AAA All Active Asset Capital Limited

TIDMAAA

RNS Number : 9351D

All Active Asset Capital Limited

02 July 2021

 
   2 July 2021 
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS RETAINED IN UK LAW ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

ALL ACTIVE ASSET CAPITAL LIMITED

('AAA' or 'the Company')

Placing raising GBP15 million at 80p per share

Conditional Placing raising a further GBP135 million at 80p per share

Agreement to acquire at least 75% of Sentiance N.V.

Intention to exercise EUR119 million balance of the AAQUA B.V. Option

Notice of Extraordinary General Meeting

Proposed cancellation of admission to trading on AIM

Following AAA's announcement on 16 June 2021, the Board of AAA is pleased to announce a number of inter-connected matters which the Directors believe will be transformational for the Company.

Firm Placing and Conditional Placing

The Company has raised gross proceeds of GBP15 million through a firm placing of 18.75 million new ordinary shares ('the Firm Placing Shares') at 80p per share and conditionally raised gross proceeds of GBP135 million through a placing of 168.75 million new ordinary shares ('the Conditional Placing Shares') at a price of 80p per share ('the Conditional Placing') (the Firm Placing Shares and the Conditional Placing Shares collectively being the 'Placing Shares').

The 80p issue price is a 49.5% premium to the mid-market price of 53.5p on 29 April 2021 when the Company's shares were suspended from trading on the AIM Market.

The Conditional Placing is conditional upon various matters (as defined below) including, inter alia, the passing of resolutions at an extraordinary general meeting ('EGM'), the Company having completed the purchase of not less than 75% of the entire issued share capital of Sentiance N.V. ('Sentiance'); the cancellation of the admission of AAA's shares to trading on AIM ('Cancellation') becoming effective and the exercise by AAA of the remaining EUR119 million of its AAQUA Option.

On the basis that all Placing Shares and Consideration Shares (as defined below) are issued, the Company would have 1,716,898,988 Ordinary Shares in issue (assuming that none of the unexercised existing warrants over Ordinary Shares in the Company are exercised prior to issue). Following issue, the Placing Shares and Consideration Shares would represent 40% of the enlarged issued share capital of the Company. There are no shares held in treasury.

Use of proceeds

The net proceeds from the issue of the Placing Shares would be used to pay the subscription money due following the exercise of the remaining balance of EUR119 million of the AAQUA Option and to provide growth and working capital for the enlarged group in the future.

The Sentiance Acquisition

On 9 March 2021, MESH Holdings plc ('MESH') and AAQUA B.V. ('AAQUA') agreed a sale and purchase agreement whereby AAQUA would acquire a significant majority equity holding in Sentiance with MESH acquiring the balance.

By an agreement dated 1 July 2021, (i) AAQUA has relinquished its rights as purchaser in favour of MESH and (ii) MESH has agreed to assign to AAA its right to be registered as the purchaser of the Sentiance shares (the 'Acquisition') in consideration of AAA (a) issuing and allotting to MESH or as MESH directs 500 million new Ordinary Shares (the 'Consideration Shares') and (b) setting off the loan totalling EUR3.65 million made by the Company to MESH in November and December 2020 against the consideration for the Acquisition. Upon completion of the Acquisition, AAA will own at least 75% of the equity of Sentiance, with the balance owned by AAQUA.

AAA has lodged a bond of EUR5 million (the 'Bond') in favour of Sentiance with Sentiance's legal counsel. Should the Acquisition not complete, the Bond will automatically convert into Sentiance equity.

Trading in the Company's shares on AIM was suspended on 29 April 2021 pending the provision of further information on the Company's investments. An announcement was made by the Company on 16 June 2021 providing such information but the suspension of trading in the Company's shares on AIM remained in place because the Company had announced details of the Acquisition, which is deemed to be a reverse takeover under the AIM Rules and the Company has not published an AIM admission document. Trading in the Company's shares on AIM will remain suspended pending the outcome of the EGM. If the Acquisition is approved at the EGM (i.e. Resolution 2 is passed), then trading in the Company's shares on AIM will remain suspended, as the Company will not apply for admission to trading on AIM as an enlarged entity.

If any of the Resolutions proposed at the EGM are not approved, then the Company will seek the restoration of trading of its shares on AIM.

Proposed cancellation of trading on AIM

AAA will today send a circular ('Circular') to Shareholders convening the EGM, setting out the reasons why it is proposing to cancel the admission of the Company's shares to trading on AIM. A special resolution to approve the proposed Cancellation is included in the Notice of EGM contained in the Circular. Extracts from the Circular can be found further below.

Should all of the resolutions be passed at the EGM, and on completion of the Acquisition, the Directors believe that AAA will own a substantial portfolio of assets, including a controlling interest in Sentiance, which the Board believes have the potential to unlock significant value for shareholders in the future. Furthermore, the Directors believe that the opportunity to generate significant incremental shareholder value will mean that the Company will be better suited to being listed, in due course, on an alternative international exchange than AIM.

Matched bargain facility

The Directors are aware that, should the Cancellation be approved by Shareholders, it will make it more difficult to buy and sell ordinary shares in the Company following the Cancellation. Therefore, the Company intends to implement a matched bargain facility ('the Matched Bargain Facility') shortly after the Cancellation to assist Shareholders with conducting transactions in AAA's ordinary shares. Should the Cancellation become effective, details of the Matched Bargain Facility will be made available to Shareholders on the Company's website.

Extraordinary general meeting

The EGM will be held on 19 July 2021 at which resolutions concerning the Acquisition, the Cancellation and granting share authorities will be proposed to Shareholders for approval. The notice convening the EGM is set out in the Circular and will be posted today. It will also be available on the Company's website (

www.aaacap.com )   shortly. 

On 30 June 2021 the Company announced that its audited accounts for the year ended 31 December 2020 ('the Accounts') would not be published on that day; and that the Board anticipated that the Accounts will be published on or around Friday 9 July 2021. In order to give Shareholders time to consider the Accounts before voting on the Resolutions, if the Accounts are not published by close of business on Friday 9 July 2021, the EGM will be postponed and notice given of a new date for the EGM and a revised timetable for Cancellation.

Subject to the above, and the resolutions being passed at the EGM, the Cancellation is expected to become effective at 7.00 a.m. on 30 July 2021. Pursuant to Rule 41 of the AIM Rules, the Company, through its nominated adviser, has notified the London Stock Exchange of the proposed Cancellation.

Rodger Sargent, Executive Director of AAA, commented: "The majority acquisition of Sentiance and exercise of the AAQUA option will be completely transformational for AAA. Given this, we feel that the proposed cancellation and our plan of listing on an alternative international exchange would further accelerate opportunities for AAA and our existing and future stakeholders."

For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com

Allenby Capital Limited (Nominated Adviser and Broker)

Alex Brearley / Nick Athanas

T: +44 (0) 203 328 5656

www.allenbycapital.com

Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

T: +44 (0) 207 466 5000

E: AAAC@buchanan.uk.com

Oberon Capital (Placing Agent)

Mike Seabrook

T: +44(0) 203 179 5300

www.oberoninvestments.com

The Circular which will be today posted to shareholders and shortly be available on the Company's website ( www.aaacap.com ) is reproduced in full below.

DEFINITIONS

 
 AAQUA                      AAQUA B.V. (incorporated in Netherlands 
                             with registered number 78660599) the 
                             registered address of which is at Gustav 
                             Mahlerplein 2, 1082 MA Amsterdam, The 
                             Netherlands. 
 AAQUA Option               the Company's option over new shares 
                             in AAQUA granted in the agreement dated 
                             17 December 2020 made between the Company 
                             and AAQUA and as announced on 18 December 
                             2020. 
 Acquisition                the proposed acquisition by the Company 
                             of at least 75% of the entire issued 
                             share capital of Sentiance. 
 Acquisition Agreement      the restated share purchase agreement 
                             entered into between the shareholders 
                             of Sentiance and MESH. 
 AIM                        the AIM market operated by London Stock 
                             Exchange. 
 AIM Rules                  the AIM Rules for Companies and guidance 
                             notes, as published by the London Stock 
                             Exchange from time to time. 

