of the Company is stated below:

As at 2 October

2018

Note £

ASSETS

Non-current assets

Investments 4 2,500,000

Total assets 2,500,000

EQUITY AND LIABILITIES

Equity attributable to owners

Share capital 5

2,500,000

Total equity attributable to owners

2,500,000

Total equity and liabilities

2,500,000

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STATEMENT OF CASH FLOWS

The Statement of Cash Flows of the Company is stated below:

Period ended

2 October 2018 £ Cash Flows from Operating Activities Profit/(Loss) before taxation - Adjustments for: Depreciation - Finance Expense - Changes in working capital: Decrease/(Increase) in trade and other receivables - (Decrease)/Increase in trade and other payables - Income tax received - _____ Net cash generated used in operating activities - _____ Cash Flows from Investing Activities Payments to acquire property, plant and equipment - ______ Net Cash used in Investing Activities - ______ Cash Flows from Financing Activities Proceeds from borrowings - Interest Paid - Dividends paid - ______ Net Cash used in Financing Activities - ______ Net (Decrease)/Increase in Cash and Cash Equivalents -

______ Cash and cash equivalents at the beginning of the year -

_______ Cash and Cash Equivalents at the End of the Year - _______

During the period, a material non-cash transaction occurred being the share for share exchange as disclosed in Note 5

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STATEMENT OF CHANGES IN EQUITY

The Statement of Changes in Equity of the Company is stated below:

Share capital

Share premium

Retained earnings

Total equity

£ £ £ £ At incorporation 0.01 - - 0.01

Loss for the period - - - -

Issue of ordinary shares (2 October 2018)

2,499,999.99 - - 2,499,999.99

As at 2 October 2018 2,500,000.00 - - 2,500,000.00

NOTES TO THE COMPANY’S FINANCIAL INFORMATION

1 General information

The Company was incorporated on 26 September 2018 as Dev Clever Holdings Limited in England and Wales with Registered Number 11589976 under the Companies Act 2006.

On 15 October 2018, the Company re-registered as Dev Clever Holdings Plc.

The address of its registered office is Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL.

The principal activity of the Company is that of a holding company. It holds 100% of shares of DevClever Limited, for which the principal activity is to create and distribute software for the consumer and corporate market.

2 Basis of preparation

This Financial Information of the Company has been prepared for the purpose of complying with Sections 92(1)(b) and (c) of the Companies Act 2006. It has been prepared in accordance with the requirements of the Prospectus Rule and has been prepared in accordance with International Financial Reporting Standards and IFRS interpretations Committee (IFRS IC) interpretations as adopted by the European Union (“IFRS”) and the policies stated elsewhere within the Financial Information. The Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

This special purpose Financial Information is presented in Sterling, which is the Company’s functional and presentational currency and has been prepared under the historical cost convention.

3 Significant accounting policies

The Financial Information is based on the following policies which have been consistently applied:

Going concern

The special purpose Financial Information has been prepared on a going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they have adopted the going concern basis of accounting in preparing the Financial Information.

Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.

Critical accounting estimates and judgements

The Company makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual results may differ from these estimates and assumptions. The Company considers the valuation of investments and impairment thereof to be a significant accounting estimate requiring the use of judgement. There are no other estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

4 Investments

Investments consist entirely of an investment in DevClever Limited. Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses, in line the accounting policy. Subsidiaries are not held at fair value as there is no active market.

The details of the subsidiary are as follows:

Name of undertaking DevClever Limited

Country of incorporation UK

Ownership interest 100%

Voting power held 100%

Nature of business Software development

Registered office Ventura Park Road, Tamworth, B78 3HL

5 Share capital

As at 2

October 2018

£

Ordinary share capital

250,000,000 Ordinary shares of £0.01 each 2,500,000

2,500,000

On incorporation, the Company issued 1 ordinary share for consideration of £0.01, being par value.

On 2 October 2018, the Company undertook a share for share exchange with the shareholder of DevClever Limited. 249,999,999 £0.01 issued shares with a nominal value £2,499,999.99 were exchanged for 100 £1 shares in DevClever Limited. Subsequent to the exchange DevClever Limited became a wholly owned subsidiary of the Company.

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6 Controlling party

As at the balance sheet date by way of 100% shareholding, Chris Jeffries is considered the controlling party. 7 Post Balance sheet events

On 6 December 2018, the Company raised equity finance of £335,000 gross through the issue of 33,500,000 shares at £0.01.

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PART VI (C) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE SUBSIDIARY

The Directors DevClever Holdings Plc Ventura Park Road Tamworth B78 3HL Dear Sirs

Introduction

We report on the financial information of the Subsidiary for the years ended 31 October 2015, 31 October 2016 and 31 October 2017. The interim financial information for the 6-month period to 30 April 2018 is unaudited. The financial information comprises the statement of comprehensive income, the statement of financial position, the statement of cash flows, the statement of changes in equity and the related notes (the “Financial Information”). This Financial Information has been prepared for inclusion in the Prospectus dated 15 January 2019 on the basis of the accounting policies set out in note 2 to the Financial Information. The report is required by Annex I item 20.1 of Commission Regulation (EC) No 809/2004 and is given for the purpose of complying with that paragraph and for no other purpose.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to Commission Regulation (EC) No 809/2004, consenting to its inclusion in the Prospectus.

We have not audited or reviewed the Financial Information for the six months ended 30 April 2018 and 30 April 2017 which has been included for comparative purposes only, and accordingly do not express an opinion thereon.

Responsibilities

The Directors of the company are responsible for preparing the Financial Information on the basis of preparation set out in note 3 to the Financial Information and in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS’).

It is our responsibility to form an opinion on the Financial Information as to whether the Financial Information gives a true and fair view, for the purposes of the Prospectus, and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards of Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Financial Information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the Financial Information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Information is free from material misstatement, whether caused by fraud or other irregularity or error.

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Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion the Financial Information set out below gives, for the purposes of the Prospectus dated 15 January 2019, a true and fair view of the state of affairs of the Subsidiary as at the years ended 31 October 2015, 31 October 2016 and 31 October 2017 and of the results, cash flows and changes in equity for the years then ended in accordance with IFRS and has been prepared in a form that is consistent with the accounting policies to be adopted by the Company.

Declaration

For the purposes of Prospectus Rule 5.5R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I of the Commission Regulation (EC) No 809/2004.

Yours faithfully

PKF Littlejohn LLP 1 Westferry Circus Reporting Accountant Canary Wharf London E14 4HD 15 January 2019

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PART VI (D) HISTORICAL FINANCIAL INFORMATION OF DEVCLEVER LIMITED (the “SUBSIDIARY”)

STATEMENT OF TOTAL COMPREHENSIVE INCOME The Statement of Total Comprehensive Income of the Subsidiary is stated below:

Note


2017


2016


2015

Unaudited 6 months

ended 30 April 2018

Unaudited 6 months

ended 30 April 2017

£’000 £’000 £’000 £’000 £’000

Revenue 4 852 572 585 220 444

Cost of Sales (392) (214) (211) (136) (163)

Gross Profit 460 358 374 84 281

Operating Expenses (298) (330) (331) (234) (123)

Operating Profit 162 28 43 (150) 158

Finance Costs - - - (2) -

Profit Before Income Tax

162 28 43 (152) 158

Income Tax Expense 8 57 7 33 56 (8)

Profit for the Year 219 35 76 (96) 150

There was no other comprehensive income for the period

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STATEMENT OF FINANCIAL POSITION The Statement of Financial Position of the Subsidiary is stated below:

Note

As at

31 October 2017

As at

31 October 2016

As at

31 October 2015

Unaudited As at

30 April 2018

£’000 £’000 £’000 £’000

Assets

Non-current assets

Intangible Assets - - - 63

Property, plant and equipment

10 22 12 14 24

Deferred tax asset 14 9 11 11 65

31 23 25 152

Current assets

Trade and other receivables 11 187 106 107 181

Cash and cash equivalents 252 74 71 210

439 180 178 391

Total assets 470 203 203 543

Equity and liabilities

Equity

Share capital 16 - - - -

Retained profits 372 162 129 251

372 162 129 251


Loans and borrowings 13 42 - - 159

Current liabilities

Trade and other payables 12 48 41 74 94

Loans and borrowings 13 8 - - 39

56 41 74 133

Total Equity and liabilities 470 203 203 543

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STATEMENT OF CASH FLOWS

The Statement of Cash Flows of the Subsidiary is stated below:


2017


2016


2015

Unaudited 6 months

ended 30 April 2018

Unaudited 6 months

ended 30 April 2017

£’000 £’000 £’000 £’000 £’000 Cash Flows from Operating Activities Profit/(Loss) before taxation 163 28 43 (153) 158 Adjustments for: Depreciation 10 4 3 5 1 Loss/ (profit) on disposal of assets 4 - - - 4 Finance Expense - - - 2 - Changes in working capital: Decrease/(Increase) in trade and other receivables

(21) 1 (57) (25) (130)

(Decrease)/Increase in trade and other payables

7 (32) 16 46 28

Income tax received - 6 21 31 - _____ _____ _____ _____ _____ Net cash generated used in operating activities

163 7 26 (94) 61

_____ _____ _____ _____ _____ Cash Flows from Investing Activities Payments to acquire property, plant and equipment

(25) (3) (9) (6) (1)

Payments to acquire intangible assets - - - (63) - ______ ______ ______ ______ ______ Net Cash used in Investing Activities (25) (3) (9) (69) (1) ______ ______ ______ ______ ______ Cash Flows from Financing Activities Proceeds from borrowings 50 - - 152 - Repayment of borrowings - - - (4) - Interest Paid - - - (2) - Dividends paid (10) (1) - (25) - ______ ______ ______ ______ ______ Net Cash used in Financing Activities 40 (1) - 121 - ______ ______ ______ ______ ______ Net (Decrease)/Increase in Cash and Cash Equivalents

178 3 17 (42) 60

______ ______ ______ ______ ______ Cash and cash equivalents at the beginning of the year

74 71 54 252 74

_______ _______ _______ _______ _______ Cash and Cash Equivalents at the End of the Year

252 74 71 210 134

_______ _______ _______ _______ _______

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STATEMENT OF CHANGES IN EQUITY

The Statement of Changes in Equity of the Subsidiary is stated below:

Share capital Retained earnings

Total

£’000 £’000 £’000

Balance as at 1 November 2014 - 53 53

Profit for the year - 76 76

Total Comprehensive Income - 76 76

Transactions with owners recognised in equity:

Dividends paid - - -

Total Transactions with owners - - -

Balance at 31 October 2015 - 129 129




Dividends paid - (1) (1)

Total Transactions with owners - (1) (1)








Unaudited Profit for the period - (96) (96)

Unaudited Total Comprehensive Income - (96) (96)




Balance at 30 April 2018 - 251 251

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NOTES TO THE SUBSIDIARY’S FINANCIAL INFORMATION

1 General information

The Subsidiary is a private limited company which was incorporated on 16 April 2013 as DevClever Limited in England and Wales with Registered Number 08491618 under the Companies Act 2006.

The address of the registered office is Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL.

The principal activity of the Subsidiary is to create and distribute software for the consumer and corporate market.

2 Accounting policies

Basis of preparation

The Financial Information has been prepared on a going concern basis under the historical cost convention, and in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU and the International Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued by the International Accounting Standards Board (“IASB”) that are effective or issued and early adopted as at the date of this financial information and in accordance with the provisions of the Companies Act 2006.

The preparation of Financial Information requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the Financial Information, are disclosed in note 3.

The presentational and functional currency of the Subsidiary is Sterling. Results in these financial statements have been prepared to the nearest £1,000.

New standards, amendments and interpretations issued but not effective for the financial year beginning 1 November 2016 and not early adopted

The IASB and IFRIC have issued the following standards and interpretations with effective dates as noted below:

Standard Key requirements Effective date for annual periods beginning on or after:

IFRS 9, Financial Instruments

IFRS 9, Financial Instruments The standard is the first standard issued as part of a wider project to replace IAS 39. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The classification depends on the entity's business model and the contractual cash flow characteristics of the instrument. The guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply. Having reviewed the nature of the Subsidiary's financial instruments, the Directors do not expect the adoption of this standard to have any impact on the results of the Subsidiary.

01-Jan-18

IFRS 15, Revenue from Contracts with

The standard specifies how and when a company will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard

01-Jan-18

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Customers

provides a single, principles based, five-step model to be applied to all contracts with customers. The Directors have commenced initial reviews of the Subsidiary's contracts with both educational establishments and key corporate customers, applying the five-step model, and are considering the Subsidiary's other customer contracts however have not yet concluded whether the adoption of this standard will have any impact on the revenue reported by the Subsidiary.

IFRS 16, Leases The standard requires lessees to account for leases under a single on-balance sheet model in a similar way to finance leases under IAS 17. At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right of use asset. The Subsidiary's leases primarily relate to its office accommodation and cloud-based server infrastructure. The Directors expect that the adoption of this standard will increase the Subsidiary's non-current assets, current and long-term liabilities in the statement of financial position. In the income statement, operating expenses will be reduced, amortisation and interest expense will be increased. This amount has not yet been quantified.

01-Jan-19

Amendments to IAS 7, Disclosure Initiative

The amendments require additional disclosures to be made regarding changes in liabilities arising from financing activities to enable users of financial statements to better understand changes in the Subsidiary's debt. Having reviewed the Subsidiary's liabilities, the Directors do not expect adoption of these amendments to have a material impact on the Subsidiary.

01-Jan-17

Amendments to IAS 12, Recognition of Deferred Tax

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of unrealised losses on debt instruments measured at fair value. As the Subsidiary currently has no debt instruments measured at fair value, the Directors do not expect adoption of these amendments to have an impact on the Subsidiary

01-Jan-17

IFRIC 22, Foreign Currency Transactions and Advance Consideration

The interpretation clarifies that in determining the spot exchange rate to use on initial recognition of a related asset, expense or income on the derecognition of a non-monetary asset or liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or liability arising from the advance consideration. As the Subsidiary has not been involved in any transactions including advance consideration in foreign currencies, the Directors do not expect adoption of this interpretation to have an impact on the Subsidiary.

01-Jan-18

Annual improvements to IFRSs 2014-

The 2016 Annual improvements cycle covered amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IAS 28 Investments in Associated and Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities. The Directors do not expect

01-Jan-19

86

2016 adoption of these amendments to have an impact on the Subsidiary.

There are no other IFRSs, IFRIC interpretations or amendments that are not yet effective that would be expected to have a material impact on the Subsidiary.

Going concern

As part of their going concern review the Directors have followed the guidelines published by the Financial Reporting Council entitled “Guidance on Risk Management and Internal Control and Related Financial and Business Reporting”.

The Directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of approval of this Financial Information. In developing these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period.

