EMVC Emv Capital Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OUTSIDE OF THE UK.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (UK MAR). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

5 December 2024

EMV Capital plc

("EMVC" or the "Company")

Close of oversubscribed Fundraising

and

Result of WRAP Retail Offer

EMV Capital plc (AIM: EMVC), the deeptech and life sciences VC investment group, is pleased to announce, further to the announcements made on 3 December 2024, the closing of the Retail Offer and the final result of its oversubscribed Fundraising at the Issue Price of £0.50 pence per New Share. The Company has raised aggregate gross proceeds of £1.5 million, of which £932,752 was raised pursuant to the Subscription and £567,248 was raised pursuant to the Retail Offer.

Accordingly, the Company will issue a total of 3,000,000 New Shares at the Issue Price (1,865,504 pursuant to the Subscription and 1,134,496 pursuant to the Retail Offer). Terms defined in the Company's announcement of the Fundraising have the same meanings in this announcement.

The gross proceeds of the Subscription increased from £880,000 as announced on 3 December 2024 to £932,752 following the Company's receipt of a further subscription for 105,504 New Shares at the Issue Price (raising additional proceeds of £52,752).

Dr Ilian Iliev, CEO of EMV Capital and Investment Director of Q-Bot, commented:

"We are pleased to close our oversubscribed fundraising, at a notable premium in this difficult macro-economic climate where we are aware of many other fundraisings being at a substantial discount. This has been possible due to EMV Capital Partners and its introduction of supportive existing and qualifying new investors, many of whom frequently participate in the funding of our portfolio companies. I welcome our new shareholders, and we look forward to deploying the funds raised to develop the Company's growth strategy."

Related Party Transactions

Charles Spicer (Non-Executive Chair) and Ed Hooper (Executive Director) have participated in the Retail Offer by subscribing for New Shares (40,000 and 180,000 respectively) at the Issue Price via their respective Self-Invested Personal Pensions.

Charles Spicer and Ed Hooper are deemed to be related parties pursuant to Rule 13 of the AIM Rules for Companies and their participation in the Fundraising (as described above) is a related party transaction for the purposes of such Rule (Directors' Retail Offer RPT).

The table below summarises the interests of each of Charles Spicer and Ed Hooper in the Fundraising.

AIM Rule 13 fair and reasonable opinion

Jonathan Robinson, being the Director who is independent of the Directors' Retail Offer RPT, having consulted with the Company's nominated adviser, Panmure Liberum Limited, considers the terms of the Directors' Retail Offer RPT to be fair and reasonable insofar as the Company's shareholders are concerned.

PDMR dealing

In addition, certain other PDMRs of the Company have subscribed for 72,800 New Shares at the Issue Price. Further details outlined at the end of this announcement.

Admission and Total Voting Rights

Application has been made to London Stock Exchange plc for the admission to trading on AIM of 3,000,000 New Shares (Admission). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on or around 9 December 2024.

Upon Admission, the Company's issued ordinary share capital will consist of 27,357,555 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 27,357,555. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The New Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the New Shares to be issued pursuant to the Subscription and the Company's existing Ordinary Shares.

The person responsible for arranging the release of this announcement on behalf of the Company is Ed Hooper, Executive Director and General Counsel of the Company.

Further information on the Company can be found on its website at emvcapital.com.

The Company's LEI is 213800N5WD46G1Y7I458.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is for release into the UK only. No offering (initial public offers or otherwise) is being made to any investors outside of the UK.

The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (US Securities Act) or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act (Regulation S) to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd (Winterflood) is authorised and regulated in the United Kingdom by the Financial Conduct Authority.  Winterflood is acting exclusively for the Company and for no one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.  Neither past performance nor any forecasts should be considered a reliable indicator of future results.  The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Returns may increase or decrease as a result of currency fluctuations.  Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

EMV Capital Partners Limited (EMVCP) is authorised and regulated by the FCA in the United Kingdom. EMVCP is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the Subscription and the introduction of certain investors to the WRAP Retail Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation thereto nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients. Apart from the responsibilities and liabilities, if any, which may be imposed on EMVCP by FSMA or the regulatory regime established thereunder, EMVCP accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Subscription or the WRAP Retail Offer or the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. EMVCP accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM