Agreement by MESH and AAQUA to acquire Sentiance

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).

15 February 2021

All Active Asset Capital Limited

('AAA' or the 'Company')

Agreement by MESH and AAQUA to acquire Sentiance

AAA has been informed by MESH Holdings plc ('MESH') and AAQUA BV ('AAQUA') that they have entered into a definitive sale and purchase agreement ('SPA') to acquire Sentiance NV ('Sentiance'). Upon completion, MESH will increase its holding in Sentiance to 80% on a fully diluted basis, with the remaining 20% on a fully diluted basis owned by AAQUA.

According to the SPA, it is expected that the Sentiance acquisition will complete by 10 March 2021. Once the acquisition has completed, a further statement is expected to be made by MESH and AAQUA.

AAA has an interest in MESH via a €3.65 million Convertible Loan Note that can be converted, at the sole discretion of AAA, into ordinary MESH shares at 40 pence per share. In addition, AAA has an option agreement with AAQUA, which, under certain conditions, allows AAA to subscribe for up to 125,000 new AAQUA ordinary shares at €1,000 per share, being a total of €125 million if fully exercised. Further details of the terms of AAA's Convertible Loan Note with MESH and option agreement with AAQUA can be found in the Company's announcements of 17 and 18 December 2020 respectively.

Sentiance is an emerging and leading organisation within behavioural, ethical artificial intelligence and machine learning with its 'Motion Intelligence' and 'Behavioural Change Platform' technologies. Sentiance has partnerships, extended partnerships and contracts with well-known international businesses, including several within the Fortune 500.

AAQUA's mission is to reimagine the communities of passion and empower them into self-perpetuating economies across the globe. The distinct AAQUA proposition is delivered around authenticity, inclusiveness and creativity, and is aimed at ensuring digital engagement can be conducted in a genuinely trusted environment with real human interaction.

AAQUA commenced its extensive, by invitation only development program in late Q4 2020 and anticipates reaching general availability at the end of Q2 2021, with the first tangible partner, passion and icon activation initiatives commencing out of Asia shortly thereafter.

For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com 

Allenby Capital Limited (Nominated Adviser and Broker)

Alex Brearley / Nick Athanas

T: +44 (0) 203 328 5656

www.allenbycapital.com 

Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

T: +44 (0) 207 466 5000

E: [email protected]