All Active Asset Cap (LON:AAA) Investment in shares in Asimilar Group Plc

Further to the announcement made by AAAC on 20 March 2020, the Company is pleased to announce that it has entered into agreements to make an investment of £840,000 via the acquisition of 1,200,000 existing ordinary shares in Asimilar Group Plc (“Asimilar”) at a price of £0.70 per Asimilar share (“the Investment”) from a range of investors.

The consideration for the Investment is to be wholly satisfied by the issue of 168,000,000 new ordinary shares in the Company (“the Consideration Shares”), which are to be issued at a price of 0.5 pence per AAAC share.

Following completion of the Investment, AAAC is expected to hold 1.14% of the current issued share capital of Asimilar. As announced on 20 March 2020, AAAC holds warrants over new ordinary shares in Asimilar, which if exercised, would represent less than 0.25% of the current issued share capital of Asimilar.

Completion of the Investment is subject only to admission of the Consideration Shares to trading on AIM (“Admission”). Application will be made for Admission and the date on which Admission is expected to become effective is on or around 3 April 2020. Upon Admission, the Company’s issued ordinary share capital will consist of 690,076,072 ordinary shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 690,076,072. 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 share capital of the Company.

70,000,000 Consideration Shares, which will represent 10.14% of the Company’s enlarged share capital on Admission, are to be issued to certain clients of Optiva Securities Limited. 56,000,000 Consideration Shares, which will represent 8.12% of the Company’s enlarged share capital on Admission, are to be issued to certain clients of Peregrine & Black Investment Management Limited. 42,000,000 Consideration Shares, which will represent 6.09% of the Company’s enlarged share capital on Admission, are to be issued to certain clients of Intrinsic Capital LLP.

About Asimilar Group Plc

Asimilar is an AIM-quoted technology-focused investing company whose investing policy is to invest in businesses which have the potential to deliver significant returns. It focuses on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things sectors.

Asimilar’s shares were suspended from trading on AIM on 14 February 2020, due to Asimilar seeking to make a potential investment in Sentiance NV (“Sentiance”), which is intended to be comprised of a 9.3% new equity stake, with options which would increase its holding to up to 35.9% of Sentiance’s enlarged issued share capital (the “Potential Sentiance Investment”). Sentiance is a Belgian private company headquartered in Antwerp which is in the business of developing artificial intelligence software, machine learning and contextual behavioural data science.

Asimilar’s Potential Sentiance Investment will be classified as a reverse takeover under the AIM Rules due to the aggregate size of this potential investment relative to Asimilar’s existing portfolio. The price per share at which Asimilar’s shares were suspended on 14 February 2020 was 47.5 pence. On 12 March 2020, Asimilar announced a placing to raise £7.5 million at a price of 60 pence per share (the “Asimilar Placing”), which is conditional on a number of matters, including Asimilar’s enlarged share capital being admitted to trading on AIM. There can be no guarantee that Asimilar’s Potential Sentiance Investment and the Asimilar Placing will be completed, or of the final terms and timing of these transactions.

For its financial year ended 30 September 2019, Asimilar reported an audited loss after tax of £731,784 (2018: loss £1,105,214). As at 30 September 2019, Asimilar’s audited gross assets were £2,995,972 (2018: £3,441,504) and the net fair value of investments held was £2,684,091 (2018: £3,083,995).

James Normand, Executive Chairman of AAAC, said:

‘I am pleased that AAAC is able to make a further investment in Asimilar. This investment has been prompted by the strong positive reception by the market to our recent announcement of the acquisition of warrants in Asimilar.’

‘AAAC continues actively to seek similar opportunities for the mutual benefit of AAAC shareholders and of its investee companies’.


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