On the basis of the above projections, the Directors are confident that the Subsidiary has sufficient working capital to honour all of its obligations to creditors as and when they fall due. In reaching this conclusion, the Directors have considered the forecast cash headroom, the resources available to the Subsidiary and the potential impact of changes in forecast growth and other assumptions, including the potential to avoid or defer certain costs and to reduce discretionary spend as mitigating actions in the event of such changes. Accordingly, the Directors continue to adopt the going concern basis in preparing these consolidated financial statements.

Revenue Recognition

Sale of services

Revenue comprises the fair value of the consideration received or receivable for the provision of the Subsidiary's services, excluding VAT, and is recognised at the point that the services have been delivered. Revenue is recognised when the amount of revenue can be reliably measured, when it is probable that future economic benefits can flow to the Subsidiary and when specific criteria have been met for each of the activities as described below:

Development and set up fees are recognised on a percentage of completion basis using estimates. A development project can take a number of months and where such a project spans a period end, the Subsidiary recognises accrued income on the statement of financial position to reflect the service provided on a stage of completion basis

Subscription and hosting fees are recognised and invoiced on a monthly basis. Where invoices are raised in advance, a portion is recognised in deferred income in the statement of financial position

Support costs and transactional fees are linked to the underlying customer campaign activity and are recognised as these activities occur.

Operating profit

Operating profit comprises the Subsidiary‘s revenue for the provision of services, less the costs of providing those services and administrative overheads, including depreciation and amortisation of the Subsidiary’s non-current assets.

Property, plant and equipment

Purchased property, plant and equipment is stated at cost less accumulated depreciation and any provision for impairment losses.

Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged so as to write off the costs of assets over their estimated useful lives, on the following bases:

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Plant and machinery 3 years straight line Computer equipment 3 years straight line Office Furniture and fittings 15% reducing balance Motor vehicles 25% reducing balance The economic lives of assets are reviewed by the Directors on at least an annual basis and are amended as appropriate.

Intangible assets

Internally-generated development intangible assets

An internally-generated development intangible asset arising from the Subsidiary's product development is recognised if, and only if, the Subsidiary can demonstrate all of the following:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale • its intention to complete the intangible asset and use or sell it • its ability to use or sell the intangible asset • how the intangible asset will generate probable future economic benefits • the availability of adequate technical, financial and other resources to complete the development and to use

or sell the intangible asset • its ability to measure reliably the expenditure attributable to the intangible asset during its development

Internally-generated development intangible assets are amortised as an administrative cost on a straight-line basis over their useful lives of three years.

Where no internally-generated intangible asset can be recognised, research and development expenditure is recognised as an expense in the period in which it is incurred.

Impairment of tangible and intangible assets

The Subsidiary reviews the carrying amounts of its assets annually to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Subsidiary estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. In the case of a cash-generating unit, any impairment loss is charged first to any goodwill in the cash-generating unit and then pro rata to the other assets of the cash-generating unit.

Financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Subsidiary becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contracted rights to the cash flows from the financial asset expire or when the contracted rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.

Financial assets

a) Trade and other receivables Trade and other receivables are recognised at their fair value. Appropriate provisions for estimated irrecoverable amounts are recognised in the statement of comprehensive income when there is objective evidence that the assets are impaired.

b) Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits held on call with banks.

88

Financial liabilities and equity

c) Trade and other payables Trade payables are recognised at their fair value.

d) Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR) amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the income statement.

e) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Subsidiary are recorded at the proceeds received, net of issue costs.

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the expected period of the lease.

Employee benefits

The Subsidiary operates a defined contribution auto-enrolment pension scheme for employees of the Subsidiary. The assets of the scheme are held separately from those of the Subsidiary in an independently administered fund. The pension costs charged in the income statement are the contributions payable to the scheme in respect of the accounting period.

Current and deferred income tax

Current tax

The tax currently payable is based on taxable profit or loss for the year. Taxable profit or loss differs from the profit or loss for the financial year as reported in the statement of total comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Subsidiary's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Subsidiary intends to settle its current tax assets and liabilities on a net basis.

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Equity comprises the following:

• Share capital, representing the nominal value of shares of the Subsidiary; • Retained earnings.

3 Critical accounting estimates and judgements

The preparation of this Financial Information requires the Directors to make judgements and estimates that affect the reported amounts of assets and liabilities at each reporting date and the reported amounts of revenue during the reporting periods. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Information about such judgements and estimations are contained in individual accounting policies. The key judgements and sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period are outlined below:

Impairment of internally-generated intangible assets

An impairment review of the Subsidiary's development costs is undertaken at least annually. This review involves the use of judgement to consider the future projected income streams that will result from the aforementioned costs. The expected future cash flows are modelled and discounted over the expected life of the assets in order to test for impairment. In the years represented in these consolidated financial statements no impairment charge was recognised as a result of these reviews.

Intangible fixed assets (development costs)

Where the future recoverability of separately identifiable development expenditure on a particular project can be foreseen with reasonable certainty, such expenditure is capitalised at cost under intangible fixed assets in the balance sheet.

These development costs are then amortised, commencing from the date that revenues begin to be earned from the project, over its useful economic life. The useful economic life is determined such that the expenditure is then matched with the revenues then earned.

Amortisation is charged on ail capitalised development costs over their estimated useful lives of 3 years using the straight-line method from first use.

All other research and development expenditure is written off to the income statement as incurred.

Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residue! value, useful life or amortisation rate are amended prospectively to reject the new circumstances.

The assets are reviewed for impairment it the above factors indicate that the carrying amount maybe impaired.

Revenue recognition

Where the Subsidiary is providing material development services, development fees are recognised in line with percentage completion of work performed towards milestones. Percentage completion is determined based on completion of individual deliverables within the entire project or relevant milestone as appropriate on the basis of planned work associated with that deliverable.

Milestones and the Directors’ estimate of percentage completion may differ, which could impact operating results positively or negatively. At 31 October 2017, unbilled but contracted revenue of £0 (2016: £0, 2015: £0) has been recognised for development fees recognised on a percentage completion basis. At 30 April 2018, amounts billed of £50,688 (2017: £0) have been taken to deferred income for development fees recognised on a percentage completion basis.

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Deferred tax asset recognition

The Directors’ judgement is required to determine the amount of tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. The carrying value of the recognised tax losses at 31 October 2017 was £44,139 (2016: £57,281, 2015: £53,635). Tax losses have been carried forward due to the Subsidiary history of trading surpluses, anticipated return to trading surpluses in FY 2019 and the anticipated decline in the level of research and development tax relief as the Subsidiary's portfolio of software products becomes commoditised. The value of the deferred tax asset recognised at 31 October 2017 was £8,570 (2016: £11,456, 2015: £10,727). Further information on the deferred tax position can be found in note 15. The carrying value of the recognised tax losses at 30 April 2018 was £335,733 (2017: £19,222) and the associated value of the deferred tax asset at 30 April 2018 was £65,188 (2017: £3,732).

4 Segmental analysis

The Subsidiary is organised into one principal operating division for management purposes. Therefore, the Subsidiary has only one operating segment and segmental information is not required to be disclosed. Revenue is analysed as follows:

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015

Unaudited 6 months ended

30 April 2018


30 April 2017 £

£

£

£

£

Development and set up fees

752,898 508,651 559,201 165,238 397,341

Subscription, hosting and support fees

99,385 63,292 25,400 55,220 46,875

852,283 571,943 584,601 220,458 444,216 In the year to 31 October 2017, revenue from 1 of the Subsidiary's major customers represented more than 15% of the Subsidiary's revenue. Revenue related to that customer was £441,032. In the year to 31 October 2016, revenue from one of the Subsidiary's major customers accounted for more than 15% of the Subsidiary's revenue. Revenue related to that customer was £188,666. In the year to 31 October 2015, revenue from two of the Subsidiary's major customers accounted for more than 15% of the Subsidiary's revenue. Revenue relating to those customers was £134,799 and £107,637 respectively.

In the 6 months to 30 April 2018, revenue from 2 of the Subsidiary's major customers represented more than 15% of the Subsidiary's revenue. Revenue related to those customers was £82,142 and £34,847 respectively. In the period to 30 April 2017, revenue from 1 of the Subsidiary's major customers accounted for more than 15% of the Subsidiary's revenue. Revenue relating to that customer was £258,246.

All revenues are from external customers and can be attributed to the following geographical locations, based on the customers' location as follows:

5 Operating profit

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

United Kingdom 807,543 531,133 449,802 202,948 434,706 Rest of Europe 8,670 - - 8,000 - Africa 10,000 18,500 - - - Asia Pacific 26,070 22,310 134,799 9,510 9,510 852,283 571,943 584,601 220,458 444,216

91

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Depreciation of owned tangible assets

10,181 4,472 3,359 4,584 753

Employee costs 148,140 178,610 158,832 149,192 56,199 Operating lease rentals

10,045 8,015 7,993 16,360 3,984

6 Particulars of staff

The average number of persons employed by the Group, including Executive Directors, during the year was:

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018

Unaudited 6 months ended 30

April 2017 No. No.

No.

No.

No.

Product development

6.0 8.3 7.7 11.1 5.3

Sales and administration

1.0 1.0 1.0 2.3 1.0

7.0 9.3 8.7 13.4 6.3

The aggregate payroll costs of these persons were:

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Wages and Salaries 141,340 170,802 148,105 132,090 54,383 Social security costs 6,455 7,808 10,727 15,671 1,816 Pension costs – defined contribution plan

345 - - 1,431 -

148,140 178,610 158,832 149,192 56,199 Less: amounts capitalised as intellectual property

- - - - -

148,140 178,610 158,832 149,192 56,199

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Key management remuneration

Remuneration of the key management team, including Directors, during the year was as follows

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Aggregate emoluments including short-term employee benefits

20,651

35,444

22,417

14,730

12,005

Pension costs – defined contribution plan

- - - 44 -

Social security costs - - - 929 - 20,651 35,444 22,417 15,703 12,005

Directors Remuneration

Remuneration of the sole Director during the year was as follows:

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Aggregate emoluments including short-term employee benefits

20,651

35,444

22,417

6,425

12,005

Pension costs – defined contribution plan

- - - 15 -

Social security costs - - - 304 -

20,651 35,444 22,417 6,744 12,005

7 Finance expense

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Interest payable on loans - - - 2,465 -

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8 Taxation

Year ended 31

October 2017

Year ended 31

October 2016

Year ended 31

October 2015


30 April 2018


30 April 2017 £

£

£

£

£

Current tax UK corporation tax at 19.42% (2016: 20,00%, 2015: 20.00%)

28,869

-

-

-

-

Adjustments in respect of prior years

31,173 6,001 (21,320) - -

60,042 6,001 (21,320) - - Deferred tax In respect of current year

(2,885)

729

(12,105)

56,618

(7,724)

In respect of prior years - - - - - (2,885) 729 (12,105) 56,618 (7,724) Tax on loss on ordinary activities

57,157 6,730 (33,425) 56,618 (7,724)

Tax reconciliation Profit before tax

162,681

27,551

42,716

(152,692)

158,266

Tax using UK corporation tax rate of 19.42% (2016: 20.00%, 2015: 20.00%)

(31,593) (5,510) (8,543) 29,653 (31,653)

Non-deductible expenses - - - - - Temporary timing differences

(150) (31,174) (6,001) (948) (112)

Research and development tax credit

67,461 49,237 28,925 27,913 24,041

Rate restriction on settlement of research tax credit

(9,734) (11,824) (2,276)

Adjustment to current tax in respect of prior years

31,173 6,001 21,320

Tax on (profit)/loss on ordinary activities

57,157

6,730 33,425 56,618 (7,724)

The weighted average applicable tax rate was 19.42% (2016: 20%, 2015: 20%). The increase is caused by a change in the profitability of the Subsidiary’s operations in the respective countries, partly offset by the impact of the reduction in the Country tax rate.

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9 Intangible assets

The Subsidiary has conducted research and development during the years ended 2015, 2016 and 2017 that relates to revenue arising from sales. In line with IAS 38, an intangible asset arising from the development of an internal project can only be recognised if the entity can measure reliably the expenditure attributable to the intangible asset during its development. During this period the directors concluded that the amounts to be capitalised could not be measured reliably and therefore all the expenses incurred relating to the intangible asset have been recognised in profit and loss.

During the 6 month period ended 30 April 2018, intangible assets were as follows;

Internal use software

Total

£

£

Cost At 1 November 2017 - - Additions 63,375 63,375 At 30 April 2018 63,375 63,375 Amortisation At 1 November 2017 - - Charge for the year - - At 30 April 2018 - - Net book value At 30 April 2018 (unaudited) 63,375 63,375

The internally generated software relates to its CLEVER suite of intranet products, digital customer loyalty applications and a virtual reality gaming platform.

10 Property plant and equipment

Fixtures and Fittings (inc.

motor vehicles)

Computer equipment

Total

£

£

£

Cost At 31 October 2014 10,605 - 10,605 Additions 9,129 - 9,129 At 31 October 2015 19,734 - 19,734 Additions 2,748 2,748 At 31 October 2016 22,482 - 22,482 Additions 5,796 18,899 24,695 Disposals (10,605) - (10,605) At 31 October 2017 17,673 18,899 36,572 Additions 597 5,593 6,190 At 30 April 2018 (unaudited) 18,270 24,492 42,762

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Depreciation At 31 October 2014 (2,651) - (2,651) Charge for the year (3,359) - (3,359) At 31 October 2015 (6,010) - (6,010) Charge for the year (4,472) - (4,472) At 31 October 2016 (10,482) - (10,482) Charge for the year (3,881) (6,300) (10,181) Disposals 6,131 - 6,131 At 31 October 2017 (8,232) (6,300) (14,532) Charge for the year (753) (3,831) (4,584) At 30 April 2018 (unaudited) (8,985) (10,131) (19,116)

Net book value At 30 April 2018 (unaudited) 9,285 14,361 23,646 At 31 October 2017 9,441 12,599 22,040 At 31 October 2016 12,000 - 12,000 At 31 October 2015 13,724 - 13,724 At 31 October 2014 7,954 - 7,954

11 Trade and other receivables

Year ended 31

October 2017

Year ended 31 October 2016

Year ended 31

October 2015


30 April 2018 £

£

£

£

Trade receivables 124,142 97,344 104,707 95,371 Less: Provision for impairment of trade receivables

- - - -

124,142 97,344 104,707 95,371 Prepayments 2,427 - - 2,871 Accrued income - - - - Income taxes 60,042 - - 28,687 Other receivables 199 8,761 2,552 3,267 186,810 106,105 107,259 130,196

The ageing of trade receivables that were not impaired are as follows:

Year ended 31

October 2017


Year ended 31

October 2015


30 April 2018 £

£

£

£

Not past due 38,998 69,632 23,107 139,302 Up to three months past due 84,950 20,222 68,400 10,757 More than three months past due

194 7,490 13,200 (4,000)

124,142 97,344 104,707 146,059

The Subsidiary trades only with recognised, credit-worthy third parties. Receivable balances are monitored on an ongoing basis with the aim of minimising the Subsidiary's exposure to bad debts. The Subsidiary has reviewed in

96

detail all items comprising the above not past due and overdue but not impaired trade receivables, to ensure that no impairment exists. As at 31 October 2017, trade receivables of £0 (2016: £0, 2015: £0) were impaired and provided for. The amount of the provision was £0 as at 31 October 2017 (2016: £0, 2015: £0). As at 30 April 2018, trade receivables of £0 (2017: £0) were impaired and provided for.

