THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
17 December 2024
ACCELER8 VENTURES
PLC
Proposed Acquisition and
Suspension of Listing
Acceler8 Ventures Plc (LSE: AC8,
"AC8" or the "Company"), the Main Market listed
acquisition company whose ordinary shares are in the Equity shares
(shell companies) listing category, is pleased to announce that it
has entered into heads of terms ("Heads of Terms") to acquire the entire
issued share capital of Verifyyed, Inc. ("Verifyyed") (the "Proposed Acquisition").
Verifyyed is disrupting the $8
billion global sync and royalty industry through the application of
its unified transaction sync to royalty platform that encompasses
the world's largest premium content licensing marketplace, and
leading royalty tracking, administration and collection
software-as-a-service ("SaaS") technology. Verifyyed's
platform simplifies the end-to-end music sync licensing process,
and provides rights holders with greater transparency to drive
increased royalty revenues and accelerated payment
collections. The business is headquartered in California,
U.S., with operations across Europe.
Heads of Terms
Under the Heads of Terms, total
consideration (subject to customary adjustments) for the Proposed
Acquisition of Verifyyed is £96.8 million, and shall be settled
through the issuance of new ordinary shares of the Company. The
Heads of Terms are non-binding save that they provide the Company
with a binding exclusivity period until 31 May 2025 to enter into
long form sale documentation, alongside binding protections for
costs and confidentiality.
It is anticipated that concurrently
with the Proposed Acquisition, the Company will conduct a placing
in order to raise in the region of £10 to £20 million of
incremental growth capital to facilitate the enlarged group's
ambitious growth plan.
Temporary Suspension of Listing
The Proposed Acquisition would be
classified as an initial transaction in accordance with the
FCA's Listing Rules (UKLR 13.4.2(1)). Accordingly, the Company has
requested the suspension of its listing on the Official List and
from trading on the Main Market of the London Stock Exchange with
effect from 7.30 a.m. today, pending the publication of a
prospectus and application by the Company to have its enlarged
share capital re-admitted to trading on the Equity Shares
(Commercial Companies) segment of the Main Market of the London
Stock Exchange.
The parties intend to proceed as
quickly as possible with the Proposed Acquisition, however, there
can be no certainty that the Proposed Acquisition will be
successfully completed. If the Proposed Acquisition does not
complete for any reason, it is expected that the suspension of the
Company's listing will be lifted, subject to FCA approval, and
trading in the Company shares will recommence.
The Company will make further
announcements in due course, as appropriate.
David Williams, Chairman of AC8, commented:
"We are delighted to have reached
agreement with Verifyyed and have the opportunity to bring to
London such an exciting, high growth technology company. The
scaling prospects of the business are considerable, and we look
forward to working with David, Bobby and the wider Verifyyed team
in supporting both the listing and ongoing development of the
enlarged group."
David van Herwaarde, Director of Verifyyed,
commented:
"This is an important milestone in
the overall journey for Verifyyed. Following completion of
the Proposed Acquisition, our London listing will provide a
platform from which we can access further growth capital, and
ideally positions the business between our two major markets of the
US and Europe."
Inside Information
This announcement contains inside
information as defined in Regulation (EU) No. 596/2014 on market
abuse which is part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR") and is made in accordance with
the Company's obligations under article 17 of MAR. The person
responsible for arranging the release of this announcement on
behalf of AC8 is David Williams, Chairman of
AC8.
Enquiries:
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Tessera Investment Management Limited
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Tony Morris
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+44 (0)
7742 189145
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