TIDMDMTR
RNS Number : 1837I
DeepMatter Group PLC
01 December 2022
1 December 2022
DeepMatter Group Plc
Proposed Cancellation of admission of Ordinary Shares to trading
on AIM
Subscription of up to 2,500,000,000 Ordinary Shares at 0.04
pence per share to raise up
to GBP1.0 million
and
Notice of General Meeting
DeepMatter Group Plc (AIM: DMTR, "Deepmatter", the "Group", or
the "Company"), the digital chemistry data and software company,
announces the proposed cancellation of admission of its Ordinary
Shares to trading on AIM ("Cancellation"), re-registration as a
private limited company ("Re-registration") and adoption of new
articles of association ("New Articles")
The Group also announces a subscription of new shares to raise
funds of up to GBP1.0 million through the issue and allotment of
2,500,000,000 Subscription Shares at the issue price of 0.04 pence
per Subsciption Share ("Subscription").
A circular ("Circular") will be sent to Shareholders in the
coming days, setting out the background to and reasons for the
proposed Cancellation and the Re-registration and associated
adoption of the New Articles, and the Subscription. The Circular
will also contain a notice convening a general meeting ("General
Meeting") at which Shareholders are invited to consider and, if
thought fit, approve (among other matters) the proposed
Cancellation and the Re-registration and associated adoption of the
New Articles and the Subscription.
The Directors have undertaken a detailed review to evaluate the
benefits and drawbacks to the Group of retaining the listing of the
Ordinary Shares on AIM.
A key part of this has been exploring a public market
fundraising. The Directors are of the opinion that it would not be
possible to raise sufficient capital in the public markets to
progress the Group's growth plans.
This review has also included, amongst other matters, the impact
of the current market sentiment with regard to early stage small
companies listed on the public market and their valuations and the
increasing costs of maintaining a public listing.
For these reasons, the Directors have concluded that
Cancellation and Re-registration and adoption of the New Articles
are in the best interests of the Group. The principal Shareholders
of the business are supportive of the Cancellation and
Re-registration and further funding of the business, including the
Subscription.
In addition to the Subcscription, the Company anticipates a more
substantial capital raise being pursued as a private limited
company in 2023. This capital raise is being undertaken in order to
fund the long term growth ambitions of the Company.
The Group continues to expect revenue for the current financial
year to be no less than GBP1.5m and the Group has cash and short
term receivables of GBP0.7m.
To be passed, the Cancellation Resolution requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per cent
of the votes cast by Shareholders at the General Meeting. The
Resolution to approve the Re-registration and the adoption of New
Articles and the Resolution to issue the Subscription Shares on a
non-pre-emptive basis also require the approval of not less than 75
per cent of the votes cast by Shareholders at the General Meeting.
The Resolution to authorise the Directors to allot the Subscription
Shares in connection with the Subscription requires the approval of
not less than 50 per cent of the votes cast by Shareholders at the
General Meeting.
Should the Cancellation be approved by Shareholders at the
General Meeting, the Company has concluded it will put in place a
Matched Bargain Facility and will appoint Asset Match (
www.assetmatch.com ) to facilitate trading in the Ordinary Shares.
Asset Match, a firm authorised and regulated by the Financial
Conduct Authority, will operate an electronic off-market dealing
facility for the ordinary shares. This facility will allow
shareholders and new investors to trade Ordinary Shares by matching
buyers and sellers through periodic auctions. Investors can
register their interest for further information on the Asset Match
auction process by emailing info@assetmatch.com . Full details will
be made available to Shareholders on the Company's website at
www.deepmatter.io once the Cancellation has been approved by
Shareholders at the General Meeting.
The General Meeting will be held at the offices of Canaccord
Genuity, 88 Wood Street, London, EC2V 7QR at 14:00 p.m. on 19
December 2022.
The notice convening the General Meeting and setting out the
Resolutions to be considered at it will be set out in the Circular
which is expected to be posted to Shareholders on the 2 December
2022, draft extracts of which can be found in Appendix I to this
announcement.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as will be set out in the
Circular.