 Assignment Agreement       the agreement (otherwise known as the 
                             primary agreement) dated 1 July 2021 
                             made between the Company, MESH, AAQUA 
                             and Sentiance. 
 Board or Directors         the directors of the Company. 
 Business Day               a day (other than a Saturday, Sunday 
                             or public holiday in England) when banks 
                             in London are open for general commercial 
                             business. 
 Cancellation               the proposed cancellation of admission 
                             of the Ordinary Shares to trading on 
                             AIM subject to passing of the Cancellation 
                             Resolution and in accordance with Rule 
                             41 of the AIM Rules. 
 Cancellation Resolution    Resolution number 1 to be proposed at 
                             the Extraordinary General Meeting. 
 Company or AAA             All Active Asset Capital Limited (registered 
                             in the British Virgin Islands with number 
                             1733571) and with its registered office 
                             c/o Codan Trust Company (B.V.I.) Ltd., 
                             Commerce House, Wickhams Cay 1, P.O. 
                             Box 3140, Road Town, Tortola, British 
                             Virgin Islands, VG1110. 
 Conditional Placing        the placing of 168,750,000 new Ordinary 
                             Shares on the terms of the Placing Agreement, 
                             which is expected to complete on or 
                             before 28 October 2021. 
 CREST                      the relevant system (as defined in the 
                             CREST Regulations) in respect of which 
                             Euroclear is the operator (as defined 
                             in the CREST Regulations). 
 Depository Interests       depositary interests issued by the depositary, 
                             Computershare Investor Services PLC, 
                             each representing one Ordinary Share. 
 EGM or Extraordinary       the Extraordinary General Meeting of 
  General Meeting            the Company, convened for 10.00 a.m. 
                             on 19 July 2021, or any adjournment 
                             thereof, notice of which is set out 
                             at the end of this document. 
 Firm Placing               the placing of 18,750,000 new Ordinary 
                             Shares on the terms of the Placing Agreement, 
                             which is expected to complete on or 
                             before 30 July 2021. 
 Form of Instruction        the form of instruction for use by holders 
                             of Depositary Interests in connection 
                             with the Extraordinary General Meeting 
                             enclosed with this document. 
 Form of Proxy              the form of proxy for use in connection 
                             with the Extraordinary General Meeting 
                             enclosed with this document. 
 Matched Bargain Facility   the unregulated match bargain trading 
                             platform which the Company intends to 
                             implement for conducting transactions 
                             in the Ordinary Shares following Cancellation. 
 MESH                       MESH Holdings PLC (registered in England 
                             with number 03904514) whose registered 
                             office is at 27/28 Eastcastle Street, 
                             London W1W 8DH. 
 Notice of EGM              the formal notice convening the EGM 
                             as set out in this document. 
 Ordinary Shares            ordinary shares of no par value of the 
                             Company from time to time. 
 Placing Agreement          the agreement dated 1 July 2021 made 
                             between the Company and Oberon Investments 
                             Limited. 
 Placing Shares             the 18,750,000 new Ordinary Shares to 
                             be issued pursuant to the Firm Placing 
                             and the 168,750,000 new Ordinary Shares 
                             to be issued pursuant to the Conditional 
                             Placing. 
 Regulatory Information     has the meaning given in the AIM Rules. 
  Service 
 Resolutions                the resolutions to be proposed at the 
                             Extraordinary General Meeting as set 
                             out in the Notice of EGM at the end 
                             of this document. 
 second screen experience   the laptop, tablet, or mobile device 
                             that someone uses while watching television 
                             in order to deepen the experience. 
 Sentiance                  Sentiance, a limited liability company 
                             (NV) incorporated, organized and existing 
                             under the laws of Belgium, with registered 
                             office at Korte Lozanastraat 20-26, 
                             2018 Antwerpen, Belgium, and registered 
                             with the Crossroads Bank for Enterprises 
                             with number 0473.127.002. 
 Shareholder(s)             a person(s) who is/are registered as 
                             a holder(s) of Ordinary Shares from 
                             time to time. 
 

LETTER FROM THE CHAIRMAN

aLL ACTIVE ASSET CAPITAL LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1733571)

 
 Directors :                                                  Registered office : 
  James Normand (Non-Executive Chairman) 
  Rodger Sargent (Executive Director)       c/o Codan Trust Company (B.V.I.) Ltd. 
  Simon Grant-Rennick (Non-Executive                               Commerce House 
  Director)                                                        Wickhams Cay 1 
  Colin McQuade (Non-Executive Director)                            P.O. Box 3140 
                                                                        Road Town 
                                                                          Tortola 
                                                           British Virgin Islands 
                                                                           VG1110 
 

2 July 2021

To Shareholders and holders of Depositary Interests and, for information purposes only, the holders of options or warrants over Ordinary Shares

Dear Sir / Madam

Placing raising GBP15 million at 80p per share

Conditional Placing to raise a further GBP135 million at 80p per share

Agreement to acquire at least 75% of Sentiance N.V.

Intention to exercise EUR119 million balance of the AAQUA Option

Notice of Extraordinary General Meeting

Proposed cancellation of admission to trading on AIM

   1.    Introduction 

Further to the Company's announcements made on 16 June 2021 and today, the Directors are pleased to provide further details of a number of inter-connected matters:

-- a Firm Placing of 18.75 million new Ordinary Shares to raise GBP15 million at GBP0.80 per share;

-- a Conditional Placing of 168.75 million new Ordinary Shares to raise GBP135 million at GBP0.80 per share;

-- the Company's entry into an agreement whereby it will acquire at least 75% of Sentiance and allot and issue 500 million new Ordinary Shares to MESH (or as MESH directs);

   --      its intention to exercise the balance of the AAQUA Option; and 
   --      the proposed Cancellation of the admission of the Ordinary Shares to trading on AIM. 

