GM Statement

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

20 January 2020

Dev Clever Holdings plc

("Company")

Result of General Meeting, Completion of the Placing and Convertible Loan Notes

Dev Clever Holdings plc (DEV) a leading developer of consumer engagement solutions and career development platforms, is pleased to announce that all resolutions put to shareholders at the Company's General Meeting held earlier today have been passed. As a result, the 43,785,107 new ordinary shares of 1p each in the Company being issued pursuant to the placing of shares announced on 20 December 2019 ("Placing") are expected to be admitted to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange tomorrow, 21 January 2020 ("Admission"), to complete the Placing. 

On Admission, the Company will have 432,186,843 ordinary shares of 1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights is 432,186,843.

The above figure of 432,186,843 may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

In addition, the Company announces that its controlling shareholder, Christopher Jeffries, has agreed to sell 50,000,000 ordinary shares of 1p each that he holds in the capital of the Company to third party purchasers procured by its broker, Novum Securities Limited, at 1p per share ("Sale"). On completion of the Sale, Christopher Jeffries will hold 200,000,000 ordinary shares of the Company, representing 46.28 per cent of the Company's issued share capital.

Christopher Jeffries and the Company have entered into a convertible loan note, pursuant to which the net proceeds of the Sale, amounting to £400,000 (after tax, costs and commission), will be provided to the Company as subscription amount for convertible loan notes ("Notes"). The Notes will be convertible into ordinary shares of 1p each in the capital of the Company at Christopher Jeffries' option, at any time, subject to, among other things, the Company not being required to publish a prospectus in connection with the issue of shares on conversion of the Notes and no obligations under Rule 9 of the City Code on Takeovers and Mergers being triggered by such issue of shares. Unless previously repaid or converted, the Notes will be redeemed at par by the Company on the fifth anniversary of the convertible loan note. The Notes will bear a zero coupon.

The subscription amount is intended to be used by the Company to provide additional working capital to support the marketing and roll out of its Launchpad careers platform and accompanying VICTAR virtual reality careers experience across the UK and for the adaptation of the platform for the North American market. It is expected that both Launchpad and VICTAR will be launched in the North American market, starting in the USA, from April 2020.

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