The Subscription
It is anticipated that the Subscription Shares will all have
been conditionally applied for largely by existing investors. The
Subscription Shares will, when issued, rank pari passu in all
respects with the existing Ordinary Shares in issue at the date of
the Circular.
The Subscription is conditional on the passing of Resolutions 1,
2 3 and 4 at the General Meeting.
Following the Cancellation, the Subscription Shares shall be
issued as follows: (i) first, the Non-VCT/EIS Subscription Shares
shall be issued to investors (other than those seeking EIS or VCT
relief), and (ii) second, the VCT/EIS Subscription Shares shall be
allotted and issued to all those investors who are seeking EIS or
VCT relief.
The proceeds of the Subscription are intended to be used by the
Group to fund:
-- working capital and corporate purposes;
-- investment in third-party partnerships in data, integration and automation;
-- investment in the Group's technology and employee base; and
-- accelerated adoption and conversion of the trial user base to recurring revenues.
Shareholders should note that, unless the Fundraising
Resolutions are passed at the General Meeting, the Subscription
cannot be implemented. In such circumstances, the Company will not
receive the proceeds of the proposed Subscription. If this were to
happen, the Directors would have to immediately re-evaluate the
strategy and outlook of the Group.
If the Subscription does not proceed and alternative immediate
funding is not obtained in the limited timeframe available, the
Directors would need to consider whether it is appropriate for the
Group to cease trading and enter into a liquidation process.
Accordingly, it is very important that Shareholders vote in favour
of the Fundraising Resolutions.
Based on the current cash resources of the Group, and expected
revenue, the Directors believe that the Group has sufficient
financial resources to fund the business through to early 2023. In
the event that the Subscription does not proceed, the Directors
would have a limited timeframe in which to take any remedial
actions and take measures to raise further funds. It is for this
reason that Company is seeking Shareholders' approval for the
Subscription at the General Meeting.
Directors' and related parties' participation in the
Subscription
As part of the Subscription, certain Directors and their
persons/companies closely associated have agreed to conditionally
subscribe for Subscription Shares at the Issue Price. Details of
the Subscription Shares for which the Directors and their
persons/companies closely associated have subscribed and their
resultant shareholdings are displayed below.
Director Number of Number of Resultant Percentage
Ordinary Shares Subscription holding of of Enlarged
held before Shares being Ordinary Shares Share Capital
the Subscription Subscribed after the
for as part Subscription
of the Subscription
Alan Aubrey 207,311,393 250,000,000 457,311,393 7.0%
------------------ --------------------- ----------------- ---------------
Mark Warne 14,829,505 12,500,000 27,329,505 0.4%
------------------ --------------------- ----------------- ---------------
Fraser Benson 3,250,000 2,500,000 5,750,000 0.1%
------------------ --------------------- ----------------- ---------------
Mirko Walter* 218,400,000 137,500,000 355,900,000 5.4%
------------------ --------------------- ----------------- ---------------
* Mirko Walter is an employee of Springer-Verlag GmbH and a
Director. Springer-Verlag GmbH is an existing shareholder and is
the participant in the Subscription. Mr Walter is therefore
non-beneficially interested in the Ordinary Shares held by
Springer-Verlag GmbH and the Subscription Shares being subscribed
for by Springer-Verlag GmbH
In addition to the above, Richard Griffiths and David Norwood
have agreed to subscribe for 750,000,000 and 547,500,000
Subscription Shares respectively pursuant to the Subscription at
the Issue Price. Following the allotment and issue of such
Subscription Shares, Mr Griffiths will have an interest in
1,792,928,550 Ordinary Shares, representing 27.4 per cent. of the
Enlarged Share Capital, and Mr Norwood will have an interest in
991,380,771 Ordinary Shares, representing 15.2 per cent. of the
Enlarged Share Capital.
