TIDMDEV
RNS Number : 0605V
Dev Clever Holdings PLC
12 April 2021
This announcement contains information which, prior to its
disclosure, was inside information as stipulated under Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310
(as amended).
Dev Clever Holdings plc
('Dev Clever', the 'Group' or the 'Company')
Comprehensive Agreement with Veative
- Significant Step-Change in Capabilities and Growth Prospects -
Dev Clever (LSE: DEV), a leading developer of mobile and
immersive experiences, is pleased to announce that it has entered
into a comprehensive agreement with Veative Labs Pte Ltd
(Singapore) ("Veative").
Highlights include:
-- Acquiring the entire issued share capital of Veative Labs
Private Limited ("VLPL"), a wholly owned Indian subsidiary of
Veative, subject among other things, to the publication of a
prospectus;
-- Acquiring the immersive education materials (including STEM
content) that will be utilised during the near-term roll-out of the
Company's existing partnership agreement with VLPL and the National
Independent Schools Alliance ("NISA" and "NISA IP"). NISA is
India's largest governing body for budget private educational
institutions, with this partnership entered into on 21 December
2020;
-- E xclusive initial one year IP licensing agreement for
additional immersive educational materials that are bespoke to the
Indian market ("Indian IP"); and
-- Call Option ("Call Option") for a period of one year over (i)
the Indian IP and (ii) Veative's global distributor agreements
(subject to third party consents).
The consideration for the acquisition of VLPL is to be settled
through the issuance of 150 million new ordinary shares in the
Company. Based on the Dev Clever mid-market closing price of 36.5p
on Friday 9 April 2021 the equity consideration amounts to circa
GBP54.75 million. Based on the current number of 593.6 million
outstanding Dev Clever shares (which includes shares to be issued
to Sitius Limited, as announced on 29 March 2021 and 7 April 2021)
the newly issued shares would represent circa 20.2 percent of the
enlarged share capital of Dev Clever. This acquisition of VLPL will
be subject to the publication of an FCA approved prospectus by no
later than 30 September 2021. An additional 30 million ordinary
shares will be granted to VLPL CEO, Ankur Aggarwal, as an earnout
consideration subject to achieving key milestones.
The cash consideration for the acquisition of the NISA IP is
US$3.4 million. The licence fee for the Indian IP is US$2.6 million
payable in cash. Both of these payments are to be made on the date
of this announcement. In the event that the Call Option is
exercised, Dev Clever will pay a cash consideration of US$6.5
million.
Upon completion of the VLPL acquisition, Ankur Aggarwal, will
join Dev Clever's board and executive team.
Rationale:
-- Successful and proven collaboration: the two organisations
have now been working closely together for about a year and during
this relatively short period of time have delivered on some
important joint content, technology and distribution initiatives
whilst originating the exciting partnership with NISA. This
progress to date has been accomplished with relatively limited
resources;
-- Breadth, depth and growth acceleration: Dev Clever is
combining a highly complementary content library, consolidating a
meaningful existing footprint in India and significantly expanding
its overall reach through the existing VSL global distributor
agreements;
-- Reach and wherewithal: through this agreement, content,
technology, infrastructure, people and partner activities can be
reinforced and, if and when appropriate, accelerated;
-- Future revenues and profits: Dev Clever will retain 100% of
all future revenues and profits generated from the partnership with
NISA and those generated through VLPL. The combined organisation is
anticipated to deliver material growth in years to come and be
able, in a disciplined and controlled manner, to take advantage of
either partnering and/or acquiring further complementary content,
technology, and distribution assets and/or businesses.
Furthermore, the agreement provides:
-- Acceleration of content and platform development, allowing
the Company to leverage VLPL's uniquely skilled workforce of over
100 staff members;
-- Ownership of Veative's dynamic, cloud-based, learning
management system ("LMS") and content delivery network ("CDN");
-- Ownership of Veative's immersive learning experiences,
including virtual tours, language learning, and career-specific
learning experiences in several sectors and exclusive access to
over 100 hours of immersive STEM library;
-- The opportunity to unlock new and exciting revenue streams in
the global enterprise sector by providing immersive learning and
development solutions;
-- Dedicated resources and infrastructure in India to maximise
the opportunity with NISA affiliated schools and the wider BPS
(budget private schools) sector;
-- Significantly strengthens the end-to-end capability for
future crucial content development; and
-- Accelerates and enables the enlarged organisation to
efficiently integrate and aggregate 3rd party online learning
content through additional partnerships and acquisitions.
Further information about the Veative agreement will be included
in the prospectus once it is published.
Chris Jeffries, CEO of Dev Clever, said:
"Today's announcement is the natural culmination of the tireless
work and tangible progress the teams of Veative and Dev Clever have
made in recent times. It's transformational for us both and the
second acquisition for Dev Clever as a listed company. I personally
welcome Ankur and the rest of the Veative team into our
organisation. Veative is well established and highly regarded in
India, has complementary skills in LMS and CDN and furthers our
geographical reach. The EdTech market is expanding rapidly and as a
combined entity with considerable strength in content, technology,
people, infrastructure, geographical reach and capital flexibility,
we collectively will be focused on turning our combined
organisation into a leading global player."
Ankur Aggarwal, CEO Veative Labs, said:
"We are excited to be joining forces with Dev Clever at a
critical time of development for both companies. This is a moment
in time in which our combined skills greatly surpass the sum of our
parts as a burgeoning EdTech marketplace in India and beyond is
absolutely in need of the solution we can uniquely bring to bear.
To contribute to global educational needs in a concrete,
sustainable and profitable way is both humbling and compelling, and
we anticipate that smart investments in capital and energy will
pave the way for a bright future as a global player in a dynamic
and thriving marketplace."
-ends-
For further information please contact:
Dev Clever Holdings plc
Christopher Jeffries
Chief Executive Officer and Executive
Chairman
Nicholas Ydlibi
Chief Financial Officer +44 (0) 330 058 2922
Novum Securities Limited - Financial
Adviser and Broker
David Coffman / Colin Rowbury +44 (0) 20 7399 9400
Buchanan Communications
Richard Oldworth / Chris Lane +44 (0) 207 466 5105
Notes to Editors:
Dev Clever Holdings plc, together with its wholly owned
subsidiary DevClever Limited, is a software and technology group
based in Tamworth, United Kingdom, specialising in the use of
lightweight integrations of cloud-based VR and gamification
technologies to deliver rich customer engagement experiences across
both the education and commercial sectors. In January 2019, Dev
Clever listed on the Standard List of the London Stock Exchange.
The Group's core focus is the development and commercialisation of
its core platforms - Educate (its primary focus) and Agency
Services (its secondary focus).
Educate Division:
Through Educate, Dev Clever aims to reduce the global skills
shortage by delivering an enhanced careers guidance service via its
online platform, Launchyourcareer.com, and virtual reality software
(Victar VR). The business has established a global partnership with
Lenovo to roll its service worldwide, with offerings already on the
market in the UK, US and Canada. Dev Clever is also focused on the
Indian market and has partnered with its National Independent
Schools Alliance (NISA) and content provider Veative to provide a
comprehensive service offering within Indian budget private
schools. Through this, the business is developing and intends to
launch a direct-to-consumer offering in India.
Agency Services Division:
The Company's Agency Services division provides customers from
the retail, brand and hospitality sectors with bespoke application
and customisation of the Group's proprietary cloud-based products
in order to increase consumer engagement, transactional
efficiencies and enhance customer experience within their
venues.
For further information, please visit
www.devcleverholdingsplc.com .
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