Movements on the provision for impairment of trade receivables are as follows:





30 April 2018 £

£

£

£

At 1 November - - - - Provision for impairment of receivables (released)/charged

- - - -

Receivables written off during the year

- - - -

At 30 April/ 31 October - - - -

The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk for trade and other receivables at the reporting date is the carrying value of each class of receivable disclosed above.

The carrying amounts of all the Subsidiary's trade and other receivables are denominated GBP Sterling.

12 Trade and other payables




Unaudited 6 months ended 30

April 2018 £

£

£

£

Current Trade payables (783) (4,452) (27,695) (1,292) Accruals - - - - Deferred income - - - (50,688) Income taxes - - - - Other taxation and social security

(47,006) (36,667) (42,783) (42,338)

Other payables (187) (268) (2,959) - (47,976) (41,387) (73,437) (94,318)

The carrying amounts of all the Subsidiary's trade and other payables are denominated GBP Sterling.

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13 Loans and borrowings

The directors believe the book value of loans and borrowings approximates fair values. Books values are:





30 April 2018


30 April 2017 £

£

£

£

£

Current Unsecured loans - - - - - - Crowdfunding (8,080) - - (39,402) - Collateralised borrowings

- - - - -

(8,080) - (39,402) - Non-Current Unsecured loans - - - - - - Crowdfunding (41,920) - - (159,075) - Collateralised borrowings

- - - - -

(41,920) - - (159,075) - Total loans and borrowings

(50,000) - - (198,477) -

All the company’s loans and borrowings are denominated in GBP Sterling.

The Subsidiary has no committed borrowing facilities.

The Subsidiary borrowed £50,000, net of transaction costs of £2,750 on 13 October 2017 from a group of investors co-ordinated by Funding Circle at an effective interest rate of 10.7%. The loan is repayable in monthly instalments of £1,067 over a 5-year term and is secured by way of a personal guarantee by Christopher Jeffries, director.

The company borrowed £152,413, net of transaction costs of £9,729 on 9th April 2018 from a group of investors co-ordinated by Crowd2Fund Limited at an effective interest rate of 14.5%. The loan is repayable in monthly instalments of £4,112 over a 4-year term and is secured by way of personal guarantees from Christopher Jeffries, Director, Katie Jeffries, spouse, and Nicholas Ydlibi, Director.

14 Deferred tax

The elements of deferred taxation are as follows





30 April 2018


30 April 2017 £

£

£

£

£

Accelerated capital allowances and intellectual property

(1,971)

795

(1,154)

(312) 837

Losses available for offsetting against future income

(914) (66) 13,259 56,930 (8,561)

(2,885) 729 12,105 56,618 (7,724)

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Accelerated capital

allowances and intellectual

property £ At 31 October 2014 (1,378) Credited to income statement 12,105 At 31 October 2015 10,727 Credited to income statement 729 At 31 October 2016 11,456 Credited to income statement (2,885) At 31 October 2017 8,571 Credited to income statement 56,618 At 30 April 2018 65,189

The Subsidiary offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

15 Financial instruments and financial risk management

The Subsidiary is exposed to a variety of financial risks that arise from its use of financial instruments: credit risk, liquidity risk, foreign exchange, risk and capital risk.

Principal financial instruments

The principal financial instruments used by the Subsidiary from which financial instrument risk arises are as follows:

• Trade receivables • Cash and cash equivalents • Trade and other payables • Debt finance Year ended 31

October 2017 Year ended 31 October 2016



30 April 2018 £

£

£

£

Financial assets Loans and receivables Trade and trade receivables 126,768 106,105 107,229 101,455 Cash and cash equivalents 252,335 73,768 70,918 210,461 379,103 179,873 178,147 311,916 Financial liabilities Other financial liabilities Trade and other payables (47,976) (41,387) (73,437) (94,318) Loans and borrowings (50,000) - - (198,477) (97,976) (41,387) (73,437) (292,795) Disclosures in respect of the Subsidiary’s financial risks are set out below:

Financial risk management

The Subsidiary’s activities expose it to credit, liquidity and foreign exchange risks. The Subsidiary's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Subsidiary's financial performance.

99

Credit risk

Credit risk is the risk of financial loss to the Subsidiary if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from trade receivables from customers and cash deposits with financial institutions. The Subsidiary's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit checks are performed on new and potential customers and receivable balances are monitored on an ongoing basis with the aim of minimising the Subsidiary's exposure to bad debt. The Directors consider the above measures to be sufficient to control the credit risk exposure.

The Subsidiary gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. At the year ended 31 October 2017, the Subsidiary's cash held on short-term deposit with Santander Bank plc in the United Kingdom was £251,529 (2016: £73,453, 2015: £69,956).

At the reporting date, the Subsidiary's cash held on short-term deposit with Santander Bank plc in the United Kingdom was £210,165 (2017: £133,741).

The carrying amount of financial assets recorded in the consolidated financial statements represents the Subsidiary's maximum exposure to credit risk without taking into account the value of any collateral obtained. In the Directors’ opinion, there have been no impairments of financial assets in the year ended 31 October 2017 other than in relation to trade receivables written off of £19,350 (2016: £0, 2015: £5,000).

In the Directors’ opinion, there have been no impairments of financial assets in the 6 months to 30 April (2017: £0).

Liquidity risk

Liquidity risk is the risk that the Subsidiary will not be able to meet its financial obligations as they fall due. The Subsidiary manages its cash flows to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or damage to the Subsidiary's reputation.

During the year ended 31 October 2017, the Subsidiary entered into a crowd funding loan with a group of lenders co-ordinated through Funding Circle. The total amount borrowed of £50,000 is net of a service fee of £2,750 and is repayable in in monthly instalments of £1,067 over a 5-year term at an effective interest rate of 10.7%. The loan is secured by way of a personal guarantee by Christopher Jeffries, director.

The company entered into a second crowd funding loan with a group of investors co-ordinated through Crowd2Fund Limited on 9th April 2018 The total amount borrowed of £152,413 is net of a service fee of £9,729 and is repayable in monthly instalments of £4,112 over a 4-year term at an effective interest rate of 14.5%. The loan is secured by way of personal guarantees from Christopher Jeffries, Director, Katie Jeffries, spouse, and Nicholas Ydlibi, Director.

The Directors manage liquidity risk by regularly reviewing the Subsidiary's cash requirements by reference to short-term cash flow medium-term working capital projections prepared by management.

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Foreign exchange risk

The vast majority of the Subsidiary's revenues and costs are in Sterling (the Subsidiary’s functional currency) and involve no currency risk. Activities in currencies other than Sterling are funded as much as possible through operating cash flows, mitigating foreign exchange risk.

The Subsidiary has the following cash and cash equivalent deposits:





30 April 2018 £

£

£

£

Sterling 252,335 73,768 70,918 210,461 The gross value of receivables and payables by currency is disclosed in notes 11 and 12 respectively. The Group has the following net other financial instruments:





30 April 2018 £

£

£

£

Sterling 202,335 73,768 70,918 11,984

Maturity of financial assets and liabilities

The value of financial assets and liabilities contain loan finance with maturities more than one year from the reporting date. The total amounts payable more than one year from the reporting date are analysed as follows:





30 April 2018 £

£

£

£

Amounts repayable within 1 year

8,080 - - 39,402

Amounts repayable within 1 to 2 years

8,080 - - 44,684

Amounts repayable within 2 to 5 years

33,840 - - 114,391

50,000 - - 198,477 The Subsidiary's other financial assets and liabilities at each reporting date are either receivable or payable within one year.

Capital management

The Subsidiary's capital structure is comprised of a combination of shareholders’ equity and loan finance. The objective of the Subsidiary when managing capital is to maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term. The capital structure is managed and adjusted to reflect changes in economic conditions. The Subsidiary funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from operating cash flows and the crowdfunding loans

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received. There are no externally imposed capital requirements. Financing decisions are made by the Directors based on forecasts of the expected timing and level of capital and operating expenditure required to meet the Subsidiary's commitments and development plans.

16 Share capital and reserves

The authorised share capital of the Subsidiary is 100 ordinary shares of £1.00 each.

Number of shares issued and fully

paid

Share capital

As at 30 April 2018, 31 October 2017, 31 October 2016 and 31 October 2015

100 100

17 Operating lease commitments

At 31 October 2017, the Subsidiary had aggregate minimum lease payments under non-cancellable operating leases for office and other sites as follows:





30 April 2018 £

£

£

£

Due within 1 year 33,500 7,692 8,345 33,500 Due within 2-5 years

134,000 - 7,692 117,250

167,500 7,692 16,037 150,750 On 3rd October 2017, the Subsidiary moved into new premises at Unit 1, Ninian Park, Ninian Park Way, Tamworth. The associated lease expires on 24th December 2022 and has an annual charge of £33,500. The 2015 and 2016 commitments related to an operating lease for the Subsidiary’s office at 5, Pebble Close, Tamworth. The Subsidiary entered into a 3-year lease on 6th October 2014 at an initial rent of £6,000 p.a., increasing to £8,000 in year 2 and £10,000 in year three.

18 Related party transactions

The remuneration of the sole Director and key management personnel is disclosed in note 6.

During the year ended 31 October 2017, the Subsidiary acquired sub-contractor technical development services to the value of £104,679 (2016: £15,000, 2015: nil) from DevClever Consortium Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, and his spouse Katie Jeffries, hold an interest. At 31 October 2017, £nil (2016: £nil, 2015: £nil) was outstanding in respect of these services.

During the year the Subsidiary acquired sub-contractor technical development services to the value of £123,593 (2016: £87,811, 2015: £11,763) from CleverDev Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, and Zee Chaudhry, senior technical manager, hold an interest. At 31 October 2017, £nil (2016: £nil, 2015: £nil) was outstanding in respect of these services.

During the year the Subsidiary provided services to the value of £33,167 (2016: £188,666, 2015: £107,637) to Customer Clever Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, holds an interest. At 31 October 2017, £nil (2016: £14,188, 2015: £24,517) was outstanding in respect of these services.

During the year the Subsidiary provided services to the value of £37,667 (2016: £25,000, 2015: £65,000) to Forever Worldwide Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, holds an interest. At 31 October 2017, £4,000 was held on account for future services (2016: £4,000). In 2015: £41,000 was outstanding in respect of these services.

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During the 6 months to 30 April 2018 the Subsidiary acquired sub-contractor technical development services to the value of £50,212 (2017: £28,825) from DevClever Consortium Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, and his spouse Katie Jeffries, hold an interest. At 30 April 2018, £nil (2017: £nil) was outstanding in respect of these services.

During the 6 months to 30 April 2018 the Subsidiary acquired sub-contractor technical development services to the value of £21,618 (2017: £66,977) from CleverDev Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, and Zee Chaudhry, senior technical manager, hold an interest. At 30 April 2018, £nil (2017: £nil) was outstanding in respect of these services.

During the 6 months to 30 April 2018 the Subsidiary provided services to the value of £nil (2017: £30,092) to Customer Clever Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, holds an interest. At 30 April 2018, £nil (2017: £nil) was outstanding in respect of these services.

During the 6 months to 30 April 2018 the Subsidiary provided services to the value of £nil (2017: £33,167) to Forever Worldwide Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, holds an interest. At 30 April 2018, £4,000 (2017: £4,000) was held on account for future services.

During the year the Subsidiary made purchases of £38,336 (2016: £nil, 2015: £nil) to Op Clever Limited, a company in which Christopher Jeffries, the sole director of the Subsidiary, holds an interest. At 31 October 2017, £nil (2016: £nil, 2015: £nil) was outstanding in respect of these services.

The following amounts were receivable / (payable) at the reporting dates by Christopher Jeffries and Katie Jeffries, spouse:





30 April 2018


30 April 2017 £

£

£

£

£

Christopher Jeffries - Directors loan

- 3,206 (4,405) 3,146 6,153

Katie Jeffries - Employee advance

- 1,100 1,100 - 1,100

- 4,306 (3,305) 3,146 7,253

Save as disclosed above, none of the key management personnel of the Subsidiary owe any amounts to the Subsidiary as at 31 October 2017 (2016: £nil, 2015: £nil), nor are there any amounts due from the Subsidiary to any of the key management personnel (2016: £nil, 2015: £nil). Save as disclosed above, none of the key management personnel of the Subsidiary owe any amounts to the Subsidiary as at 30 April 2018 (2017: £nil), nor are there any amounts due from the Subsidiary to any of the key management personnel (2017: £nil).

19 Ultimate controlling party

Christopher Michael Jeffries, the sole director, has ultimate control of the Subsidiary.

20 Post balance sheet events

On 12 June 2018, the Subsidiary entered into a secured convertible loan facility with ACQAM International FZE, in the aggregate amount of £200,000. The purpose of facility was to cover the initial costs of listing costs and to provide additional working capital. The Subsidiary had drawn £100,000 (plus fees) under the ACQAM Facility prior to it being repaid in full on or about 15 August 2018.

On 10 August 2018, the Subsidiary entered into a secured convertible loan facility with Syminex in the aggregate amount of £210,000. The Subsidiary has drawn £210,000 to repay the loans drawn under the ACQAM Facility of £110,000 and a further £100,000 for general working capital purposes. The facility is

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available until 31 December 2018. Loans bear interest at the rate of 10 per cent per annum, payable when the amount of interest exceeds £11,000.

Syminex may at any time on or before 31 December 2018 elect to convert the outstanding balance of the loans drawn into ordinary shares in the parent company, Dev Clever Holdings Limited, either at the placing price or, failing admission to the London Stock Exchange, at a price per share based on the valuation of the Subsidiary at £2.5 million.

Under the facility agreement, the Subsidiary has undertaken to procure the grant of warrants to subscribe for 3% of the fully-diluted share capital of the parent company on admission to the London Stock Exchange at the placing price, exercisable for a term of 5 years from Admission.

On 2 October 2018, the Subsidiary was acquired by Dev Clever Holdings Limited by a share for share exchange. 249,999,999 1p issued shares issued by Dev Clever Holdings Limited with a nominal value of £2,499,999.99 were exchanged for 100 £1 shares in DevClever Limited. Subsequent to the exchange DevClever Limited became a 100% subsidiary of the Company. As at the date of this Financial Information Dev Clever Holdings Limited has become a public company.

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PART VI (E) UNAUDITED PRO FORMA CONSOLIDATED NET ASSET STATEMENT FOR THE GROUP

Set out below is an unaudited pro forma statement of net assets of Dev Clever Holdings Plc (“the Company”) and Dev Clever Limited (“the Subsidiary”), which has been prepared on the basis of the notes set out below, in accordance with item 20.2 of the Annex I and items 1 to 6 of Annex II to the Prospectus Directive, to illustrate the effect on the Group of the Subscriptions as if they took place on 2 October 2018.