Alan Aubrey, Mark Warne, Fraser Benson and Mirko Walter and
their persons closely associated are considered a "related party"
(as defined by the AIM Rules) of the Company by virtue of being
directors of the Company. Both Richard Griffiths and David Norwood
are considered to be a "related party" (as defined by the AIM
Rules) of the Company by virtue of being an existing substantial
shareholder in the Company.
The Directors (excluding Alan Aubrey, Mark Warne, Fraser Benson
and Mirko Walter) consider, having consulted with Canaccord
Genuity, the Company's Nominated Adviser for the purposes of the
AIM Rules, that the terms of the related party subscriptions set
out above are fair and reasonable insofar as the shareholders of
the Company are concerned.
Expected Timetable of Principal Events
Event Time and/or date(1)(2)
Notice provided to the London 1 December 2022
Stock Exchange to notify it
of the proposed Cancellation
Announcement of the proposed 1 December 2022
Cancellation, Re-registration,
adoption of New Articles and
Subscription
Publication and posting of the 2 December 2022
Circular and the Form of Proxy
Latest time for receipt of Forms 14:00 p.m. 15 December 2022
of Proxy in respect of the General
Meeting
General Meeting 14:00 p.m. 19 December 2022
Announcement of the results 19 December 2022
of the General Meeting
Last day of dealings in Ordinary 4 January 2022
Shares on AIM
Cancellation 5 January 2023
Allotment and issue of the Non-VCT/EIS 5 January 2023
Subscription Shares
Allotment and issue of the VCT/EIS 6 January 2023
Subscription Shares
Despatch of definitive share 6 January 2023
certificates in respect of the
Subscription Shares
Re-registration as a private Week commencing 16 January 2023
company
Notes:
(1) All of the times referred to in this Document refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be noti ed to Shareholders by an
announcement through a Regulatory Information Service.
(3) All events listed in the above timetable following the
General Meeting are conditional on the passing at the General
Meeting of the Resolutions
Recommendation
The Directors consider that the Cancellation and the
Re-registration and adoption of the New Articles and the
Subscription are in the best interests of the Company and its
Shareholders as a whole and, therefore, unanimously recommend that
you vote in favour of the Resolutions at the General Meeting as
Alan Aubrey, Mark Warne, Fraser Benson, Bryn Roberts and Laurence
Ede (being the Directors who are interested in Ordinary Shares)
intend to vote, or procure the vote, in respect of, in aggregate,
230,992,484 Ordinary Shares to which they are bene cially
entitled.
Certain principal shareholders have also indicated they are
supporting of the Resolutions.
A copy of the Circular and the New Articles will be made
available on the Group's website at www.deepmatter.io in the coming
days.
For more information contact
DeepMatter Group Plc
Mark Warne, Chief Executive 0141 548 8156
Fraser Benson, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser and Broker)
Bobbie Hilliam 020 7523 8000
Meare Consulting
Adrian Duffield 07990 858548
About DeepMatter Group plc
DeepMatter's SmartChemistry(R) platform enables scientists
across a range of industries, including pharma, biotech,
agri-science, scientific publishers and contract research
organisations (CROs), to easily capture, access and exploit the
vast amounts of data created in chemical reactions.
DeepMatter integrates its proprietary chemistry data and
proprietary software to significantly improve productivity,
efficiency, discovery, safety and sustainability of chemical
reactions for its customers.
DeepMatter's SmartChemistry(R) platform capitalises on the
combination of its cloud technology, low cost-sensors, connectivity
to laboratory hardware and high-performance computing trends such
as artificial intelligence (AI).
