TIDMVELA
RNS Number : 8515P
Vela Technologies PLC
21 October 2021
21 October 2021
Vela Technologies plc
("Vela")
Update re. WeShop Limited
The Board of Vela (AIM: VELA) notes the announcement made on 20
October 2021 by Boanerges Limited ("Boanerges"), a special purpose
acquisition company currently listed on the AQSE Growth Market,
regarding, inter alia, the proposed acquisition by Boanerges of the
business, assets and name of WeShop Limited ("WeShop"). This
proposal is to be considered by Boanerges' shareholders at a
general meeting to be held on 17 November 2021. As noted in the
announcement released by Boanerges, the passing of the resolutions
by Boanerges is conditional upon WeShop shareholders passing a
resolution to approve the acquisition.
Vela holds 71,429 shares in WeShop, representing 1.47% of
WeShop's share capital, which it acquired in 2014 by investing
GBP100,000 as part of a GBP1 million seed-funding round. WeShop is
a digital social network platform with plans to become a leader in
the social e-commerce sector.
The Board of Vela is considering Boanerges' announcement and
circular as well as WeShop's shareholder resolution and further
announcements will be made by Vela at the appropriate time.
Extracts from the announcement issued by Boanerges yesterday are
set out below. The full announcement can be found here:
https://www.londonstockexchange.com/news-article/market-news/gm-weshop-deal-jp-jenkins-admission-and-withdrawal/15181137
For further information, please contact:
Vela Technologies plc Tel: +44 (0) 7421
Brent Fitzpatrick, Non-Executive Chairman 728875
James Normand, Executive Director
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20 3328
and Joint Broker) 5656
Nick Athanas/Piers Shimwell
Peterhouse Capital Limited (Joint Broker) Tel: +44 (0) 20 7469
0930
Lucy Williams / Duncan Vasey / Eran Zucker
About Vela Technologies
Vela Technologies plc (AIM: VELA) is an investing company
focused on early stage and pre-IPO long term disruptive technology
investments. Vela's investee companies have either developed ways
of utilising technology or are developing technology with a view to
disrupting the businesses or sector in which they operate. Vela
Technologies will also invest in already-listed companies where
valuations offer additional opportunities.
Extract No. 1
Boanerges Limited
("Boanerges" or the "Company")
Notice of General Meeting
AND
Withdrawal from AQSE Growth Market
Acquisition of business, assets and name of WeShop Limited
Admission to JP Jenkins Direct
Boanerges, a special purpose acquisition company, established
for the purpose of identifying investment opportunities and
acquisitions in small and medium sized enterprises ("SMEs") within
the technology sector, in the UK or Europe, is pleased to announce
that it is posting a General Meeting circular to Shareholders today
("Circular").
The General Meeting will be held at Garfield-Bennett Trust
Company Limited, First Floor, Durell House, 28 New Street, St.
Helier, Jersey, JE2 3RA on 17 November 2021 at 10.30 a.m., and
Resolutions will be proposed to approve the acquisition of the
business, assets and name of WeShop Limited and to approve the
withdrawal from the AQSE Growth Market on 18 November 2021.
WeShop Limited has developed a social/commerce platform that
allows users to share information and recommend products, via
affiliate networks.
JP Jenkins Direct
The Company is proposing to list its Ordinary Shares on JP
Jenkins Direct, a Matched Bargain Facility. Under the Matched
Bargain Facility, Shareholders or persons wishing to acquire or
dispose of Ordinary Shares will be able to leave an indication on
the JP Jenkins Direct trading platform electronically, of the
number of Ordinary Shares that they are prepared to buy or sell at
an agreed price.
The passing of the Company's Resolutions, are conditional upon
WeShop Limited shareholders passing their resolution to approve the
acquisition by the Company.
Extract No. 2
Notice of General Meeting
AND
Withdrawal from AQSE Growth Market
Acquisition of business, assets and name of WeShop Limited
Admission to JP Jenkins Direct
1. Introduction and Background to the General Meeting
The Company was admitted to trading on the AQSE Growth Market on
17 May 2021, having raised GBP500,000 through the issue of
2,500,000 Ordinary Shares via a subscription of Ordinary Shares.
Since than the Company has continued to search for a target company
in its stated investment strategy within the technology sector,
honing on opportunities in Big Data, Machine Learning, Internet of
Things and Telematics. On 2 August 2021, the Company announced that
it entered into an option to invest GBP2 million at a pre-money
valuation of GBP12 million, into Fintech Digital Platforms ("FDP").
The amount paid for the option was GBP25,000. During the 6-month
option period, the Company is monitoring the performance and
progress of FDP.
Since the Company was quoted on AQSE, and recently, the Company
entered into discussions with WeShop Limited. On 18 October 2021,
the Company made a formal offer to the board of WeShop Limited to
acquire all the assets and business, that include, inter alia, the
goodwill, customer contracts, IT systems and technology/platform,
records, intellectual property rights and the WeShop Limited
name.
WeShop Limited has developed a social/commerce platform that
allows users to share information and recommend and purchase
products, via affiliate networks.
The passing of the Company's Resolutions, are conditional upon
WeShop Limited shareholders passing their resolution to approve the
acquisition by the Company.
The consideration payable is 33,333,333 Ordinary Shares of the
Company, and at 75 pence per share, valuing the assets, business
and the WeShop Limited name at approximately GBP25,000,000.
The Asset Purchase Agreement requires the Company to lay a
Resolution before Shareholders to approve the acquisition.
Resolution 1 proposes to approve the acquisition.
Extract No. 3
3. Withdrawal from AQSE Growth Market
Conditional on passing the Resolutions, at the General Meeting
and the WeShop Limited Shareholders approving the acquisition by
the Company, the Company intends to withdraw from the AQSE Growth
Market. The Company is required to obtain a majority of not less
than 75 per cent. of the votes attaching to the securities voted on
the resolutions, and where an issuer has a controlling shareholder,
a majority of the votes attaching to the securities of independent
shareholders voted on the resolution. The Company today announced
its intention to withdraw from the AQSE Growth Market and if the
Resolutions are passed, withdrawal will take effect on 18 November
2021, being at least 20 business days' notice of the intended
withdrawal. It is intended that Shareholders holding Ordinary
Shares electronically in CREST will continue to able to do so
following Withdrawal.
The proposed WeShop Limited transaction will allow the Company
to develop the asset and business. The Board may review the
benefits of moving to a regulated stock exchange in the medium
term, but for now want to focus management attention on developing
the business and assets into an attractive and valuable
social/commerce platform. The Company is of the belief that after
acquiring WeShop Limited, it will have the necessary financial
resources for the required working capital to develop the WeShop
Limited business, assets and name.
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END
UPDDKDBKNBDDPKB
(END) Dow Jones Newswires
October 21, 2021 09:08 ET (13:08 GMT)
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