Implementation of the Conditional Placing, the Acquisition and Cancellation are conditional on the Resolutions being passed at the Company's EGM, to be held at 10.00 a.m. on 19 July 2021 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. The Notice of EGM, containing the full text of the Resolutions, is set out at the end of this document. Subject to the Cancellation Resolution being passed at the EGM, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 30 July 2021.

The purpose of this document is to provide Shareholders with information on the background to and reasons for the Placing, the Acquisition and the Cancellation, explain the consequences of the Cancellation and why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole and seek Shareholders' approval for the Resolutions.

Trading in the Company's shares on AIM was suspended on 29 April 2021 pending the provision of further information on the Company's investments. An announcement was made by the Company on 16 June 2021 providing such information but the suspension of trading in the Company's shares on AIM remained in place because the Company had announced details of the Acquisition, which is deemed to be a reverse takeover under the AIM Rules and the Company has not published an AIM admission document. Trading in the Company's shares on AIM will remain suspended pending the outcome of the EGM. If the Acquisition is approved at the EGM, then trading in the Company's shares on AIM will remain suspended, as the Company will not apply for admission to trading on AIM as an enlarged entity.

If any of the Resolutions proposed at the EGM are not approved, then the Company will seek the restoration of trading of its shares on AIM.

   2.   Acquisition 

Sentiance

Sentiance is an artificial intelligence-driven data science and behaviour change company, incorporated and head-quartered in Belgium. It uses motion data to create contextual insights and behavioural change techniques to personalize engagement for safer and sustainable mobility, and wellbeing and loyalty experiences. Sentiance has been recognised with the following awards:

   --      IoT Breakthrough Award - Connected Car Insurance Solution of the Year 2021 
   --      DIA Top 100 The Insurtechs to Watch in 2021 
   --      Best Mobile User Insight Platform & Innovation in Data Privacy and Security 2020 
   --      FinTech Global InsurTech 100 list 2020 
   --      TU-Automotive InsurTech Product of the Year 2020 
   --      Deloitte Technology Fast 50 Belgium 
   --      Gartner Cool Vendor 2018 in Automotive and Smart Mobility 
   --      DIA Amsterdam Winner DIAmond Award 2017 
   --      DIA Munich Winner DIAmond Award 2017 

For the year ended 31 December 2019, Sentiance's unaudited loss for the period was c. EUR5.8 million (2018: c. EUR8.1 million) and its unaudited total assets as at 31 December 2019 were c. EUR4.2 million (2018: c. EUR5.2 million).

Acquisition Agreement and Assignment Agreement

On 9 March 2021, MESH and AAQUA agreed a sale and purchase agreement whereby AAQUA would acquire a significant majority equity holding in Sentiance with MESH acquiring the balance.

By an agreement dated 1 July 2021, (i) AAQUA has relinquished its rights as purchaser in favour of MESH and (ii) MESH has agreed to assign to the Company its right to be registered as the purchaser of the Sentiance shares in consideration of the Company (a) issuing and allotting to MESH or as MESH directs 500 million new Ordinary Shares and (b) setting off the loan totalling EUR3.65 million made by the Company to MESH in November and December 2020 against the consideration for the Acquisition.

Upon completion of the Acquisition, AAA will own at least 75% of the equity of Sentiance, with the balance owned by AAQUA.

Completion of the Assignment Agreement is conditional upon:

   --      the passing of all of the Resolutions at the EGM; 
   --      Cancellation becoming effective; 

-- the Company being satisfied with the results of its investigation into the financial, contractual and taxation position and trading performance of Sentiance; and

   --      there being no material adverse change in respect of Sentiance. 

These conditions are to be satisfied on or before 10 August 2021.

Under the Assignment Agreement, the Company has lodged EUR5 million with Sentiance's legal counsel as a sign of good faith that the Acquisition Agreement will be completed. If the Acquisition Agreement is completed on or before 10 August 2021, the sum will be returned to the Company and if completion has not occurred by then, the sum will be converted into 6,666 class G shares in Sentiance, representing 5.1% of its then enlarged issued share capital.