Visit: www.deepmatter.io and follow @deepmattergroup
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE
REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 AS AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
APPIX I - EXTRACTS FROM THE DRAFT CIRCULAR TO SHAREHOLDERS
Background to and reasons for the Cancellation and
Re-registration
The Directors have undertaken a review to evaluate the bene ts
and drawbacks to the Company and its Shareholders of retaining the
listing of the Ordinary Shares on AIM. This review has included,
amongst other matters, the impact of the current geopolitical
situation, the compatibility of the requirements for transparency
within public markets and client discretion, the public market
share trading and valuation volatility of the Company and the
increasing costs of maintaining a public listing. For these
reasons, the Directors have concluded that the Cancellation and
Re-registration are in the best interests of the Company and its
Shareholders as a whole. Further details of the background to and
reasons for the Cancellation and Re-registration are set out
below.
-- The Directors believe that a number of factors have impaired
investor sentiment towards the Company, including, amongst others:
(a) current market conditions; and (b) short term UK market
volatility.
-- The Directors believe that having access to capital in the
near to medium-term is prudent to ensure that the Company can
capitalise successfully on future opportunities and growth. The
Directors have come to the conclusion that it is not possible to
raise sufficient capital in the public markets to progress the
Company's growth plans.
-- More generally, the UK small and micro-cap public markets
have had a signi cant change in sentiment over the past few years
and the Directors believe that the Company's current public market
valuation does not re ect the underlying potential of the business
with the result that growth prospects are more readily accessible
and managed in a private market environment.
-- There has been limited liquidity in the Ordinary Shares for
some time and, as a result, the Directors believe that continued
admission to trading on AIM no longer suf ciently provides the
Company with the advantage of providing access to capital in the
medium to longer-term, nor in the opinion of the Directors,
provides liquidity to investors. As a result, the Directors have
concluded that the most likely source of future funds would be
through private capital.
-- The cost, management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM is, in the Directors' opinion, disproportionate to the bene ts
of the Company's continued admission to trading on AIM.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation and Re-registration.
In addition, in connection with the Re-registration, it is
proposed that the New Articles be adopted to re ect the change in
the Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in the Circular to be post to Shareholders.
Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least ve clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the General
Meeting, it is proposed that the last day of trading in Ordinary
Shares on AIM will be 4 January 2023 and that the Cancellation will
take effect at 7:00 am on 5 January 2023.
The principal effects of the Cancellation will include the
following:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares;
-- it is possible that, following the publication of this
Document, the liquidity and marketability of the Ordinary Shares is
reduced and their value adversely affected (however, as set out
above, the Directors believe that the existing liquidity in the
Ordinary Shares is in any event limited);
-- the Ordinary Shares may be more dif cult to sell compared to
shares of companies traded on AIM (or any other recognised market
or trading exchange);
-- in the absence of a formal market and quote, it may be dif
cult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and nancial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be noti ed of price
sensitive information or certain events and the requirement that
the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions,
reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain acquisitions
and disposals;
-- the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
-- the Company will no longer be subject to UK MAR regulating
inside information and other matters;
-- the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the
Disclosure Guidance and Transparency Rules;
-- Canaccord Genuity will cease to be nominated adviser to the Company;
-- whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may
be cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST (in which case, Shareholders who hold Ordinary Shares in
CREST will receive share certi cates);
-- stamp duty will be due on transfers of shares and agreements
to transfer shares unless a relevant exemption or relief applies to
a particular transfer; and
-- the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent tax adviser.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
For the avoidance of doubt, the Company will remain registered
with the Registrar of Companies in England and Wales in accordance
with and, subject to the Companies Act, notwithstanding the
Cancellation and Re-registration.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Companies Act; and
-- continue, for at least 12 months following the Cancellation, to maintain its website, www.deepmatter.io and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, Rule 26 of the AIM Rules or to update the website as required by the AIM Rules.
There will be no change to the composition of the Board
immediately following the Cancellation and Re- registration.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles, with effect from the
Re-registration. A summary of the principal differences between the
Current Articles and the proposed New Articles is included in Part
II of this Document. A copy of the New Articles can be viewed at
www.deepmatter.io/investors
Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to Cancellation.
