Right to Subscribe

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

13 May 2020

Dev Clever Holdings plc

("Dev Clever" or "the Company")

Conditional right to subscribe for up to 100 million ordinary shares at 10.0p per share

Dev Clever, a leading developer of mobile and immersive experiences, is pleased to announce that it has entered into an agreement with Intrinsic Capital Jersey Limited ("Intrinsic" or the "Investor"), raising up to £10.0m gross (£9.7m net), by way of grant to Intrinsic of a right to subscribe for up to 100 million new ordinary shares of the Company ("Subscription Shares") at 10.0 pence per ordinary share.

Summary of the transaction

The transaction is conditional upon publication by the Company of a prospectus by 31 August 2020. Subject to the condition having been satisfied, the Investor will have a right to subscribe ("Subscription Right") for the Subscription Shares at 10.0 pence per Subscription Share in the following tranches:

· 20 million Subscription Shares on or before 30 June 2020 or the date on which the Company publishes its prospectus (whichever is later);

· 20 million Subscription Shares on or before 31 October 2020;

· 20 million Subscription Shares on or before 28 February 2021; and

· 40 million Subscription Shares on or before 30 June 2021.

Each subscription tranche may only be subscribed in full. The Subscription Right will immediately lapse (other than in respect of the first tranche) if the Company carries out a public offer of the Company's securities constituting more than 20% of the Company's total voting rights in aggregate or the Company undergoes a merger or another event, pursuant to which Chris Jeffries' holding in the Company is reduced to 20% or less (each a "Change of Control Event").

Unless otherwise agreed with the Company, the Subscription Right will only be exercisable to the extent that, as a result of such exercise, the Investor (and any persons acting in concert with it) would not hold an aggregate interest in the Company of more than 24.9%. The Investor has the right to assign its Subscription Right (in whole or in part) with the prior written consent of the Company.

In addition, the Company has agreed to grant to the Investor a warrant ("Warrant") over 50 million ordinary shares ("Warrant Shares") in the Company, conditional upon the Company having been granted authority by its shareholders to issue and allot all of the Warrant Shares on a non pre-emptive basis. The Company will use all reasonable endeavours to seek such authority no later than 31 April 2021. 

Provided that its grant becomes unconditional, the Warrant may be exercised in full (but not in part only) at 25.0p per share for a period of 3 years from the date on which either the Investor has exercised the Subscription Right in full or the Subscription Right has lapsed pursuant to a Change of Control Event. If Intrinsic for whatever reason decides not to subscribe for any of the Subscription Shares, the Warrant will automatically lapse.

Unless otherwise agreed with the Company, the Warrant will only be exercisable to the extent that, as a result of such exercise, Intrinsic (and any persons acting in concert with it) would not hold an aggregate interest in the Company of more than 24.9%. The Warrant is freely transferable.

Reasons for the transaction

The Company recently announced an exclusive three-year global partnership deal with Lenovo, a leading manufacturer and provider of technology and innovation to the global education market.

The Company's product has been well received in the US market and it is anticipated that Dev Clever will commence activation in other geographies alongside Lenovo in due course. The equity capital provided by the Investor provides Dev Clever with valuable tools to:

(i) accelerate the Company's controlled internal growth plan in combination with

(ii) capturing various complementary platform and service extensions that are likely to substantially broaden and strengthen the Company's overall market offering.

Moreover, the current global health challenges and resulting lifestyle changes are opening up new development avenues (in EdTech and beyond) for Dev Clever's clients and partners. As a result of the agreement with Intrinsic, the Board believes Dev Clever will now be in a stronger position to commit meaningful joint development resources to such initiatives. Further details are expected to be provided in the shareholder circular.

In parallel with the controlled scaling of the Dev Clever organisation and accelerated monetisation, the Company is also focused on its stated objective to broaden and institutionalise the business.

Chris Jeffries, CEO of Dev Clever, said:

"This transaction enables us to further accelerate our growth plans in close collaboration with our clients and partners, whilst simultaneously capturing a number of opportunities that can over time substantially broaden and strengthen our overall market offering.

We welcome Intrinsic as a new cornerstone investor and are looking forward to closely working with them to capitalise on the enormous global EdTech market opportunity"

Dev Clever Holdings plc

 Christopher Jeffries

 Chief Executive Officer and Executive Chairman

 Nicholas Ydlibi

 Chief Financial Officer +44 (0) 845 459 0774

Novum Securities Limited - Joint Broker

Colin Rowbury +44 (0) 20 7399 9400

Pello Capital - Joint Broker

Daniel Gee +44 (0) 203 700 2534

Buchanan Communications

Richard Oldworth / Chris Lane +44 (0) 207 466 5105

Notes to Editors

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors. The Group's core focus is the development and commercialisation of its three core platforms:

Educate

Careers guidance and recruitment solution that offers secondary schools, colleges, universities, apprenticeship providers and employers with a range of digital products to more efficiently recruit and develop applicants and skills within their institutions and organisations.

Within Agency Services:

Engage: cloud-based gamification solution that offers brands and retailers a range of products to drive higher levels of consumer engagement via the use of digitally redeemable incentives at the same time as fully controlling spend.

Experience: multi-user virtual reality (VR) framework and augmented reality framework that enables customers of our Engage and Educate channels to extend their customer and student experiences through VR.

In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

For further information, please visit www.devcleverholdingsplc.com