The Company purchased 100% of the Subsidiary on 2 October 2018, forming the Group. As the Company is newly formed, there is no obligation to produce Statutory consolidated accounts as yet and as such, the latest financial information available for the Group is the Historical Financial Information disclosed in Part VI (B) for the Company and Part VI (D) for the Subsidiary. Thus, the consolidated figures have been based on the net assets at the latest balance sheet date available for each entity, being 2 October 2018 (Company) and 30 April 2018 (Subsidiary).

The unaudited pro forma statement of net assets has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not reflect the actual financial position of the Group post listing.

No adjustments have been made to take account of trading, expenditure or other movements subsequent to the dates disclosed in the statement.

The unaudited pro forma information does not constitute financial statements within the meaning of section 434 of the Companies Act. Investors should read the whole of this Prospectus and not rely solely on the summarised financial information contained in this Part.

The report on the Pro Forma Financial Information is set out in Part VI (F) (Report on the Unaudited Pro Forma Statement of Net Assets).

105

Unaudited pro forma statement of net assets of the Group at 2 October 2018

Group Consolidated at 2 October

2018

Syminex Facility

Pre-IPO Shares net of

costs

Issue of Placing

Shares Net of costs

Unaudited pro forma

net assets on

admission

(Note 1) (Note 2) (Note 3) (Note 4) £ £ £ Assets Non-current assets

Tangible fixed assets 23,646 - - - 23,646 Intangible fixed assets 2,310,889 - - - 2,310,889 Deferred tax asset 66,969 - - - 66,969 Non-current assets 2,401,504 - - - 2,401,504 Current assets Trade and other receivables 130,142 - - - 130,142 Cash and cash equivalents 210,461 210,000 335,000 372,100 1,127,561 Current assets 340,603 210,000 335,000 372,100 1,257,703 Total assets 2,742,107 210,000 335,000 372,100 3,659,207 Liabilities Non-current liabilities Loans and borrowings 159,075 - - - 159,075 Non-current liabilities 159,075 - - - 159,075 Current liabilities Trade and other payables 43,630 - - - 43,630 Loans and borrowings 39,402 220,000 - (220,000) 39,402

Current liabilities 83,032 220,000 - (220,000) 83,032 Total liabilities 242,107 220,000 - (220,000) 242,107 Total assets less total liabilities

2,500,000 (10,000) 335,000 592,100 3,417,100

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NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED NET ASSET STATEMENT

The pro forma statement of net assets has been prepared on the following basis:

1. Consolidation

Dev Clever Holdings Plc as

at 2 October 2018

DevClever Limited as at 30

April 2018

Consolidation adjustment

Total

£ £ £ £ Assets Non-current assets 2,500,000 153,990 (252,486) 2,401,504 Current assets - 340,603 - 340,603 Total assets 2,500,000 494,593 (252,486) 2,742,107 Liabilities Non-current liabilities - 159,075 - 159,075 Current liabilities - 83,032 - 83,032 Total liabilities - 242,107 - 242,107 Total assets less total liabilities

2,500,000 252,486 (252,486) 2,500,000

Dev Clever Holdings financial information as at 2 October 2018 has been extracted from the Company’s audited financial statements for the period ended 2 October 2018 incorporated by reference in Part VI (B) – Historical Financial information of the Company, Dev Clever Holdings Plc of this document.

DevClever financial information as at 30 April 2018 has been extracted from DevClever’s financial statements for the period ended 30 April 2018 (unaudited interim information) incorporated by reference in Part VI (D) - Historical Financial information of the Subsidiary, DevClever Limited of this document.

The consolidation adjustment relates to the acquisition of DevClever Limited by Dev Clever Holdings Plc. A pro forma adjustment has been made to reflect the initial accounting for the DevClever Acquisition by Dev Clever Holdings, being the elimination of the investment in DevClever of £2,500,000 and recognition of goodwill of £2,247,514. The acquisition took place on 2 October 2018, however as the latest financial information for the subsidiary is from 30 April 2018 the pro forma statement shows the acquisition as if it took place on 30 April 2018. Dev Clever Holdings will need to determine the fair value of the net assets acquired pursuant to the DevClever Acquisition within 12 months of the acquisition date in accordance with IFRS 3. This process, known as a purchase price allocation exercise may result in reduction of goodwill, which may be material. The purchase price allocation process will require a valuation of identifiable intangible assets acquired.

2. Syminex facility

On 10 August 2018, the Subsidiary, DevClever Limited, entered into a secured facility agreement with Syminex for a convertible loan facility of £210,000, included in Cash and cash equivalents. Included within Loans and borrowings is the principal amount due of £210,000, plus interest payable of £10,000. Syminex has elected to convert the loan facility, plus interest of £10,000, to Ordinary shares on the date of the IPO. For details of this material contract, please see Paragraph 14 Syminex Facility of Section 12 Material Contracts in Part VII Additional information of the prospectus.

3. Pre-IPO Shares net of costs An adjustment has been made to reflect the cash proceeds of an issue of Pre-IPO shares of 33,500,000 Ordinary Shares of the Company at an issue price of £0.01 per Ordinary Share. Proceeds were received on 14th December 2018.

107

4. Issue of Placing Shares net of costs An adjustment has been made to reflect the proceeds of a placing of 59,000,000 Ordinary Shares of the Company at an issue price of £0.01 per Ordinary Share, net of an adjustment to reflect the payment in cash of admission costs estimated at approximately £217,900. On the date of the Placing, the £210,000 Syminex facility and £10,000 interest will be converted to 22,000,000 Ordinary Shares at an issue price of £0.01 per Ordinary Share. 5. Trading

No adjustments have been made to reflect trading or other transactions of the Group, other than those described above, since the dates referred to in the statement.



7. Statement of net assets

The pro forma statement of net assets does not constitute financial statements.

108

Unaudited pro forma statement of comprehensive income for the Group for the period ended 2 October 2018

Group Consolidated for the period

ended 2 October 2018

Syminex facility

Pre-IPO Shares net of costs

Issue of Placing net of

costs

Unaudited pro forma income statement on

admission

(Note 1) (Note 2) (Note 3) (Note 4) £’000 £’000 £’000 £’000 £’000

Revenue 220 - - - 220

Cost of sales (136) - - - (136)

Gross Profit 84 - - - 84

Operating expenses (234) - - (218) (452)

Finance expense (2) (10) - - (12)

Loss before tax (152) (10) - (218) (380)

Tax 56 - - - 56

Loss for the year (96) (10) - (218) (324)

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The pro forma statement of comprehensive income has been prepared on the following basis:

1. Consolidation

Dev Clever Holdings Plc for the period

ended 2 October 2018

DevClever Limited for the period ended 30

April 2018

Total

£’000 £’000 £’000 Revenue - 220 220

Cost of sales - (136) (136)

Gross Profit - 84 84

Operating expenses - (234) (234)

Finance expense - (2) (2)

Loss before tax - (152) (152)

Tax - 56 56

Loss for the year - (96) (96)

109

Dev Clever Holdings financial information for the period ended 2 October 2018 has been extracted from the

Company’s audited financial statements for the period ended 2 October 2018 incorporated by reference in Part VI (B) – Historical Financial information of the Company, Dev Clever Holdings Plc of this document.

DevClever financial information for the period ended 30 April 2018 has been extracted from DevClever’s financial statements for the period ended 30 April 2018 (unaudited interim information) incorporated by reference in Part

VI (D) - Historical Financial information of the Subsidiary, DevClever Limited of this document. Dev Clever Holdings Plc purchased 100% of the Subsidiary on 2 October 2018, forming the Group. As the Dev

Clever Holdings Plc is newly formed, there is no obligation to produce Statutory consolidated accounts as yet and

as such, the latest financial information available for the Group is the Historical Financial Information disclosed in

Part VI (B) for the Company and Part VI (D) for the Subsidiary. Thus, the figures from the Income statement have been based on the latest Income statement available for each entity, being the period ended 2 October 2018

(Dev Clever Holdings Plc) and the period ended 30 April 2018 (DevClever Limited).

2. Syminex facility

The finance costs relate to the interest of £10,000 payable on the Syminex facility. For details of this material

contract, please see Paragraph 14 Syminex Facility of Section 12 Material Contracts in Part VII Additional

information of the prospectus.

3. Issue of Placing Shares net of costs The placing costs relate to the payment in cash of admission costs estimated at approximately £217,900.

4. Adjustments No adjustments have been made to reflect the trading or other transactions of the group since 30 April

2018 for DevClever Limited and 2 October 2018 for Dev Clever Holdings Plc.



7. Statement of Comprehensive Income

The pro forma statement of comprehensive income does not constitute financial statements.

110

PART VI (F) REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The Directors Dev Clever Holdings Plc Ventura Park Road Tamworth B78 3HL Dear Sirs Introduction

We report on the unaudited pro forma statement of net assets at 2 October 2018 (‘the Pro Forma Financial Information’) set out in Part VI (C) of the Company’s Prospectus dated 15 January 2019, which has been prepared on the basis described in Part VI (C) of this document, for illustrative purposes only, to provide information about how the Placing and Admission might have affected the net assets presented on the basis of the accounting policies adopted by the Company in preparing the audited financial information for the period ended 2 October 2018. This report is required by Annex I, item 20.2 of Commission Regulation (EC) No 809/2004 and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the Directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex I, item 20.2 of Commission Regulation (EC) No 809/2004.

It is our responsibility to form an opinion, in accordance with Annex I, item 20.2 of Commission Regulation (EC) No 809/2004, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you in accordance with Annex II, item 7 of Commission Regulation (EC) No 809/2004.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to Shareholders of the Company as a result of the inclusion of this report in the Prospectus, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statements, required by and given solely for the purposes of complying with Prospectus Rule 5.5.3R (2)(f), consenting to its inclusion in the Prospectus.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we have performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and

111

accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

the Pro Forma Financial Information has been properly compiled on the basis stated; and

such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I, item 1.2 of Commission Regulation (EC) No 809/2004.

Yours faithfully

PKF Littlejohn LLP 1 Westferry Circus Reporting Accountant Canary Wharf

London E14 4HD 15 January 2019

112

PART VII ADDITIONAL INFORMATION

1. Responsibility

The Company and each of the Directors and Proposed Directors whose names appear on page 39 of this document accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import.

2. The Company

2.1 The Company’s legal and commercial name is Dev Clever Holdings plc.

2.2 The Company was incorporated in England and Wales on 26 September 2018 under the name Dev Clever Holdings Limited with registered number 11589976 as a private limited company under CA 2006. On 15 October 2018, the Company re-registered as a public limited company and changed its name to Dev Clever Holdings plc.

2.3 The domicile of the Company is the United Kingdom. The principal legislation under which the Company operates is CA 2006. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.

2.4 The Company’s registered office is at Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL, United Kingdom and the telephone number is 0330 058 2922.

2.5 The Company is a holding company. On 2 October 2018, the Company acquired the entire share capital of the Subsidiary pursuant to the Share Exchange Agreement.

2.6 The Subsidiary has been trading since 2013 and currently carries out all trading activities of the Group. The Subsidiary is, and is expected to be, the counterparty to the consultant and staff contracts, commercial contracts with third parties, and the lease in relation to the Group’s premises in Tamworth, UK. As at the date of this document, the Company has no other subsidiaries or investments or any investments in progress.

2.7 On 4 October 2018, the Company adopted the Articles in substitution for and to the exclusion of the Company’s existing articles of association.

3. Subsidiaries and investments

3.1 The corporate structure of the Group is detailed in the diagram below:

Dev Clever Holdings plc

DevClever Limited

100%

113

3.2 The Company has one wholly owned subsidiary, as follows:

Name Incorporation details Share capital Shareholder Activity

DevClever Limited Incorporated in England and Wales on 16 April 2013 with registered number 08491618

100 ordinary shares of £1 each

The Company Trading company

4. Share Capital

4.1 In accordance with CA 2006, the Company has no limit on its authorised share capital.

4.2 On incorporation, the Company had share capital of £0.01 comprising one ordinary share of £0.01, which was subscribed for and issued and allotted to Christopher Jeffries and which was fully paid up.

4.3 On 2 October 2018, the Company acquired the entire share capital of the Subsidiary pursuant to the Share Exchange Agreement. The consideration of such acquisition comprised 249,999,999 Ordinary Shares issued and allotted to Christopher Jeffries, together with one existing Ordinary Share subscribed for by Christopher Jeffries on incorporation of the Company. The aggregate nominal value of such consideration was £2,500,000. These Ordinary Shares were issued at a price per share of £0.01 and were fully paid up.

4.4 On 14 December 2018, the Company issued and allotted 33,500,000 Ordinary Shares to certain investors under the Pre-IPO Fundraise, at the issue price of £0.01, raising a gross amount of £335,000. The Ordinary Shares were fully paid up.

4.5 The issued and fully paid up share capital of the Company at the date of this document and on Admission will be as follows:

Number of Ordinary Shares allotted and fully paid

Aggregate Nominal value of Ordinary Shares

Current 283,500,000 £2,835,000

On Admission A minimum of 364,500,000 to

a maximum of 374,500,000

A minimum of £ 3,645,000 to a maximum of £ 3,745,000

114

4.6 Pursuant to a resolution passed on 4 December 2018, the Company resolved:

4.6.1 That:

4.6.1.1 the Directors of the Company be generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £1,775,422. This authority will, unless renewed, varied or revoked by the Company, expire on 31 December 2019 or, if earlier, the conclusion of the Company’s next annual general meeting, but the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or Rights to be granted after it has expired and the Directors may allot shares or grant Rights under any such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and

4.6.1.2 this authority revokes and replaces all unexercised authorities previously granted to the Directors to allot Rights, but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.

4.6.2 That, subject to the passing of the resolution set out in paragraph 4.6.1:

4.6.2.1 in accordance with section 570 of the Act, the Directors be given the general power to allot equity securities (as defined by section 560 of the Act) for cash pursuant to the authority conferred by Resolution 1, as if section 561(1) of the Act did not apply to any such allotment. This power is limited to:

4.6.2.1.1 the allotment of equity securities in connection with an offer by way of a rights issue:

4.6.2.1.1.1 to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

4.6.2.1.1.2 to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary; and

4.6.2.1.2 the allotment (otherwise than pursuant to paragraph 2.1.1) of equity securities up to an aggregate nominal amount of £1,502,280; and

4.6.2.2 the Directors may, for the purposes of paragraph 4.6.2.1, impose any limits or restrictions and make any arrangements which they consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

4.6.2.3 the power granted by this resolution will expire on 31 December 2019 or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and

4.6.2.4 this resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.

