Dev Clever to acquire Veative Labs Pte Ltd for approximately £54.75 million

LONDON: Dev Clever Holdings has entered into a comprehensive agreement to acquire entire shareholding of Veative Labs Pte Ltd (VLPL), a wholly owned Indian subsidiary of Veative.

The consideration for the acquisition of Veative Labs Pte Ltd (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 £54.75 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.

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.”

www.devcleverholdingsplc.com

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