Proposed Acquisition and Suspension of Listing

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.

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