115

4.7 The provisions of section 561(1) CA 2006 (to the extent not disapplied pursuant to sections 570-571 CA 2006) confer on shareholders certain rights of pre-emption in respect of the allotment of equity securities (as defined in section 560 CA 2006) which are, or are to be, paid up in cash and will apply to the unissued share capital of the Company, except to the extent disapplied by the resolution referred to in paragraph 4.6 above.

4.8 The Ordinary Shares will be listed on the Official List and will be traded on the main market of the London Stock Exchange. The Ordinary Shares are not currently listed or traded, and no application has been or is being made for the admission of the Ordinary Shares to listing or trading, on any other stock exchange or securities market.

4.9 Each Placing Share will rank in full for all dividends and distributions declared made or paid after their issue and otherwise pari passu in all respects with each Existing Ordinary Share and will have the same rights (including voting and dividend rights and rights on a return of capital).

4.10 Details of options and warrants over Ordinary Shares as at the date of this document are set out below.

The Company has issued the following Options, some of which are conditional upon Admission:

Date of Grant Aggregate

number of

options granted

Exercise Price Exercise Conditions Lapse Date

14 January 2019 8,618,785 Placing Price 1/3 to vest on the 1st

anniversary of grant, 1/3 to

vest on the 2nd anniversary

of grant, 1/3 to vest on the

third anniversary of grant

14 January 2029

14 January 2019 10,000,000 Placing Price 1/3 to vest on the 1st

anniversary of grant, 1/3 to

vest on the 2nd anniversary

of grant, 1/3 to vest on the

third anniversary of grant

14 January 2029

Total 18,618,785

Assuming exercise of all of the outstanding Options in full, the Options represent approximately up to 5.11% over the Enlarged Share Capital. The Company retains the ability to make further awards under the Share Option Scheme, and anticipates that the Company will make further awards in the future.

The Company will on Admission issue warrants over a minimum of 13,852,264 and a maximum of 14,152,264 Ordinary Shares (depending on the final size of the Subscription), pursuant to the Warrant Agreements as described in paragraph 12 of Part VII of this document. Details of such warrants are as follows:

Date of

Instrument

Warrant

Holder

Number of Warrants Price per

Ordinary

Share

Conditional

on

Admission

Exercise

Period

Transferrable Exercised Lock-in

14 January

2019

Syminex 3% of the Company’s

fully diluted share

capital, amounting to

11,562,264 to

11,862,264 Ordinary

Shares*

Placing Price Yes 5 years from

grant

No No None

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Date of

Instrument

Warrant

Holder

Number of Warrants Price per

Ordinary

Share

Conditional

on

Admission

Exercise

Period

Transferrable Exercised Lock-in

14 January

2019 Cornhill 2,290,000 Placing Price Yes 5 years from

grant

No No 179 days from

date of the

agreement

Total 13,852,264 to

14,152,264

* The number of Ordinary Shares under such warrants will depend on the final size of the Subscription.

Assuming exercise of all of the outstanding warrants in full, the warrants represent approximately up to additional 3.80% over the Enlarged Share Capital.

4.11 Details of convertible instruments (other than options or warrants) over Ordinary Shares as at the date of this document are set out below:

Convertible instruments over Ordinary Shares

Name Date of

Instrument

Amount

Convertible

at

Conversion

Price

Conversion

Price

Number of Ordinary Shares Date of Issue

Syminex 10 August 2018 £220,000 Placing Price 22,000,000 On Admission

Total £220,000

4.12 Except for the Company’s obligations to issue and allot Ordinary Shares pursuant to the Placing or otherwise as disclosed in this paragraph 4, there are no rights and/or obligations over the Company’s unissued share or loan capital nor do there exist any undertakings to increase the Company’s share or loan capital.

4.13 Except as disclosed in this paragraph 4, no share of the Company or any subsidiary is under option or has been agreed conditionally or unconditionally to be put under option.

4.14 Except as disclosed in this paragraph 4, the Company does not have in issue any securities not representing share capital nor any shares which are held by or on behalf of the Company itself, and there are no outstanding convertible securities issued by the Company.

4.15 On Admission, on the basis that Chris Jeffries does not participate in the Placing or the Subscription, he will suffer a dilution of up to 21.43% in his aggregate interests in the Company.

4.16 The Ordinary Shares may be held in either certificated form or in uncertificated form under the CREST system.

4.17 Except as disclosed in this paragraph 4 and as referred to in paragraph 12 below, since the date of incorporation of the Company: (i) there has been no change in the amount of the issued share or loan capital of the Company; and (ii) no commissions, discounts, brokerages or other special terms have been granted by the Company in connection with the issue or sale of any share capital of the Company.

4.18 To the best of the Directors’ and the Proposed Directors’ knowledge, no-one, directly or indirectly, acting jointly, exercise or could exercise control over the Company, other than other than Chris Jeffries (or his associates from time to time), whose relationship with the Company is governed by a relationship agreement, as detailed in paragraph 12.19 of this Part VII.

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4.19 Since incorporation of the Company and up to the date of this document, more than 10 per cent. of the share capital of the Company has been paid for with assets other than cash.

4.20 The ISIN number in respect of the Ordinary Shares is GB00BH452L44. The Ordinary Shares are and will be created and issued under CA 2006 and are denominated in pounds sterling.

4.21 The registrars of the Company are Neville Registrars Limited. They will be responsible for maintaining the register of members of the Company.

5. Objects of the Company

The Company’s objects are unrestricted.

6. Articles of association

The rights attaching to the Ordinary Shares, as set out in the Articles contain, amongst others, the following provisions:

Votes of members

6.1 Subject to any special terms as to voting or to which any shares may have been issued or, no shares having been issued subject to any special terms, on a show of hands every member who being an individual is present in person or by proxy or, being a corporation is present by a duly authorised representative, has one vote, and on a poll every member has one vote for every share of which he is the holder.

6.2 Unless the directors determine otherwise, a member of the Company is not entitled in respect of any shares held by him to vote at any general meeting of the Company if any amounts payable by him in respect of those shares have not been paid or if the member has a holding of at least 0.25% of any class of shares of the Company and has failed to comply with a notice under section 793 CA 2006.

Variation of rights

6.3 The Articles do not contain provisions relating to the variation of rights as these matters are dealt with in section 630 CA 2006. If at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the holders of at least three fourths in nominal value of that class or with the sanction of an extraordinary resolution passed at a separate meeting of the holders of that class but not otherwise.

Transfer of shares

6.4 Subject to the provisions of the Articles relating to CREST, all transfers of shares will be effected in any usual form or in such other form as the board approves and must be signed by or on behalf of the transferor and, in the case of a partly paid share, by or on behalf of the transferee. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect of it.

6.5 The directors may, in their absolute discretion and without assigning any reason, refuse to register the transfer of a share in certificated form if it is not fully paid or if the Company has a lien on it, or if it is not duly stamped, or if it is by a member who has a holding of at least 0.25% of any class of shares of the Company and has failed to comply with a notice under section 793 CA 2006. In exceptional circumstances approved by the London Stock Exchange, the directors may refuse to register any such transfer, provided that their refusal does not disturb the market.

6.6 The Articles contain no restrictions on the free transferability of fully paid Ordinary Shares provided that the transfers are in favour of not more than four transferees, the transfers are in respect of only one class of share and the provisions in the Articles, if any, relating to registration of transfers have been complied with.

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Payment of dividends

6.7 Subject to the provisions of CA 2006 and to any special rights attaching to any shares, the Shareholders are to distribute amongst themselves the profits of the Company according to the amounts paid up on the shares held by them, provided that no dividend will be declared in excess of the amount recommended by the directors. A member will not be entitled to receive any dividend if he has a holding of at least 0.25% of any class of shares of the Company and has failed to comply with a notice under section 793 CA 2006. Interim dividends may be paid if profits are available for distribution and if the directors so resolve.

Unclaimed dividends

6.8 Any dividend unclaimed after a period of 12 years from the date of its declaration will be forfeited and will revert to the Company.

Untraced Shareholders

6.9 The Company may sell any share if, during a period of 12 years, at least three dividends in respect of such shares have been paid, no cheque or warrant in respect of any such dividend has been cashed and no communication has been received by the Company from the relevant member. The Company must advertise its intention to sell any such share in both a national daily newspaper and in a newspaper circulating in the area of the last known address to which cheques or warrants were sent. Notice of the intention to sell must also be given to the London Stock Exchange.

Return of capital

6.10 On a winding-up of the Company, the balance of the assets available for distribution will, subject to any sanction required by CA 2006, be divided amongst the members.

Borrowing powers

6.11 Subject to the provisions of CA 2006, the directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets, including its uncalled or unpaid capital, and to issue debentures and other securities and to give guarantees.

Directors

6.12 No shareholding qualification is required by a director.

6.13 The directors are entitled to fees, in addition to salaries, at the rate decided by them, subject to an aggregate limit of £150,000 per annum or such additional sums as the Company may by ordinary resolution determine. The Company may by ordinary resolution also vote extra fees to the directors which, unless otherwise directed by the resolution by which it is voted, will be divided amongst the directors as they agree, or failing agreement, equally. The directors are also entitled to be repaid all travelling, hotel and other expenses incurred by them in connection with the business of the Company.

6.14 At the third (or next subsequent) annual general meeting after an annual general meeting or general meeting at which a director was appointed, such director will retire from office. A retiring director is eligible for reappointment.

6.15 The directors may from time to time appoint one or more of their body to be the holder of an executive office on such terms as they think fit.

6.16 Except as provided in paragraphs 6.17 and 6.18 below, a director may not vote or be counted in the quorum present on any motion in regard to any contract, transaction, arrangement or any other proposal in which he has any material interest, which includes the interest of any person connected with him, otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. Subject to CA 2006, the Company may by ordinary resolution suspend or relax this provision to any extent or ratify any transaction not duly authorised by reason of a contravention of it.

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6.17 In the absence of some other material interest than is indicated below, a director is entitled to vote and be counted in the quorum in respect of any resolution concerning any of the following matters:

(a) the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiaries;

(b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in its underwriting or sub-underwriting;

(d) any contract, arrangement, transaction or other proposal concerning any other company in which he is interested provided that he is not the holder of or beneficially interested in 1% or more of any class of the equity share capital of such company, or of a third company through which his interest is derived, or of the voting rights available to members of the relevant company, any such interest being deemed to be a material interest, as provided in paragraph 6.16 above, in all circumstances;

(e) any contract, arrangement, transaction or other proposal concerning the adoption, modification or operation of a superannuation fund or retirement, death or disability benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval by HMRC;

(f) any contract, arrangement, transaction or other proposal concerning the adoption, modification or operation of an employee share scheme which includes full time executive directors of the Company and/or any subsidiary or any arrangement for the benefit of employees of the Company or any of its subsidiaries and which does not award to any director any privilege or advantage not generally accorded to the employees to whom such a scheme relates; and

(g) any contract, arrangement, transaction or proposal concerning insurance which the Company proposed to maintain or purchase for the benefit of directors or for the benefit or persons including the directors.

6.18 If any question arises at any meeting as to the materiality of a director’s interest or as to the entitlement of any director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question must be referred to the chairman of the meeting and his ruling in relation to any other director will be final and conclusive except in a case where the nature or extent of the interest of such director has not been fully disclosed.

6.19 The directors may provide or pay pensions, annuities, gratuities and superannuation or other allowances or benefits to any director, ex-director, employee or ex-employee of the Company or any of its subsidiaries or to the spouse, civil partner, children and dependants of any such director, ex-director, employee or ex-employee.

CREST

6.20 The directors may implement such arrangements as they think fit in order for any class of shares to be held in uncertificated form and for title to those shares to be transferred by means of a system such as CREST in accordance with the Uncertificated Securities Regulations 2001 and the Company will not be required to issue a certificate to any person holding such shares in uncertificated form.

Disclosure notice

6.21 The Company may by notice in writing require a person whom the Company knows or has reasonable cause to believe to be or, at any time during the three years immediately preceding the date on which the notice is issued, to have been interested in shares comprised in the Company’s relevant share capital:

(a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and

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(b) where he holds or has during that time held an interest in shares so comprised, to give such further information as may be required in the notice.

General meetings

6.22 An annual general meeting and an extraordinary general meeting for the passing of a special resolution must be called by at least 21 days’ notice, and all other general meetings must be called by at least 14 days’ notice.

6.23 Notices must be given in the manner stated in the articles to the members, other than those who under the provisions of the articles or under the rights attached to the shares held by them are not entitled to receive the notice, and to the auditors.

6.24 No business may be transacted at any general meeting unless a quorum is present which will be constituted by two persons entitled to vote at the meeting each being a member or a proxy for a member or a representative of a corporation which is a member. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of, or by, members, will be dissolved.

6.25 At a general meeting, a resolution put to the vote will be decided on a show of hands unless, before or on the declaration of the show of hands, a poll is demanded by the chairman or by at least five members present in person or by proxy and entitled to vote or by a member or members entitled to vote and holding or representing by proxy at least one tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll is demanded as above, a declaration by the chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of general meetings of the Company is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

6.26 No member is entitled to vote at any general meeting either personally or by proxy or to exercise any privilege as a member, unless all calls or other sums presently payable to him in respect of shares in the Company have been paid.

6.27 The appointment of a proxy must be in any usual form, or such other form as may be approved by the directors, and must be signed by the appointor or by his agent duly authorised in writing or if the appointor is a corporation, must be either under its common seal or signed by an officer or agent so authorised. The directors may, but will not be bound to, require evidence of authority of such officer or agent. An instrument of proxy need not be witnessed.

6.28 The proxy will be deemed to include the right to demand or join in demanding a poll and generally to act at the meeting for the member giving the proxy.

6.29 The directors may direct that members or proxies wishing to attend any general meeting must submit to such searches or other security arrangements or restrictions as the directors consider appropriate in the circumstances and may, in their absolute discretion, refuse entry to, or eject from, such general meeting any member or proxy who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.

7. Substantial Shareholders

7.1 Except for the interests of those persons set out in this paragraph and in paragraph 10.1 below, the Directors and the Proposed Directors are not aware of any interests (other than interests of the Directors and Senior Management) which, at the date of this document and immediately following Admission, would amount to 3% or more of the Company’s issued share capital:

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Name Ordinary Shares as at

the date of this document

Percentage of Existing Ordinary

Shares

Ordinary Shares on Admission


Capital

Christopher Jeffries 250,000,000 88.18% 250,000,000 Between 66.76% and

68.59%*

* This percentage will depend on the final size of the Subscription.

7.2 No major holder of Ordinary Shares, either as listed above, or as set out in paragraph 10 of this Part VII, has voting rights different from other holders of Ordinary Shares.

7.3 So far as the Company is aware, there are no arrangements in place the operation of which may at a subsequent date result in a change of control of the Company.

8. The Directors

8.1 The Directors, the Proposed Directors and their respective functions are as follows:

Christopher Michael Jeffries (CEO, Founder and Executive Chairman)

Nicholas Abdo Rodney Ydlibi (Finance Director)

Chantal Benedicte Forrest (from Admission, Non-Executive Director)

David Rudi Ivy (from Admission, Non-Executive Director)

8.2 The business address of each of the Directors and the Proposed Directors is Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL, United Kingdom.

