LONDON: Asimilar Group plc, company focused on technology opportunities has agreed to purchase Intrinsic Capital (Jersey) Limited (ICJL), a news release said. 

Asimilar Group plc is investing company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things (IoT).

ICJL is a Jersey incorporated company that is wholly owned by Mark Horrocks, the founder and Chief Executive of Intrinsic Capital LLP. The acquisition will allow the Asimilar to manage its portfolio with the benefit of the more benign capital gains tax regime available in Jersey in respect of some of its current and future investments.

In addition, ICJL is a party to an investment agreement with Dev Clever Holdings Plc, as announced by Dev Clever on 13 May 2020, giving ICJL a right to subscribe for up to 100 million ordinary shares in Dev Clever at a price of 10 pence per Dev Clever share and, following the exercise of all of these subscription rights, ICJL will be entitled to exercise a warrant to subscribe for up to 50 million additional Dev Clever shares at a price of 25 pence per Dev Clever Share. 

The terms of the Dev Clever Investment Agreement have been varied from those announced by Dev Clever on 13 May 2020 and 27 July 2020 in that:

a)   Dev Clever is now able to issue the balance of 17,500,000 Dev Clever shares of the original first tranche of subscription shares without the need to publish a prospectus and consequently ICJL has agreed to subscribe for the 17,500,000 Dev Clever shares for £1.75 million, on or before 4 September 2020; and

b)   Dev Clever will now use reasonable endeavours to publish a prospectus by a revised back stop date of 31 October 2020 to enable the remaining tranches of the Dev Clever Investment Agreement along with the related warrant to be issued to ICJL.  The subscription rights relating to the remaining tranches are conditional on the publication of the prospectus on or before 31 October 2020.

As announced by Dev Clever on 27 July 2020, ICJL has subscribed £250,000 for Dev Clever shares pursuant to the Dev Clever Investment Agreement and, accordingly, ICJL will be acquired by the Company with an existing holding of 2,500,000 Dev Clever Shares.

As at 31 July 2020 ICJL also had approximately £13,000 of cash.  To date ICJL has been funded personally by Mark Horrocks who has subscribed for £25,000 of equity and has provided loans in the region of £320,000 to ICJL.  It is the intention of the Company to repay these loans following completion of the acquisition of ICJL by Asimilar.  As at 31 July 2020 ICJL has net liabilities of approximately £56,000 and has had minimal revenues to date.

The agreement provides that the Company will acquire the entire issued share capital of ICJL in return for the issue of 1,000,000 new Asimilar ordinary shares credited as fully paid (“Consideration Shares”). The agreement is conditional on the admission of the Consideration Shares to trading on AIM.

In addition Mark Horrocks, the sole owner of ICJL, has been granted warrants to subscribe for up to 9.0 million Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche.  Each tranche will be exercisable for two years after the relevant price criteria having been reached. 

The relevant price criteria are the mid-market closing price of Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence respectively.

The number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of shares in Dev Clever subscribed by the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.

Following completion of the acquisition and, subject to due diligence, Mark Horrocks has provisionally agreed join the board of Asimilar, subject to standard regulatory approvals.

John Taylor, Chairman of Asimilar commented, “We are delighted to be able to announce our purchase of Intrinsic Capital (Jersey) Limited. The acquisition will provide a more benign taxation regime for our current portfolio and future investments.

In addition we are excited at the prospect of being able to acquire a significant holding in Dev Clever, a cutting edge technology company which we believe is well positioned to benefit from recent growth in the global ed-tech sector.

“We are also pleased at the potential of being able to welcome Mark Horrocks to the Board of Asimilar and believe his experience and professionalism in the area of small company investing will be a great asset to Asimilar in the future.”