   3.   Placing 

The Company has entered into the Placing Agreement in respect of a two stage placing:

   --      the Firm Placing to raise GBP15 million; and 
   --      the Conditional Placing to raise GBP135 million. 

The issue price of the Placing Shares represents a 49.5% premium to the AAA mid-market share price of 53.5p on 29 April 2021 when the Company's shares were suspended from trading on AIM.

The Firm Placing is conditional only upon the Placing Agreement becoming unconditional. The conditions to the Placing Agreement include: (a) none of the warranties given by the Company to Oberon being untrue or inaccurate or misleading at the date of the agreement and at the date of completion and no fact or circumstance having arisen which would render any of the warranties untrue or inaccurate or misleading when repeated at completion; and (b) the allotment and issue of the 18.75 million new Ordinary Shares comprising the shares for the Firm Placing, conditional only on completion of the Firm Placing occurring by 30 July 2021.

The Conditional Placing is conditional upon:

   --      the passing of the Resolutions at the EGM; 
   --      Cancellation becoming effective; 

-- the Placing Agreement becoming wholly unconditional and not having been terminated in accordance with its terms;

-- the Company having completed the purchase of not less than 75% of the entire issued share capital of Sentiance NV;

   --      the Company having exercised the remaining EUR119 million of its AAQUA Option; 

-- the allotment and issue of the 168.75 million new Ordinary Shares comprising the shares for the Conditional Placing, conditional only on completion occurring by 28 October 2021.

The net proceeds of the Firm Placing and the Conditional Placing would be used to:

-- pay the subscription money due following the exercise of the remaining balance of EUR119 million of the AAQUA Option; and

   --      to provide growth and working capital for the Company's enlarged group in the future. 

Application will be made to the London Stock Exchange for the 18.75 million new Ordinary Shares comprising the shares for the Firm Placing to be admitted to trading on AIM. Given that trading in the Company's shares on AIM is currently suspended, it is anticipated that admission of these shares will not become effective unless trading in the Company's shares on AIM is restored. Neither the Firm Placing nor the Conditional Placing is conditional upon admission of the new Ordinary Shares arising to trading on AIM.

   4.   AAQUA Option 

AAQUA

AAQUA is a global services platform designed around 'Passion Communities' where members and famous entities ('Icons') curate original content, combined with member inspired online-to-offline initiatives. AAQUA will offer levels of control and ownership which aim to bring member fans, Icons and brands onto the same peer level.

AAQUA aims to become a seamless second screen experience for 'MAGIC' (M.usic, A.rts, G.aming, I.nterests and C.ommunity) alongside established entertainment, sporting and other rights holders and, eventually, other interests that people around the world are passionate about.

Since June 2019 AAQUA has been working in close collaboration with Sentiance on its core technology. This includes a development and long-term licence agreement regarding AAQUA's Algorithm of You ('AOU') enabling users to control the way content is recommended to them.

AAQUA is planning a phased public activation of its services in conjunction with multiple well-known global partners and brands in Asia prior to the end of this year, with successive roll outs in Europe and the rest of the world planned for 2022. AAQUA presently has operating entities established in the Netherlands, Belgium, United Kingdom, Singapore, Australia and New Zealand, Canada and the United States. AAQUA is incorporated in the Netherlands.

Previous exercise of AAQUA Option

On 18 December 2020 the Company announced it had entered into the AAQUA Option under which the Company can subscribe for up to 125,000 new AAQUA ordinary shares (Option Shares) at EUR1,000 per share, being a total cost of EUR125 million if fully exercised. On 2 March 2021 the Company announced that it had exercised its option over 6,000 Option Shares for EUR6 million in aggregate. The Company intends to use EUR119 million of the net proceeds of the Placing to subscribe for the balance of the Option Shares, with such exercise to take place following the proposed Cancellation. The AAQUA Option is exercisable until 10 December 2021 or, if earlier, within 60 days from notification by AAQUA that it has fulfilled conditions precedent to a fundraise of not less than EUR500 million.

Financial information

For the period from incorporation on 23 July 2020 to 31 January 2021, AAQUA's unaudited net loss was EUR5.1 million, and its unaudited net assets as at 31 January 2021 were EUR49.6 million. Since then, AAQUA has conducted equity transactions at EUR1,920 per share.

   5.   Background to and reasons for the Cancellation 

Should the Acquisition, the Conditional Placing and the subsequent exercise of the balance of the AAQUA Option complete, as set out in this document, the Company will own a substantial portfolio of assets, including a controlling interest in Sentiance, which the Board believes have the potential to unlock significant value for shareholders in the future.

The focus of the Company's activities in the future will be to: a) further enhance both the value of the existing portfolio; and b) seek possible further investments within the technology sector. Consequently, the Directors have conducted a review of the admission of the Company's shares to trading on AIM and, after careful consideration, have concluded that it is no longer in the best interests of the Company and its shareholders. The Directors believe that the best way to maximise the Company's potential is to seek the Cancellation, to complete the Acquisition and Conditional Placing and then to work towards obtaining a listing, at the appropriate time, on an alternative international (most likely US based) stock exchange.

The main reasons for the Board coming to this conclusion are:

-- prior to the suspension of trading in the Company's shares on 29 April 2021, the market capitalisation of the Company has grown rapidly in the last twelve months, and to reflect this growing value and need for additional liquidity, the Directors believe seeking a listing for the Company on an alternative international stock exchange would better meet the Company's ambitions for the future growth, to the benefit of both the Company and its Shareholders;

-- the portfolio of technology investments that the Company has built up over the past twelve months and will have pursuant to the Acquisition and the proposed exercise of the balance of the AAQUA Option may be better understood, appreciated and valued on an alternative international stock exchange, presenting the Company with the potential to generate increased returns for Shareholders;

-- future potential opportunities for further technology investments, substantial fundraises and significant transactions to further increase the Company's portfolio may be easier to source and execute on an alternative international exchange; and

-- any such transaction to list the Company on an alternative international exchange may be more easily implemented, more cost effectively executed and less time consuming as a non-publicly traded company, rather than as a company with its shares admitted to trading on AIM, with all the additional implications this has. The Directors believe the Company becoming a non-publicly traded company in the short term will make any potential listing on an alternative international exchange easier to achieve.

Taking all of these factors into account, the Directors believe that Cancellation is in the best interests of the Company and its Shareholders as a whole.

For the avoidance of doubt if Resolution 1 is not approved and the Cancellation does not become effective, then the Acquisition and the Conditional Placing will not proceed.

Should the proposed special resolution in respect of the Cancellation (Resolution 2) be approved by shareholders at the EGM, the Directors will then consult with advisers to determine the most efficient and effective route to achieve a listing for AAA on an alternative international exchange in due course. At this time, however, there is no guarantee that the Company will be able to achieve a listing on an alternative international exchange.

   6.   Principal effects of the Cancellation 

The principal effects of Cancellation, which have been considered by the Directors, will be:

-- there will no longer be a public market mechanism for Shareholders to trade in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares;

-- the Ordinary Shares will remain freely transferable and the Company intends to implement a Matched Bargain Facility in order to give Shareholders an opportunity to conduct transactions in the Ordinary Shares following Cancellation (see paragraph 9 below for further details). The Ordinary Shares may, however, be more difficult to conduct transactions compared to shares of companies trading on AIM;

-- it is possible that, following publication of this document, the liquidity and marketability of the Ordinary Shares may be significantly reduced and the value of such shares may be consequently adversely affected;

-- it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

-- whilst the Company's CREST facility will remain in place following the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST. In this instance, Shareholders who hold Depositary Interests representing Ordinary Shares in CREST will receive share certificates;

-- the AIM Rules will no longer apply to the Company and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, but among other things, the Company will not be bound to:

(i) make any public announcements of material events, or to announce interim or final results;

   (ii)         comply with any of the corporate governance practices applicable to AIM companies; 
   (iii)        announce substantial transactions and related party transactions; 

(iv) comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business; or

(v) comply with AIM Rule 26, obliging the Company to publish prescribed information on its website;

   --      the Company will cease to retain an AIM nominated adviser and a broker; 
   --      as an unlisted company, the Company will be subject to less stringent accounting disclosure requirements; 

-- the Company would no longer be subject to the Market Abuse Regulation (Regulation 596/2014, which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) regulating inside information and other matters;

-- the Company will no longer publicly disclose any change in major shareholdings in the Company;

-- as from the date of Cancellation, stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies; and

-- the Cancellation might have either positive or negative taxation consequences for Shareholders. For those Shareholders that hold Ordinary Shares through an ISA, see further below. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

These considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Shareholders should be aware that if Cancellation takes effect, they will at that time cease to hold Ordinary Shares in a company whose shares are admitted to trading on AIM and the matters set out above will automatically apply to the Company from the date of Cancellation.

After the Cancellation, the Company will continue to comply with the applicable statutory requirements of a company incorporated in the British Virgin Islands, including its articles of association.

   7.   Ordinary Shares held through an ISA account 

The Ordinary Shares will cease to be eligible to be held within an ISA upon the Cancellation taking effect. An ISA manager will have to either sell Ordinary Shares held in a Shareholder's ISA or transfer them to the Shareholder to be held outside an ISA, within 30 calendar days of the Cancellation.

When the title of an investment in an ISA is transferred from an ISA manager to an investor, the investor is deemed to have sold the investment for a market value sum and immediately reacquired it for the same amount. Any notional gain on the deemed sale is exempt from charge. Any future capital gains or losses are calculated by reference to the value of the shares when they left the ISA. This is the combined effect of regulation 22 and 34 of the Individual Savings Account Regulations 1998. It is not, however, clear how this general tax treatment applies when shares are transferred out of an ISA after a delisting.

This summary is for general information purposes only. It is not intended to constitute tax or other advice and should not be relied on or treated as a substitute for specific advice relevant to a Shareholder's specific circumstances. Shareholders should consult their own professional advisers as soon as possible.

   8.   Cancellation process 

Under the AIM Rules it is a requirement that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75 per cent. of votes cast by the Shareholders, given in a general meeting. The Company is calling the EGM, notice of which is set out at the end of this document, and will propose a special resolution to approve the Cancellation.

Under the AIM Rules, the Company is required to give a notice period of not less than 20 Business Days from the date on which notice of the intended Cancellation is notified via a Regulatory Information Service and is given to the London Stock Exchange. Accordingly, the Directors (through the Company's nominated adviser, Allenby Capital Limited) have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the EGM, to cancel the admission of the Ordinary Shares to trading on AIM with effect from 7.00 a.m. on 30 July 2021.

Upon the Cancellation becoming effective Allenby Capital Limited will cease to act as nominated adviser to the Company and the Company will no longer be required to comply with the AIM Rules.

   9.   Transactions in the Ordinary Shares following Cancellation 

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in an unquoted company with no means of conducting transactions in Ordinary Shares if the Cancellation is approved and becomes effective.

In addition, the Directors are aware that, should the Cancellation be approved by Shareholders and becomes effective, it would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company intends to implement a Matched Bargain Facility shortly after the Cancellation to assist Shareholders with conducting transactions in the Ordinary Shares.

Should the Cancellation become effective, details of the Matched Bargain Facility will be made available to Shareholders on the Company's website.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to conduct transactions in unquoted shares.

10. Extraordinary general meeting

At the EGM the following Resolutions will be proposed:

Resolution 1 - To approve the Cancellation

Shareholders are being asked to approve, by special resolution the passing of which will require not less than 75 per cent. of votes cast by Shareholders, the cancellation of the Company's trading facility on AIM.

Resolution 2 - To approve the acquisition of Sentiance

Resolution 2 asks Shareholders to approve the purchase by the Company of not less than 75% of the issued share capital of Sentiance. The resolution is conditional upon the passing of Resolution 1.

Resolution 3 - Authority to allot

Resolution 3 asks Shareholders to grant the Directors authority to allot new Ordinary Shares or grant rights to subscribe for or convert any security into new Ordinary Shares in the Company over up to 1.5 billion new Ordinary Shares, being 146% of the issued Ordinary Shares as at 1 July 2021 (being the latest practicable date prior to the publication of this document). This resolution will permit, among other things, the allotment and issue of (a) the 500 million Ordinary Shares to MESH and (b) the 168.75 million new Ordinary Shares to be issued pursuant to the Conditional Placing.

Resolution 4 - Disapplication of pre-emption rights

The Company is not subject to any pre-emption rights or limits on the issue of Ordinary Shares under the laws of the British Virgin Islands. Under the Articles of Association, however, except where authorised by a special resolution of Shareholders or otherwise permitted by the Articles of Association, any issue of Ordinary Shares for cash must be offered first to existing shareholders in proportion to their existing holdings. Resolution 4 will, if passed, replace the existing authority and permit the issue of up to 1.5 billion new Ordinary Shares, being 146% of the issued Ordinary Shares as at 1 July 2021 (being the latest practicable date prior to the publication of this document) without first offering the securities to existing shareholders. The Directors believe that this authority to issue shares for cash without first offering the securities to existing holders is in the best interests of Shareholders as it will give the Company flexibility to access funds to make further investments into technology companies and for other purposes.

Resolutions 2 and 3 set out in the Notice of Extraordinary General Meeting will be proposed as ordinary resolutions requiring approval of the majority of the Shareholders entitled to vote and voting in person or by proxy, or where a corporation, by a duly authorised representative at the Extraordinary General Meeting. Resolutions 1 and 4 will be proposed as special resolutions requiring approval of 75 per cent. of those Shareholders entitled to vote and voting in person or by proxy, or where a corporation, by a duly authorised representative at the Extraordinary General Meeting. As explained below, all Resolutions will be taken on a poll which means that all Shareholders present in person or by proxy or corporation present by a duly authorised representative are entitled to one vote for each Ordinary Share held.

