The following information is disclosed in accordance with Rule 26 of the AIM Rules:
Country of incorporation and main country of operation
DeepMatter Group Plc is incorporated in England & Wales (Registration Number 058454469) with England its main country of operation.
Current constitutional documents
Details of any other exchanges or trading platforms
The Company is not listed on any other exchanges or trading platforms
Number of securities in issue
As at 27 October 2020 the number of New Ordinary Shares of 0.01p in issue was 922,397,281. No shares are held in treasury.
Director Shareholdings (other than major shareholders)
Shares not in Public hands
In terms of AIM Rules revised in March 2018 and insofar as it is aware, at 25 June 2020, 75.51% of the Company's AIM securities were not held in public hands.
Restrictions on Transfer of Shares
David Cleevely and the other vendors of OpenIOlabs Limited ("OpenIOlabs") have undertaken that in relation to the Company's acquisition of OpenIOlabs, subject to certain customary exceptions, they will not dispose of any interest in the Consideration Shares held by them for a period of twelve months from completion of the Acquisition in respect of the Initial Consideration Shares and for a period of twelve months following the issue of the of the Deferred Consideration Shares in respect of the Deferred Consideration Shares.
On the 8 November 2017, the Company completed the acquisition of 100% of the issued share capital of OpenIOLabs Limited for a maximum consideration of 47 million of the Company's ordinary shares, of which 25 million ordinary shares were issued on completion. The balance of 22 million ordinary shares may be conditionally issued within 4 years of completion (the "Deferred Share Contingent Consideration") if (a) at any time before the fourth anniversary of Completion, (i) the middle market quotation for the Company's ordinary shares on AIM is at a price equal to or above 5 pence for a continuous period of 60 business days; or (ii) the whole of the ordinary share capital of the Company is acquired on arm's length terms by a third party purchaser (who is not a connected party to DeepMatter Group or any of its shareholders) at a price equal to or above 5 pence per share; and (b) provided that David Cleevely has not voluntarily resigned from or has not otherwise decided to leave the board of DeepMatter Group within 24 months of the 8 November 2017 acquisition date.
UK City Code on Takeovers and Mergers
As an AIM traded UK registered company, DeepMatter Group Plc is subject to the UK City Code on Takeovers and Mergers legislation.
Page last updated: 19 January 2021