9. Senior Management

The Group’s senior management currently comprises Michelle Rodger, the Subsidiary’s Head of Projects, Zee Chaudhry, the Subsidiary’s Head of Technical, and Katie Jeffries, the Subsidiary’s Head of Design.

10. Directors’ and Senior Managements’ interests in the Company including service agreements

10.1 The interests of the Directors, the Proposed Directors, Senior Management and persons connected with them, within the meaning of sections 252 and 253 CA 2006, in the share capital of the Company, at the date of this document and immediately following Admission, all of which are beneficial, are:

Name Ordinary Shares as at the date of

this document

Percentage of Existing Ordinary

Shares

Ordinary Shares on Admission


Capital


250,000,000 88.18% 250,000,000 Between 66.76% and 68.59%

Nicholas Ydlibi 0 0% 1,250,000 0.33%

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10.2 The Directors and Senior Management and persons connected with them hold, or are upon Admission intended to hold, the following options over Ordinary Shares pursuant to the Share Option Schemes:

Name Date of Grant Aggregate

number of

options

granted

Exercise

Price

Exercise Conditions Lapse Date

Nicholas Ydlibi 14 January 2019 10,000,000 Placing

Price

1/3 to vest on the 1st anniversary of

grant, 1/3 to vest on the 2nd

anniversary of grant, 1/3 to vest on

the third anniversary of grant

14 January

2029

Michelle Rodger 14 January 2019 1,325,967 Placing

Price





14 January

2029

Katie Jeffries 14 January 2019 662,983 Placing

Price





14 January

2029

10.3 Except as disclosed in paragraphs 10.1 and 10.2, none of the Directors, the Proposed Directors or Senior Management nor any person connected with them, within the meaning of sections 252 and 253 CA 2006, is interested in the share capital of the Company, or in any related financial products referenced to the Ordinary Shares.

10.4 The Funding Circle Loan is personally guaranteed by Christopher Jeffries. The Crowd2Fund Loan is personally, jointly and severally guaranteed by Christopher Jeffries, Katie Jeffries and Nicholas Ydlibi. Other than disclosed in this document, there are no outstanding loans or options granted by the Company to any Director, Proposed Director or Senior Management, nor has any guarantee been provided by the Company for their benefit.

10.5 The Group has entered into the following agreements and letters of appointment with Directors, proposed Directors and Senior Management:

(a) a service agreement, effective 1 May 2018, pursuant to which Christopher Jeffries was appointed as a Chief Executive Officer and Executive Director of the Subsidiary for an annual fee of £80,000, plus car allowance of £9,000 per annum, in each case payable monthly in arrears. The appointment is terminable on a 12 months’ notice on either side. No compensation is payable for loss of office and the appointment may be terminated immediately if Christopher Jeffries is, among other things, in material breach of the terms of the appointment. During the term of his appointment, Christopher Jeffries is prohibited from carrying out practices that would conflict with his role with the Subsidiary or would reasonably be considered harmful to the interests of the Subsidiary;

(b) a service agreement, effective 1 November 2017, pursuant to which Nicholas Ydlibi was appointed as a Finance Director of the Subsidiary for an annual fee of £65,000, payable monthly in arrears. The appointment is terminable on a six months’ notice on either side. No compensation is payable for loss of office and the appointment may be terminated immediately if Nicholas Ydlibi is, among other things, in material breach of the terms of the appointment. During the term of his appointment, Nicholas Ydlibi Jeffries is prohibited from carrying out practices that would conflict with his role with the Subsidiary or would reasonably be considered harmful to the interests of the Subsidiary;

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(c) a letter of appointment dated 4 January 2019 pursuant to which Chantal Forrest was appointed, with effect from Admission, as a Non-Executive Director of the Company for an annual fee of £20,000, payable monthly in arrears. Chantal Forrest will be expected to devote 15 days a year to perform her duties for the Company. The appointment has no fixed term, but is terminable on a three months’ notice on either side. No compensation is payable for loss of office and the appointment may be terminated immediately if Chantal Forrest is, among other things, in material breach of the terms of the appointment;

(d) a letter of appointment dated 4 January 2019 pursuant to which David Ivy was appointed, with effect from Admission, as a Non-Executive Director of the Company for an annual fee of £20,000, payable monthly in arrears. David Ivy will be expected to devote 15 days a year to perform his duties for the Company. The appointment has no fixed term, but is terminable on a three months’ notice on either side. No compensation is payable for loss of office and the appointment may be terminated immediately if David Ivy is, among other things, in material breach of the terms of the appointment;

(e) an agreement dated 8 January 2018 between the Subsidiary and Michelle Rodger pursuant to which Michelle Rodger was appointed as the project director of the Subsidiary with effect from 1 December 2017. The agreement may be terminated by the Subsidiary on a one week’s written notice and by the executive – on one month’s written notice. The agreement entitles the executive to a gross annual salary of £45,000;

(f) an agreement dated entered into between the Subsidiary and Absolutebyte Limited, a company owned by Zee Chaudhry, the Subsidiary’s Head of Technical for provision of development/programming services, with effect from 2 January 2019. The agreement may be terminated by either party on a 90 days’ written notice. The agreement entitles Absolutebyte Limited to a monthly fee of £4,000; and

(g) an agreement dated 7 November 2017 between the Subsidiary and Katie Jeffries pursuant to which Katie Jeffries was appointed as the design director of the Subsidiary. The agreement may be terminated by the Subsidiary on a five weeks’ written notice and by the executive – on one month’s written notice. The agreement entitles the executive to a gross annual salary of £39,146.

10.6 The aggregate remuneration paid and benefits in kind granted to the Directors and Senior Management for the period from 1 November 2017 to Admission, under the arrangements in force at the date of this document, amount to £313,102. It is estimated that the aggregate remuneration payable to the Directors, the Proposed Directors and Senior Management from the date of Admission to 31 October 2019 under arrangements that are in force and that will come into effect on Admission will amount to £244,050.

10.7 Except as set out above, there are no liquidated damages or other compensation payable by the Company upon early termination of the contracts of the Directors, the Proposed Directors and Senior Management. None of the Directors, the Proposed Directors or Senior Management has any commission or profit sharing arrangements with the Company.

10.8 Except as provided for in paragraph 10.6 above, the total emoluments of the Directors, the Proposed Directors and Senior Management will not be varied as a result of Admission.

10.9 Except as disclosed in this paragraph 10, there are no existing or proposed service contracts between the Company and any of the Directors, the Proposed Directors or Senior Management which are not terminable on less than 12 months’ notice, nor have any of their letters of appointment or service contracts been amended in the six months prior to the date of this document.

10.10 Except as disclosed in this paragraph 10, there is no pension, retirement or similar benefit established by the Company, nor is any such arrangements proposed.

10.11 In addition to their directorships of the Company, the Directors, the Proposed Directors and Senior Management are or have been members of the administrative, management or supervisory bodies or

124

partners of the following companies or partnerships (which, unless otherwise stated, are incorporated in the UK) within the five years prior to the publication of this document:

Director/Senior Manager Current Appointments Previous Appointments


Clever Dev Limited Devclever Consortium Limited Forever Worldwide Limited

Ops Clever Limited Customer Clever Limited Café Tianis Ltd

Nicholas Ydlibi LEAD Multi-Academy Trust (Non-Executive Trustee)

Katie Jeffries Devclever Consortium Limited

Chantal Forrest The Greenhead College (Governor) Yorkshire Water Services Holdings Limited Saltaire Water Limited Kelda Finance (No.1) Limited Kelda Pik Co Limited Kelda Holdco Limited Kelda Eurobond Co Limited Kelda Junior Holdco Limited Kelda Buffer Limited Kelda Finance (NO.3) PLC Kelda Group Limited Yorkshire Water Services Finance Limited Kelda Finance (NO.2) Limited Yorkshire Water Services Limited Kelda Non-Reg Holdco Limited Electric North West Number 1 Company Limited Electric North West (Construction and Maintenance) Limited ENW Finance PLC North West Electricity Networks (UK) Limited ENW Capital Finance PLC North West Electricity Networks PLC North West Electricity Networks (Holdings) Limited North West Electricity Networks (Finance) Limited Nwen Group Limited The York Waterworks Limited Featurepack Limited WBB Industrial Ceramics Limited Kelda Limited Glandwr Cyfyngedig Yorkshire Water Estates Limited Yorkshire Water Projects Limited Safe-Move Limited

125

Yorkshire Water Limited Electricity North West Limited British Industrial Sand(Scotland) Limited WBB Technology Limited Nwen Finance PLC

David Ivy Drive Digital Limited Solatium Properties Ltd

Prisoners of Conscience Appeal Fund (Trustee) Limited Beauty Dept Limited Blue Hacienda Limited Automatch Limited AVH Solutions Limited

10.12 Chris Jeffries was a shareholder of BFIG Limited and a director and shareholder of Bluefish Media Limited. Due to the shareholders’ decision to develop their respective businesses separately, BlueFish group was dissolved. As such, BFIG Limited went into creditors’ voluntary liquidation on 4 December 2013 and was dissolved on 14 January 2015 with a deficit to creditors of £42,296. Bluefish Media Limited went into creditors’ voluntary liquidation on 4 April 2011 and was dissolved on 21 August 2012 with a deficit to creditors of £37,112.

10.13 David Ivy was a shareholder and a director of Beauty Dept Limited between 23 May 2012 and 17 April 2015. As a result of the abrupt change in exchange rates that followed the vote for the UK to exit the European Union, that company suffered financial difficulties. David was re-appointed to its board on 29 July 2016 to assist the company in those circumstances. The company was, however found to be unprofitable in the circumstances and was placed into creditors’ voluntary liquidation on 9 December 2016. The company was dissolved on 30 April 2018 with a deficit to creditors of £206,832.71.

10.14 Other than as stated in paragraphs 10.12 and 10.13 above, no Director, Proposed Director or member of the Senior Management has:

(a) had any convictions in relation to fraudulent offences or unspent convictions in relation to indictable offences;

(b) had a bankruptcy order made against him or entered into an individual voluntary arrangement;

(c) been a director of any company or been a member of the administrative, management or supervisory body of an issuer or a senior manager of an issuer which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, or company voluntary arrangement or which entered into any composition or arrangement with its creditors generally or any class of its creditors whilst he was acting in that capacity for that company or within the 12 months after he ceased to so act;

(d) been a partner in any partnership placed into compulsory liquidation, administration or partnership voluntary arrangement where such director was a partner at the time of or within the 12 months preceding such event;

(e) been subject to receivership in respect of any asset of such Director or Proposed Director or of a partnership of which the Director was a partner at the time of or within 12 months preceding such event; or

(f) been subject to any official public criticisms by any statutory or regulatory authority (including designated professional bodies) nor has such Director or Proposed Director been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.

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10.15 Other than as disclosed in paragraph 18 of this Part VII, no Director, Proposed Director or Senior Manager has been interested in any transaction with the Company which was unusual in its nature or conditions or significant to the business of the Company during the current financial year which remains outstanding or unperformed.

10.16 In the case of those Directors, Proposed Directors or Senior Management who have roles as directors of companies other than the Company or are otherwise interested in other companies or businesses, although there are no current conflicts of interest, it is possible that the general duties under chapter 2 of part 10 CA 2006 and fiduciary duties owed by those Directors or Proposed Directors to companies or other businesses of which they are directors or otherwise interested in from time to time may give rise to conflicts of interest with the duties owed to the Company. Except as mentioned above and in paragraph 6 of Part II: Directors, Senior Management and Corporate Governance, there are no potential conflicts of interest between the duties owed by the Directors or the Proposed Directors to the Company and their private duties or duties to third parties.

10.17 Except for the Directors, the Proposed Directors and the Senior Management, the Board does not believe that there are any other senior managers who are relevant in establishing that the Company has the appropriate expertise and experience for the management of the Company’s business.

10.18 Nicholas Ydlibi will be subscribing to 1,250,000 Subscription Shares on Admission. The terms of the Subscription are set out in paragraph 12.5 of this Part VII.

11. Share Option Scheme

11.1 The Company has adopted the Share Option Scheme. A summary of the rules of the schemes is set out below.

Grant of Options

11.2 Options may be granted by the Company (or other grantors with the consent of the Board).

11.3 Options may not be granted at any time when that grant would be prohibited by, or in breach of, the Market Abuse Regulation or any other law, regulation with the force of law or the Listing Rules.

11.4 No options may be granted after the tenth anniversary of the date the Share Option Scheme are adopted.

Exercise Conditions

11.5 Grants may be made subject to exercise conditions.

11.6 The Board may vary or waive such exercise conditions, provided that if the performance conditions are varied then new conditions must not be more onerous than the original conditions.

Overall Grant Limits

11.7 The Company may not grant options if that grant would result in the total number of shares put under option in the last 10 years (together with any shares that have been issued in the last 10 years to fulfil options) exceeding 10% of the issued share capital of the Company. Shares granted pursuant to options that can no longer be exercised are excluded when calculated this limit.

Termination of Employment

11.8 If an option holder dies, his estate may exercise a proportion of his option for a period that cannot extend beyond the first anniversary of the death. The proportion capable of exercise is determined by the Board; however it cannot be less than the proportion already capable of exercise at the date of death but they Board has the discretion to specify a higher proportion.

11.9 If an option holder leaves employment for “good leaver” reasons (including, but not limited to, as a result of ill health, disability, redundancy or retirement), he can exercise a proportion of his option during the period of 90 days following the cessation of employment. That proportion cannot be less than the proportion already capable of exercise at the date employment ceases but the Board can specify a higher

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proportion. The Board also has the discretion to permit the option holder to retain his options, or a proportion of them, longer than 90 days.

11.10 If an option holder leaves employment for any other reason (a “bad leaver”) then the option will lapse immediately. However, the Board has power to allow the option holder to retain his option at its discretion.

Relationship with employment/consultancy contract

11.11 Options are not intended to form any contract of employment or consultancy and individuals who participate will not have any rights to damages for any loss, or potential loss of benefit, in the event of termination of office.

11.12 Benefits under the Share Option Scheme are not pensionable.

Takeovers and Liquidation

11.13 If the Board considers that a change of control is likely to occur, the Board can allow option holders to exercise all or a proportion of their options before the acquirer obtains control.

11.14 If a change of control occurs, then the option holders have 90 days to exercise their options in respect of the options capable of exercise at that point (or such higher proportion as the Board may, in its absolute discretion, determine). If they do not exercise their options in 90 days, they will lapse.

11.15 If an acquirer offers option holders an opportunity to exchange their options for new options over shares in the acquirer then options will stay in existence long enough to allow the option holders to accept the exchange, and will lapse if they are not exchanged.

11.16 If the Shareholders receive notice of a resolution for the voluntary winding up of the Company, any option holder may exercise the proportion of the option already capable of exercise when notice is received at any time before the resolution is passed, conditional upon the passing of that resolution, and if the option holder does not exercise the option, it shall lapse when the winding up begins.