11. Action to be taken

A Form of Proxy or a Form of Instruction is enclosed for use, as applicable, in connection with the EGM. You are requested to complete, sign and return the Form of Proxy or Form of Instruction in accordance with the instructions printed thereon, as applicable, to the Company's registrar, Computershare Investor Services (BVI) Limited c/o The Pavilions, Bridgewater Road, Bristol BS99 6ZY as soon as possible and, in any event, so as to be received not later than 10.00 a.m. on 15 July 2021 in the case of a Form of Proxy and not later than 10.00 a.m. on 14 July 2021 in the case of a Form of Instruction.

By returning the Form of Instruction, the holder of Depositary Interests is directing the custodian, Computershare Company Nominees Limited, to vote on the Ordinary Shares underlying the Depositary Interests in accordance with their instructions.

On 30 June 2021, the Company announced that its audited accounts for the year ended 31 December 2020 (Accounts) would not be published on that day; and that the Board anticipated that the Accounts will be published on or around Friday 9 July 2021. In order to give Shareholders time to consider the Accounts before voting on the Resolutions, if the Accounts are not published by close of business on Friday 9 July 2021, the EGM will be postponed and notice given of a new date for the EGM and a revised timetable for Cancellation.

COVID-19

The UK Government currently intends to lift restrictions on social gatherings on 19 July 2021 which will mean that Shareholders may attend the Extraordinary General Meeting if they wish to do so. As the situation and resulting government guidance has the ability to change rapidly, Shareholders should note that changes may need to be put in place at short notice in relation to the Extraordinary General Meeting. Updates on the status of the Extraordinary General Meeting and any changes to the proceedings of the meeting will be noti ed by announcement through a regulatory information service.

12. Recommendation

Should all of the resolutions be passed at the EGM, and on completion of the Acquisition, the Placing and the anticipated exercise of the remaining EUR119 million of the AAQUA Option (which would occur following the Cancellation), AAA will own a substantial portfolio of technology assets, including a controlling interest in Sentiance, which the Board believes have the potential to unlock significant value for shareholders in the future. The Company will also have a substantial balance sheet. Furthermore, the Directors believe the opportunity to generate significant incremental shareholder value means that the Company will be better suited to being listed, in due course, on an alternative international exchange.

The Directors consider that the Resolutions are in the best interests of the Company and Shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolutions as they themselves intend to do in respect of their aggregate beneficial shareholdings of 4,500,000 Ordinary Shares, representing 0.44% of the total number of issued shares in the Company.

Yours faithfully

James Normand

Non-Executive Chairman

aLL ACTIVE ASSET CAPITAL LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1733571)

Notice of EXTRAORDINARY General Meeting

Notice is given that an extraordinary general meeting of the members of All Active Asset Capital Limited (Company) will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 10.00 a.m. on 19 July 2021 for the purposes of considering and, if thought fit, passing the following resolutions of which Resolutions 2 and 3 will be proposed as ordinary resolutions and Resolutions 1 and 4 as special resolutions.

SPECIAL RESOLUTION

1. That the admission of the ordinary shares of no par value each in the capital of the Company to trading on AIM, a market operated by London Stock Exchange plc, be cancelled (Cancellation) and that the Company's directors and officers, or persons authorised by the directors of the Company, be authorised and directed to execute all documents and take all necessary actions in connection with the Cancellation.

ORDINARY RESOLUTIONS

2. That, subject to the passing of Resolution 1, the purchase by the Company of not less than 75% of the issued share capital of Sentiance NV on the terms set out in the Company's circular dated 2 July 2021 be approved.

3. To authorise the directors, in accordance with and pursuant to Article 3 of the articles of association of the Company, generally and unconditionally to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company over up to 1,500,000,000 ordinary shares provided that this authority shall expire (unless previously revoked, varied or extended by the Company at a general meeting) at the conclusion of the next annual general meeting of the Company, except that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted and the directors may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTION

4. To authorise the directors, in accordance with and pursuant to Article 4.5(d) of the articles of association of the Company, generally and unconditionally to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company over up to 1,500,000,000 ordinary shares for cash provided that this authority shall expire (unless previously revoked, varied or extended by the Company at a general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted and the directors may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Dated: 2 July 2021

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July 02, 2021 02:00 ET (06:00 GMT)