Dealing and settlement arrangements
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the
Cancellation. Should the Cancellation be approved by Shareholders
at the General Meeting, the Company will has concluded it will put
in place a matched bargain facility and will appoint Asset Match (
www.assetmatch.com ) to facilitate trading in the Ordinary Shares
on a matched bargain basis following Cancellation ("Matched Bargain
Facility"). Asset Match, a firm authorised and regulated by the
Financial Conduct Authority, will operate an electronic off-market
dealing facility for the Ordinary Shares. This facility will allow
existing shareholders of the Company and new investors to trade
Ordinary Shares by matching buyers and sellers through periodic
auctions. Investors can register their interest for further
information on the Asset Match auction process by emailing
info@assetmatch.com .
The Asset Match trading facility operates under its own code of
practice which governs the behaviour of participants and the
running of the periodic auctions. Asset Match operates an open
auction system where volumes of bids and offers at different prices
are displayed on its website together with the closing date of the
auction. At the end of each auction period Asset Match pass this
information through a non-discretionary algorithm that determines a
"market-derived" share price based on supply and demand and
allocates transactions accordingly. Bids and offers may be made and
withdrawn at any time before the closing date of each auction.
Shareholders will continue to be able to hold their shares in
uncertificated form (i.e. in CREST) and should check with their
existing stockbroker whether they are willing or able to trade in
unquoted shares. Shareholders wishing to trade shares through Asset
Match must do so through a stockbroker. A comprehensive list of
stockbrokers who have signed up to access the Asset Match platform
is available on request.
Full details will be made available to Shareholders on the
Company's website at www.deepmatter.io and directly by letter or
e-mail (where appropriate). Shareholders may contact Asset Match in
relation to any queries regarding trading via the secondary market
trading facility by emailing dealing@assetmatch.com .
If put in place, Shareholders should also be aware that any such
Matched Bargain Facility could also be withdrawn at a later date.
Further details will be communicated to the Shareholders at the
relevant time.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 4 January 2023 and that the effective date of the
Cancellation will be 5 January 2023
Current Trading, Strategy and Prospects
On 26 October 2022, the Company announced a significant
multi-year agreement with Merck and published a trading update with
recent nancial performance and a revenue forecast for the full year
2022 which is reproduced below:
"DeepMatter Group Plc announces that after nine months of the
financial year and having now signed a material agreement with
Merck (see separate statement), the Group expects revenue for the
current financial year to be no less than GBP1.5m, an increase of
over 50% year on year (2021: GBP1.0m).
DeepMatter has secured three strategically important multi-year
collaborations during the current financial year and as anticipated
continues to see a strengthening of its sales pipeline following a
strong first half. The Merck collaboration has the potential to
become one of the Group's largest to date.
These collaborations bring future revenue visibility and
opportunities to grow the revenue opportunity from existing
customers as well as new customers. They include technology access
fees, collaboration fees and royalties.
As stated in the Group's H1 results, DeepMatter is investing in
product enhancements, strengthening its team, pursuing machine
learning (ML) and artificial intelligence (AI) based R&D
activities that create new intellectual property (IP). It also
continues to assert its IP rights which have the potential to
contribute to long term value creation. The Directors remain in
regular contact with the Group's major shareholders who are
supportive. Deepmatter held cash balances of GBP0.7m at 30
September 2022, with costs remaining in line with those reported at
the time of Group's H1 results."
In addition to the Subscription proposed to take place as soon
as practicable after the Cancellation, the Company anticipates it
will pursue a more substantial capital raise as a private limited
company in 2023. This capital raise is being undertaken in order to
fund the long term growth ambitions of the Company.
Re-registration
As set out above, following the Cancellation, the Directors
believe that the requirements and associated costs of the Company
maintaining its public company status will be dif cult to justify
and that the Company will bene t from the more exible requirements
and lower costs associated with private limited company status. It
is therefore proposed to re-register the Company as a private
limited company. In connection with the Re-registration, it is
proposed that the New Articles be adopted to re ect the change in
the Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in the Circular to be sent to Shareholders.