Variation of Share Capital

11.17 If there is any variation of the share capital of the Company (e.g. a rights issue, consolidation, subdivision or reduction of capital) that affects the value of the options, the Board shall adjust the number and description of shares subject to each option or the exercise price, in a manner that the Board, in its reasonable opinion, considers fair and appropriate (provided that the total amount payable on the exercise of any option in full shall not be increased).

Administration and Amendment

11.18 The Share Option Scheme shall be administered by the Board.

11.19 The cost of establishing and operating the Share Option Scheme shall be borne by the Group in proportions determined by the Board.

11.20 The Board may amend the plan from time to time at its discretion however no amendment may apply to any option granted before an amendment is made if:

(a) the proposed amendment materially adversely affects the interest of an option holder, except where the option holder consents to the application to his option of such an amendment; or

(b) if the grantor is not the Company, without the consent of the grantor (which shall not be unreasonably withheld).

12. Material Contracts

The following material contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or by the Subsidiary in the two years immediately preceding the date of this document or are other contracts that contain provisions under which any member of the Group has an obligation or entitlement which is material to the Group as at the date of this document.

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Acquisition of the Subsidiary

12.1 Share Exchange Agreement

Pursuant to the Share Exchange Agreement, on 2 October 2018, the Company acquired the entire issued share capital of the Subsidiary from Christopher Jeffries for consideration comprising 249,999,999 Ordinary Shares issued and allotted to Christopher Jeffries, together with one existing Ordinary Share subscribed for by Christopher Jeffries on incorporation of the Company. The aggregate nominal value of such consideration was £2,500,000. This agreement is governed by English law.

Pre-IPO Fundraise

12.2 Placing letter

On 4 December 2018, Cornhill issued a placing letter to certain investors in relation to the Pre-IPO Fundraise, pursuant to which on 14 December 2018, such investors subscribed to 33,500,000 Ordinary Shares at the issue price of £0.01, raising gross proceeds of £335,000.

Agreements relating to the Placing, Subscription and Admission

12.3 Cornhill Engagement Letter

On 11 May 2018, the Company entered into an engagement letter with Cornhill pursuant to which Cornhill was appointed as the sole broker for a minimum of 12 months from Admission and placing agent in connection with the Placing. Under the terms of this engagement letter Cornhill is entitled to an annual retainer of £15,000 commencing from Admission and a broking commission of 2% on gross funds raised by the Company for the duration of the engagement agreement. In addition, the Company agreed to grant to Jarvis Investment Management Limited, as directed by the Broker, warrants to subscribe to such number of Ordinary Shares, which will represent 2% of the cash value raised. Such warrants will be exercisable at the Placing Price within five years following Admission.

12.4 Placing letters

In December 2018, Cornhill issued placing letters to the proposed placees in relation to the Placing Shares. Completed placing letters were returned by 17 December 2018. Placing Shares will be issued at the Placing Price, on 21 January 2019, conditional only on Admission.

12.5 Subscription letters

The Company has issued subscription letters to the proposed subscribers in relation to the Subscription Shares. Completed subscription letters are to be returned by no later than 1 p.m. on 16 January 2019. Subscription Shares will be issued at the Placing Price, on 21 January 2019, subject to Admission.

Commercial Agreements

12.6 Agreed terms with Just Peel

The Subsidiary has agreed terms with Just Peel Limited, pursuant to which the parties will collaborate in providing digital and physical point of sale promotional material to Britvic plc.

Pursuant to the agreed terms, Just Peel Limited will pay the Subsidiary a commission of 10% on the net sales billed by Just Peel Limited to the end-customers, excluding any amount recharged by Just Peel Limited in respect of the work undertaken by the Subsidiary.

The Subsidiary will pay Just Peel Limited a commission of 10% of the net sales billed by the Company to Just Peel in respect of work undertaken for the Project customers.

The agreed terms contain customary reciprocal non-competition obligations.

The terms have not been signed by the parties, but as at the date of this document are adhered to by both parties.

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12.7 The Subsidiary’s standard terms and conditions

The Subsidiary’s business is driven primarily by project work and, therefore, the break-down of the Subsidiary’s turn-over by customer varies year by year. The majority of contractual relationships between the Subsidiary and its customers are governed by the Subsidiary’s standard terms and conditions (T&C).

The T&C provide, among other things, that a price quoted by the Subsidiary will only be valid for 30 days. Any payment due by a customer must be made within 30 days of the relevant invoice being issued. Amounts due but unpaid bear interest at an annual rate of 5% above the base rate of Lloyds Bank PLC from time to time. The Subsidiary may assign its rights to any person. A customer may not assign its rights without the Subsidiary’s prior written consent.

If on delivery, any of the goods are defective in any material respect and the customer lawfully refuses their delivery or if the goods are signed for on the delivery as “condition and contents unknown” and the customer gives written notice of the defect to the Subsidiary within three business days of the delivery, then the Subsidiary may: (a) replace the defective goods within 90 business days (or a shorter period agreed, or (b) refund to the customer the price of the defective goods.

12.8 Well Software Support Agreement

On 29 June 2018 the Subsidiary entered into software support agreement with Bestway National Chemists Limited (Well) to create a Wordpress based custom developed Intranet System for Well. The term of the agreement is three years, with an option to renew it for up to an additional term of two years.

The Subsidiary has agreed to provide Well with daytime support services and to guarantee site availability at a level of 99.6% over the year. If such a level of availability is not achieved, then Well has the right to reduce the monthly cost of the service by an amount corresponding to the extent of the fault, limited to 1 month’s cost.

The Subsidiary is entitled to service and support fees in the amount of £20,000 plus VAT per annum and any development work not included within the scope of the agreement is charged at £375 plus VAT per day. The Subsidiary invoices Well monthly in advance for all sums due under the agreement and payment is due within 60 days of the relevant invoice being received by Well. Failure to make payment on the due date allows the Subsidiary to charge interest at an annual rate of 3% above the base rate of Barclays Bank plc.

The Subsidiary has assigned to Well all intellectual property rights in the software exclusively developed for Well. An indemnity is given by the Subsidiary in favour of Well for any losses, claims, damages and costs incurred by Well as a result of the Subsidiary infringing upon the intellectual property rights of any third party.

Neither party may assign or charge the agreement without the other party’s written consent, save that Well may assign the agreement to its affiliated company.

12.9 Rethink Server Service Level Agreement

On 7 August 2018, the Subsidiary entered into a server service level agreement with Re Think Productivity Consulting Ltd (Rethink), pursuant to which the Subsidiary agreed to set up and manage a dedicated virtual cloud based hosting environment for Rethink’s platforms and applications. In addition to hosting the live platform, the Subsidiary is to provide a dedicated development and production environment for Rethink.

The Subsidiary has agreed to provide Rethink with daytime support services and to guarantee site availability at a level of 99.6% over the year. If such a level is not achieved, then Rethink has the right to reduce the monthly cost of the service by an amount corresponding to the extent of the fault, limited to 1 months cost.

The term of the agreement is two years. The agreement may, however be terminated by Rethink after an initial three months’ period on a 90 days’ notice. The Subsidiary’s standard terms and conditions apply.

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12.10 UKFast purchase order

On 30 July 2018, the Subsidiary raised a purchase order with UKFast.Net Limited (UKFast), for the provision by UKFast of a cloud-base server infrastructure for a value of £130,391.28 plus VAT over a period 36 months. The engagement is on UKFast’s standard terms of conditions, which provide, among other things, for the total bandwidth provided by UKFast to be one terabyte. UKFast reserves the right to charge the Subsidiary for additional bandwidth usage. The Subsidiary may not assign its rights or obligations under the agreement without the prior written consent of UKFast. UKFast’s liability is limited at: (a) for any claim arising in connection with data protection - £10,000 plus the total amount paid by the Subsidiary in the month when the liability arose; (b) for all other claims (in aggregate) - £5,000 plus the total amount paid by the Company in the month when the liability arose; and (c) no liability for indirect or consequential loss or for loss of profit.

The Subsidiary is to indemnify UKFast for any costs incurred as a result of the Subsidiary’s failure to be appropriately licenced in respect of relevant software and any failure to abide by UKFast’s Acceptable Use Policy.

If the Subsidiary is fails to pay for the service in time, then UKFast may suspend the service for 5 days on a notice to the Subsidiary. The agreement can be terminated by either party upon 30 days’ prior written notice.

12.11 Arrangements with Absolutebyte Limited

The Subsidiary engages Absolutebyte Limited, a company owned by Zee Chaudhry, the Subsidiary’s Head of Technical for provision of development/programming services. Absolutebyte Limited has a team of contractors, a small group of whom are currently dedicated to the Company’s work due to the high volume of services presently required. The services are provided against invoices.

12.12 Premises lease

The Company leases Unit 1, Ninian Park, Ninian Park Way, Tamworth under Land Registry title number SF311916 from Sibson Mill Properties. The annual rent under the lease is £33,500 in addition to an initial service charge of £1,051 per quarter. The lease term is from 3 October 2017 to 24 December 2022.

Finance agreements

12.13 ACQAM Facility

On 12 June 2018, the Subsidiary entered into a facility agreement with ACQAM, pursuant to which ACQAM, as lender, made available to the Subsidiary a convertible loan facility in the aggregate amount of £200,000 on a secured basis for the purpose of the Subsidiary covering initial listing costs and working capital purposes (ACQAM Facility). The Subsidiary had drawn approximately £100,000 (plus fees) under the ACQAM Facility. ACQAM had the option to convert the outstanding balance of the loans into shares in the Company. The ACQAM Facility was repaid in full on or about 15 August 2018.

12.14 ACQAM security agreement

On 12 June 2018, the Subsidiary and AQUAM entered into a security agreement, pursuant to which the Subsidiary created fixed and floating charges on all of its assets to secure its obligations to ACQAM. The agreement contained negative pledge and restriction on disposal of assets. The security was discharged on or about 15 August 2018 as a result of repayment of the ACQAM Facility.

12.15 Syminex Facility

On 10 August 2018, the Subsidiary entered into a secured facility agreement with Syminex, pursuant to which Syminex, as lender, made available to the Subsidiary a convertible loan facility in the aggregate amount of £210,000 on a secured basis (Syminex Facility). As at the date of this document, the Subsidiary has fully drawn the facility, of which the amount of £110,000 was used to repay the loans drawn under the ACQAM Facility and the balance was used for general working capital purposes. The facility was initially made available until 31 December 2018. On 20 December 2018, the term was

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extended to 31 January 2019. Loans bear interest at the rate of 10 per cent per annum, payable to the extent that the interest payable exceeds £11,000.

Syminex may demand repayment at any time and the outstanding balance of the loans drawn is in any case to be repaid on or before 31 January 2019.

Syminex may at any time on or before 31 January 2019 elect to convert the outstanding balance of the loans drawn into ordinary shares in the Company, either at the Placing Price or, failing Admission, at a price per share based on the valuation of the Company at £2.5 million, as calculated by Syminex. A conversion notice may specify a conversion date that falls after 31 January 2019.

Under the facility agreement, the Subsidiary has undertaken, among other things, to procure the grant of warrants to subscribe for 3% of the fully-diluted share capital of the Company on Admission at the Placing Price, exercisable for a term of 5 years from Admission. The Company and Syminex entered into a separate warrant agreement, implementing these provisions, as disclosed in paragraph 12.22 below.

The facility contains restrictions on incurring any indebtedness or transferring or issuing any shares in the Subsidiary or the Company without Syminex’ prior written consent.

The facility is subject to customary conditions precedent and contains customary covenants, representations, warranties and indemnities.

12.16 Syminex security agreement

On 10 August 2018, the Subsidiary and Syminex entered into a security agreement, pursuant to which the Subsidiary created fixed and floating charges on all of its assets to secure its obligations to Syminex. The agreement contains negative pledge and restriction on disposal of assets.

12.17 Funding Circle Loan

In October 2017, the Subsidiary entered a loan agreement with Funding Circle Limited to raise an unsecured £50,000 crowdfunded loan (Funding Circle Loan). The loan bears interest at a rate of 7.9 per cent. per annum and is repayable in 60 fixed monthly instalments of £1,067.06 each. Funding Circle is entitled to a fee of £2,750, to be added to the principal amount of the loan.

The loan contains restrictions on borrowing any monies from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Loan, as well as on any other new unsecured borrowing where the total amount of external finance would exceed the higher of £25,000 and 30% of the total amount lent to the Borrower on all existing Funding Circle loans without the prior written consent of Funding Circle. Such consent is not to be unreasonably withheld. This clause does not restrict the Borrower from entering into asset-specific financing or invoice purchasing arrangements. The subsidiary has contacted Funding Circle Limited on multiple occasions in the course of several weeks to obtain its consent to the Subsidiary’s subsequent funding, but received no response.

The loan is also personally guaranteed by Christopher Jeffries.

12.18 Crowd2Fund Loan

On 9 April 2018, the Subsidiary entered into a loan agreement with Crowd2Fund Limited, as agent for lenders, to raise an unsecured £162,142.27 crowdfunded loan (Crowd2Fund Loan). The loan bears interest at a rate of 10 per cent. per annum and is repayable in 48 monthly instalments of £4,078.36 each. Crowd2Fund Limited is entitled to a fee of £9,723, which is included in the principal amount of the loan, as stated above.

The loan agreement contains customary conditions, covenants, representations, warranties and indemnities.

The loan is personally guaranteed by Christopher Jeffries, Katie Jeffries and Nicholas Ydlibi.

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Other material agreements

12.19 Relationship agreement

On 14 January 2019 the Company entered into a relationship agreement with Christopher Jeffries, pursuant to which the Company and Mr Jeffries agreed certain matters, including but not limited to undertakings from Mr Jeffries to ensure that the Company will be capable at all times of carrying on its business independently of the influence from Mr Jeffries, and granting Mr Jeffries the right to nominate a representative to the board of the Company for so long as he owns at least 20% of the issued share capital of the Company. Mr Jeffries will initially exercise this right by means of his appointment to, and service on, the Board.

12.20 Lock-in agreements

Each of the Directors has undertaken to the Company, with effect from Admission, that, other than in certain limited circumstances, they will not, and will procure that any associated party will not, dispose of any interest they hold in the 251,250,000 Ordinary Shares held by them (representing, in aggregate, up to 68.69% of the Enlarged Share Capital) for a period of six months following Admission subject to certain limited exceptions (such as disposals pursuant to a takeover of the Company, a court order or the death of a Director).


12.21 Registrar Agreement

The Company and the Registrar have entered into an agreement with the Registrar, dated 23 October 2018 (Registrar Agreement), pursuant to which the Registrar has agreed to act as registrar to the Company and to provide registration services and certain other administrative services to the Company in relation to its business and affairs. The Registrar is entitled to receive an annual fee for the provision of its services under the Registrar Agreement. The annual fee will be calculated on the basis of the number of holders of shares in the Company and the number of transfers of such shares. The Registrar Agreement may be terminated upon the expiry of a three months’ written notice given by either party. The Registrar Agreement is governed by English law.