An application will be made to the Registrar of Companies for
the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certi cate of incorporation on Re-registration. The
Registrar of Companies will issue the certi cate of incorporation
on Re-registration when it is satis ed that no valid application
can be made to cancel the resolution to re- register as a private
limited company or that any such application to cancel the
resolution to re-register as a private limited company has been
determined and con rmed by the Court.
Takeover Code
The Takeover Code applies to all offers for companies which have
their registered of ces in the United Kingdom, the Channel Islands
or the Isle of Man if any of their equity share capital or other
transferable securities carrying voting rights are admitted to
trading on a regulated market or a multilateral trading facility in
the United Kingdom or on any stock exchange in the Channel Islands
or the Isle of Man.
The Takeover Code also applies to all offers for companies (both
public and private) which have their registered of ces in the
United Kingdom, the Channel Islands or the Isle of Man and which
are considered by the Panel to have their place of central
management and control in the United Kingdom, the Channel Islands
or the Isle of Man, but in relation to private companies only if
one of a number of conditions are met, including that any of the
company's equity share capital or other transferable securities
carrying voting rights have been admitted to trading on a regulated
market or a multilateral trading facility in the United Kingdom or
on any stock exchange in the Channel Islands or the Isle of Man at
any time in the preceding 10 years.
Following the Cancellation and the Re-registration, the Takeover
Code will continue to apply for a period of ten years from the
Cancellation provided that the Company is considered by the
Takeover Panel to have its place of central management and control
in the United Kingdom (or the Channel Islands or the Isle of Man).
This is known as the "residency test". The way in which the test
for central management and control is applied for the purposes of
the Takeover Code may be different from the way in which it is
applied by the United Kingdom tax authorities, HMRC. Under the
Takeover Code, the Takeover Panel looks to where the majority of
the Directors are resident, amongst other factors, for the purposes
of determining where the Company has its place of central
management and control.
Based on the current composition of the Board, the residency
test will be satisfied and the Takeover Code will continue to apply
to the Company following the Cancellation and the Re-registration.
However, the Takeover Code could cease to apply to the Company in
the future if any changes to the composition of the Board result in
the majority of the Directors not being resident in the United
Kingdom, Channel Islands and Isle of Man.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by Shareholders holding not less than 75 per cent.
of votes cast by Shareholders at the General Meeting. Accordingly,
the Notice of General Meeting set out in Part III of this Document
contains a special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have noti ed the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 5 January 2023. Accordingly, if the Cancellation Resolution
is passed, the Cancellation will become effective at 7:00 a.m. on 5
January 2023. If the Cancellation becomes effective, Canaccord
Genuity will cease to be nominated adviser of the Company and the
Company will no longer be required to comply with the AIM
Rules.
The information below set out in accordance with the requirement
of the EU Market Abuse Regulation provides further detail.