12.22 Warrant agreements

The Company has entered into warrant agreements (Warrant Agreements) with Syminex and Jarvis Investment Management Limited. The Warrant Agreements are on substantially standard terms, and conferring the right, conditional upon Admission, to subscribe for the number of Ordinary Shares at the price and in the period set out in paragraph 4.10 of the Part VII. Any warrants not exercised during the Exercise Period set out in the table above will lapse. Assuming exercise of all of the outstanding warrants in full, the warrants represent up to additional 3.80% over the Enlarged Share Capital.

13. Working capital

The Company is of the opinion that the working capital available to the Group, taking into account the net proceeds of the Placing, is sufficient for the Group’s present requirements, that is, for at least the next 12 months from the date of this document.

14. Litigation

On or about 10 September 2018, the Subsidiary received a claim from the liquidators of Webtechpro, its former supplier, for £45,397.20 in respect of outstanding balances. The Subsidiary responded to the liquidators on 13 September 2018, to dispute the claim and to demonstrate that the aggregate amount of £33,528 had been paid but was not reflected on Webtechpro’s statement and that the balance claimed related to projects that had not

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been delivered by the supplier. As at the date of this document, no further substantive communication has been received from the liquidators.

Other than as disclosed in this paragraph 14, there are no, and have not been, any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened so far as the Company and the Group is aware) in the last 12 months which may have, or have had in the recent past, significant effects on the Company or the Group’s financial position or profitability.

15. Intellectual property

Save as disclosed in this document and in particular in paragraph 3 of Part I, there are no patents, intellectual property rights, licences or any industrial, commercial or financial contracts which are or may be material to the business or profitability of the Group.

16. Premises

The Company does not own any premises or hold any leasehold interests in any properties. The Company has a lease of the premises in Tamworth, UK, further details of which are set out in paragraph 11.7 of this Part VII.

17. Employees

The Group currently employs 17 employees and engages seven contractors and two non-executive directors. The Group has made an offer of employment to two additional persons.

18. Related Party Transactions

Christopher Jeffries and Katie Jeffries together hold the entire share capital of DevClever Consortium Limited, which, until 30 September 2018, provided specialist programming resource to the Subsidiary. This company has ceased trading with the Group and is in the process of being wound up.

Other than as disclosed in this paragraph 18, in paragraph 6 of Part II and/or in paragraphs 10 and 11 above, neither the Company nor the Subsidiary is a party to any transactions with related parties, for the period covered by the historical financial information up to the date of this document.

19. No significant change and narrative statement

19.1 There has been no significant change in the trading or financial position of the Company since 2 October 2018, being the date as at which the audited financial information contained in Part VI and relating to the Company has been prepared, except for:

(a) the Pre-IPO Fundraise; and

(b) the Placing, the Conversion and the Subscription (expected to generate minimum gross proceeds of £590,000 in cash), all of which have caused a significant change in the financial position of the Company.

19.2 There has been no significant change in the trading or financial position of the Subsidiary since 30 April 2018, being the date as at which the interim financial information contained in Part VI and relating to the Subsidiary has been prepared, except for the following (all of which have caused a significant change in the financial position of the Subsidiary):

(a) the expenses of the Company incurred in relating to the Placing, the Subscription and Admission referred to in paragraph 21.4 of this Part VII, which are expected to be borne by the Subsidiary;

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(b) the entry into the Syminex Facility referred to in paragraphs 12.15 of this Part VII;

(c) continuing trading losses resulting from the transition of the business model from a bespoke developer to a supplier of standard software solutions under a SaaS model, referred to in paragraph 7 of Part I and in paragraph 2 of Part IV, which are expected to increase in the second half of the financial year ended on 31 October 2018; and

(d) the Conversion.

19.3 Had the Placing and the Subscription occurred on 2 October 2018, the date to which financial historical information has been prepared, then the Company’s assets would have been increased by a minimum of £372,000, being the minimum amount raised in the Placing and the Subscription, less outstanding estimated expenses of £217,900 (excluding VAT).

20. Mandatory bids and compulsory acquisition rules relating to ordinary shares

20.1 Other than as provided by the City Code and Chapter 28 CA 2006, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules that apply to the Ordinary Shares.

20.2 The City Code is issued and administered by the Takeover Panel.

20.3 The City Code will apply to the Company from Admission and the Shareholders will be entitled to the protection afforded by the City Code.

20.4 There have been no public takeover bids for the Company’s shares.

Mandatory bid provisions

20.5 Under Rule 9 of the City Code, when: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons in which he is already interested and in which persons acting in concert with him are interested) carry 30% or more of the voting rights of a company subject to the City Code; or (ii) any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% but not more than 50% of the voting rights of such a company, and such person or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, then, except with the consent of the Takeover Panel, that person, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party.

20.6 Except where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Takeover Panel should be consulted in advance in such cases.

Squeeze-out

20.7 Under CA 2006, if a “takeover offer” (as defined in section 974 CA 2006) is made for the Ordinary Shares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90% in value of the Ordinary Shares to which the offer relates and not less than 90% of the voting rights carried by the Ordinary Shares to which the offer relates, it could, within three months of the last day on which its takeover offer can be accepted, compulsorily acquire the remaining 10%. The offeror would do so by sending a notice to outstanding members telling them that it will compulsorily acquire their Ordinary Shares and then, six weeks later, it would execute a transfer of the outstanding Ordinary Shares in its favour and pay the consideration for the outstanding Ordinary Shares to the Company, which would hold the consideration on trust for outstanding members. The consideration offered to the minority shareholder whose shares are compulsorily acquired must, in general, be the same as the consideration that was available under the original offer unless a member can show that the offer value is unfair.

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Sell-out

20.8 CA 2006 also gives minority members a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and, at any time before the end of the period within which the offer could be accepted, the offeror held or had agreed to acquire not less than 90% in value of the Ordinary Shares and not less than 90% of the voting rights carried by the Ordinary Shares, any holder of Ordinary Shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those Ordinary Shares. The offeror is required to give any member notice of its right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority members to be bought out, but that period cannot end less than three months after the end of the acceptance period or, if later, three months from the date on which notice is served on members notifying them of their sell-out rights. If a member exercises its rights, the offeror is entitled and bound to acquire those Ordinary Shares on the terms of the offer or on such other terms as may be agreed.

21. General

21.1 PKF Littlejohn LLP were appointed as the auditors of the Company on 18 September 2018. PKF Littlejohn LLP are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales at the address of 1 Westferry Circus, Canary Wharf, London E14 4HD.

21.2 PKF Littlejohn LLP which has no material interest in the Company, has given and has not withdrawn its written consent to (1) the issue of this document with the inclusion of the references to its name in the form and context in which it appears and (2) the inclusion of the following reports in Part VI of this document in the form and context in which they are included:

(a) Accountant’s Report on the Historical Financial Information of the Company;

(b) Historical Financial Information of the Company;

(c) Accountant’s Report on the Historical Financial Information of the Subsidiary;

(d) Historical Financial Information of the Subsidiary;

(e) Unaudited Pro Forma Statement of Net Assets; and

(f) Report on the Unaudited Pro Forma Statement of Net Assets,

and has authorised and accept responsibility for the contents of those reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. To the best of the knowledge and belief of the Accountants, (who have taken all reasonable care to ensure that such is the case) those statements are in accordance with the facts and do not omit anything likely to affect the import of those statements.

21.3 Where information contained in this document has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

21.4 The total costs and expenses of or incidental to the Placing, the Conversion and Admission payable or paid by the Company are expected to be approximately £217,900 (plus VAT),

21.5 The Directors and the Proposed Directors are not aware of any environmental issues which may affect the Company’s utilisation of its tangible fixed assets (if any).

21.6 The Company’s accounting reference date is 31 October.

21.7 The financial information relating to the Company contained in this document does not constitute statutory accounts for the purposes of section 434 CA 2006.

21.8 Since incorporation, the Company has not made up any financial statements or published any financial information save for the information contained in Part VI of this document.

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21.9 The Placing Shares and the Subscription Shares will be issued and allotted under the laws of England and their currency will be pounds sterling.

21.10 The Placing Price represents a nil premium on the nominal value of an Ordinary Share which is £0.01.

22. Documents available for inspection

Copies of the following documents may be inspected at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG during normal business hours of any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until a date one month following Admission:

22.1 the Articles;

22.2 the consent letter of PKF Littlejohn LLP;

22.3 this document;

22.4 the letters of appointment of Proposed Directors referred to above in paragraph 10.5 of this section; and

22.5 the material contracts referred to above in paragraph 12.

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PART VIII DEFINITIONS

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

Admission the effective admission of the Ordinary Shares to listing on the Official List and trading on the London Stock Exchange’s main market for listed securities.

ACQAM ACQAM International FZE.

ACQAM Facility has the meaning given to it in paragraph 12.13 of Part VII: Additional Information.

Articles the articles of association of the Company.

Board or Directors the directors of the Company whose names are set out on page 39 of this document.

City Code the City Code on Takeovers and Mergers published by the Takeover Panel.

CA 2006 or Act the Companies Act 2006.

Company Dev Clever Holdings plc, incorporated in England and Wales with registered number 11589976.

Conversion conversion of the outstanding balance drawn under the Syminex Facility, in the total amount of £220,000 (principal and interest) into 22,000,000 Ordinary Shares, to be issued to such people as Syminex may direct, at the Placing Price.

Conversion Shares the 22,000,000 Ordinary Shares to be issued on Admission pursuant to the Conversion.

Cornhill Pello Capital Limited, trading as Cornhill Capital, the Company’s broker.

CREST the paperless share settlement system and system for the holding and transfer of shares in uncertified form in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations).

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended.

Crowd2Fund Loan has the meaning set out in paragraph 12.18 of Part VII: Additional Information.

Directors the directors of the Company as at the date of this document whose names are listed on page 39 of this document.

Disclosure and Transparency Rules the disclosure and transparency rules of the FCA.

Enlarged Share Capital the issued ordinary share capital of the Company on Admission

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and immediately following completion of the Placing, Subscription and Conversion, comprising the Existing Ordinary Shares, the Placing Shares, the Subscription Shares and the Conversion Shares.

European Economic Area or EEA territories comprising the European Union together with Norway, Iceland and Liechtenstein.

Existing Ordinary Shares the 283,500,000 Ordinary Shares in issue at the date of this document.

FCA or Financial Conduct Authority the Financial Conduct Authority of the United Kingdom Authority.

FRC Corporate Governance Code the Corporate Governance Code, published by the Financial Reporting Council.

FSMA the Financial Services and Markets Act 2000.

Funding Circle Loan has the meaning set out in paragraph 12.17 of Part VII: Additional Information.

HMRC HM Revenue & Customs.

Listing Rules the Listing Rules of the FCA.

London Stock Exchange London Stock Exchange plc.

Market Abuse Regulation Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse.

Net Proceeds the funds received by the Company under the Placing and the Subscription less any expenses paid or payable in connection with Admission and the Placing and Subscription.

Official List the Official List maintained by the UKLA.

Options options granted under the Share Option Scheme.

Oracle Oracle Corporation.

Ordinary Shares ordinary shares of £0.01 each in the capital of the Company, including, where the context requires, the Placing Shares, the Conversion Shares and the Subscription Shares.

Overseas Shareholders holders of Ordinary Shares who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the UK or persons who are nominees or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the UK which may be affected by the laws or regulatory requirements of the relevant jurisdictions.

Placing the proposed conditional placing of the Placing Shares by or on

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behalf of the Company at the Placing Price and on the terms and subject to the conditions set out in this document.

Placing Price £0.01 per Ordinary Share.

Placing Shares 59,000,000 new Ordinary Shares which are proposed to be issued pursuant to the Placing.

Pre-IPO Fundraise has the meaning given to it in paragraph 7 of Part I.

Premium Listing a Premium Listing on the Official List under Chapter 6 of the Listing Rules.

Pro Forma Financial Information the unaudited pro forma statement of net assets of the Company as at 2 October 2018 set out in Part VI (E): Unaudited Pro Forma Consolidated Net Asset Statement for the Group.

Proposed Directors the proposed directors of the Company, from Admission, whose names are listed on page 39 of this document.

Prospectus Directive the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (no. 2003/71/EC).

Prospectus Rules the Prospectus Rules of the FCA.

QCA Corporate Governance Code the QCA Corporate Governance Code 2018, published by the Quoted Companies Alliance.

Registrar Neville Registrars Limited.

Regulation S Regulation S promulgated under the Securities Act.

Regulated Information Service or RIS one of the regulated information services authorised by the RIS or UKLA to receive, process and disseminate regulator information in respect of listed companies.

Reverse Takeover a transaction defined as a reverse takeover in Listing Rule 5.6.4R.

Securities Act the United States Securities Act of 1933, as amended.

Senior Managers or Senior Management senior managers of the Company, as set out in paragraph 9 of Part VII: Additional Information.

Share Exchange Agreement a share exchange agreement, entered into between the Company and Christopher Jeffries, dated 2 October 2018, pursuant to which the Company agreed to acquire the entire issued share capital of the Subsidiary.

Shareholders holders of Ordinary Shares.

Share Option Scheme the scheme governing the issue of options to executive directors and employees of the Company and the Group, as described in

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paragraph 11 of Part VII: Additional Information.

Standard Listing a standard listing on the Official List under Chapter 14 of the Listing Rules.

Subscription the direct subscription for Subscription Shares at the Placing Price.

Subscription Shares up to 10,000,000 New Ordinary Shares to be issued pursuant to the Subscription.

Subsidiary or DevClever DevClever Limited, incorporated in England and Wales with registered number 0891618.

subsidiary has the meaning given to it by section 1159 CA 2006.

Syminex Syminex International FZE.

Syminex Facility has the meaning given to it in paragraph 12.15 of Part VII: Additional Information.

Takeover Panel the Panel on Takeovers and Mergers.

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland.

UK Listing Authority or UKLA the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA in the exercise of its functions in respect of, among other things, the admission to the Official List.

United States, US or USA the United States of America, its territories and possessions.

Valassis Valassis Communications, Inc.

Warrant Agreements has the meaning set out in paragraph 12.22 of Part VII: Additional Information.

Warrant Holders has the meaning set out in paragraph 12.22 of Part VII: Additional Information.

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Glossary of technical terms

The following table provides an explanation of certain technical terms and abbreviations used in this document. The terms and their assigned meanings may not correspond to standard industry meanings and usage of these terms:

CRM customer relationship management system.

DFE the UK Department for Education.

EPOS electronic point of sale digital system.

FMCG fast-moving consumer goods.

HMD head-mounted display, a headset used with virtual reality systems.

POS a retail point of sale system.

QR Code Quick Response Code.

SaaS Software as a service.

UCAS the Universities and Colleges Admissions Service.

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