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person
1 closely associated
---- -----------------------------------------------------------------------
a. Name Mark Warne
--------------------------------------
Reason for notification
2
a. Position/Status Chief Executive Officer
------------------------------- --------------------------------------
b. Initial notification/ Initial Notification
Amendment
------------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---- -----------------------------------------------------------------------
a. Name DeepMatter Group Plc
------------------------------- --------------------------------------
b. LEI 213800WSAEORFSGUAB87
------------------------------- --------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---- -----------------------------------------------------------------------
a. Description of Ordinary Shares of 0.01p each
the financial GB00B29YYY86
instrument, type
of instrument
Identification
Code
------------------------------- --------------------------------------
b. Nature of the Purchase of Ordinary Shares
transaction
------------------------------- --------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) 0.04 pence 12,500,000
-----------
------------------------------- --------------------------------------
d. Aggregated information N/A - Single Transaction
- Aggregated
Volume
- Price
------------------------------- --------------------------------------
e. Date of the transaction 1 December 2022
------------------------------- --------------------------------------
f. Place of the London Stock Exchange
transaction
------------------------------- --------------------------------------
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person
1 closely associated
---- -----------------------------------------------------------------------
a. Name Alan Aubrey
--------------------------------------
Reason for notification
2
a. Position/Status Non-Executive Chairman
------------------------------- --------------------------------------
b. Initial notification/ Initial Notification
Amendment
------------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---- -----------------------------------------------------------------------
a. Name DeepMatter Group Plc
------------------------------- --------------------------------------
b. LEI 213800WSAEORFSGUAB87
------------------------------- --------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---- -----------------------------------------------------------------------
a. Description of Ordinary Shares of 0.01p each
the financial GB00B29YYY86
instrument, type
of instrument
Identification
Code
------------------------------- --------------------------------------
b. Nature of the Purchase of Ordinary Shares
transaction
------------------------------- --------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) 0.04 pence 250,000,000
------------
------------------------------- --------------------------------------
d. Aggregated information N/A - Single Transaction
- Aggregated
Volume
- Price
------------------------------- --------------------------------------
e. Date of the transaction 1 December 2022
------------------------------- --------------------------------------
f. Place of the London Stock Exchange
transaction
------------------------------- --------------------------------------
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person
1 closely associated
--- ------------------------------------------------------------------------------
a. Name Springer-Verlag GmbH
----------------------------------------------------
Reason for notification
2
a. Position/Status Mirko Walter, Non-Executive Director of DeepMatter
Group plc, is an employee of Springer-Verlag
GmbH and a Director. Springer-Verlag GmbH
is an existing shareholder of DeepMatter Group
plc and is the participant in the Subscription.
Mr Walter is therefore non-beneficially interested
in the Ordinary Shares held by Springer-Verlag
GmbH and the Subscription Shares being subscribed
for by Springer-Verlag GmbH
------------------------ ----------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
------------------------ ----------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
--- ------------------------------------------------------------------------------
a. Name DeepMatter Group Plc
------------------------ ----------------------------------------------------
b. LEI 213800WSAEORFSGUAB87
------------------------ ----------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
--- ------------------------------------------------------------------------------
a. Description of Ordinary Shares of 0.01p each
the financial GB00B29YYY86
instrument, type
of instrument
Identification
Code
------------------------ ----------------------------------------------------
b. Nature of the Purchase of Ordinary Shares
transaction
------------------------ ----------------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) 0.04 pence 137,500,000
------------
------------------------ ----------------------------------------------------
d. Aggregated information N/A - Single Transaction
- Aggregated
Volume
- Price
------------------------ ----------------------------------------------------
e. Date of the transaction 1 December 2022
------------------------ ----------------------------------------------------
f. Place of the London Stock Exchange
transaction
------------------------ ----------------------------------------------------
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person
1 closely associated
---- -----------------------------------------------------------------------
a. Name Fraser Benson
--------------------------------------
Reason for notification
2
a. Position/Status Chief Financial Officer
------------------------------- --------------------------------------
b. Initial notification/ Initial Notification
Amendment
------------------------------- --------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---- -----------------------------------------------------------------------
a. Name DeepMatter Group Plc
------------------------------- --------------------------------------
b. LEI 213800WSAEORFSGUAB87
------------------------------- --------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---- -----------------------------------------------------------------------
a. Description of Ordinary Shares of 0.01p each
the financial GB00B29YYY86
instrument, type
of instrument
Identification
Code
------------------------------- --------------------------------------
b. Nature of the Purchase of Ordinary Shares
transaction
------------------------------- --------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) 0.04 pence 2,500,000
----------
------------------------------- --------------------------------------
d. Aggregated information N/A - Single Transaction
- Aggregated
Volume
- Price
------------------------------- --------------------------------------
e. Date of the transaction 1 December 2022
------------------------------- --------------------------------------
f. Place of the London Stock Exchange
transaction
------------------------------- --------------------------------------
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END
MSCUAVRRURUURRA
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December 01, 2022 02:00 ET (07:00 GMT)
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