NSCI Netscientific Plc

TIDMNSCI

RNS Number : 2686W

NetScientific PLC

21 December 2021

NetScientific plc

("NetScientific", the "Group" or the "Company")

Q-Bot Investment and Share Acquisition

NetScientific takes c.19% direct stake in construction industry robotics company Q-Bot and leads Convertible Loan round

London, UK - 21 December 2021 - NetScientific plc (AIM:NSCI), the international life sciences and sustainability technology investment and commercialisation Group, announces that on 20 December 2021, it completed a convertible loan investment and share acquisition totalling approximately GBP1.3m in Q-Bot Limited ("Q-Bot").

The Board considers that these transactions will result in a broadening of the Group's portfolio, via its hands-on investment approach, and deepening its participation in a proven pioneering robotics and AI business with rapid scale-up potential

Q-Bot is a London-based award-winning robotics and AI company that has pioneered cutting edge technology and digital solutions for the inspection, maintenance, insulation and upgrade of buildings and homes. In the year to 31 March 2021, Q-Bot generated a loss before taxation of GBP1.36m on sales of GBP1.03m, with net assets of GBP3.7m (based on unaudited management accounts).

NetScientific's corporate finance and venture capital division EMV Capital Ltd ("EMVC") led and advised the GBP2.8m transaction, featuring:

(i) EMVC advising on a first close of a GBP1.5m Convertible Loan Facility (of which NetScientific is responsible for GBP0.54m) with a committed first close of GBP0.58m, of which GBP0.3m was provided by NetScientific out of its GBP0.54m undertaking; and

(ii) EMVC advising on the purchase from early Q-Bot investors and a departing founder of shares in Q-Bot for a consideration of GBP1.3m, of which c.GBP1.0m was provided by NetScientific.

The Convertible Loan Facility carries interest at 10%, a discount on conversion of 20% on the next investment round and is repayable within two years. The buyout results in a significant direct equity holding in Q-Bot by NetScientific of 18.7% (from nil), in addition to EMVC's Capital Under Advisory representing 12.3%.

There are several changes to the Q-Bot Board including the departure of Chief Executive Officer, Mathew Holloway and the appointment of Professor Peter Childs (founder Director and co-director of the Energy Futures Lab Imperial College London) as Chairperson. Martin Jervis will continue to lead the commercial operations of the business; Anthony Blaiklock as the CFO will continue to manage the finances; and founder Director Tom Lipinski will be interim Chief Technology Officer.

Q-Bot's post-money valuation in an investment round completed in January 2021 was GBP16.6m on a fully diluted basis. Since then, the company has realised important growth and sales milestones in its core underfloor insulation offering and is looking to expand into other geographical markets. Its patented robotic system for applying insulation in tight spaces and suspended floors to immediately reduce heat loss and stop draughts, damp and mould, won the Queen's Award for Enterprise in the Innovation category in 2020, and is attracting global attention.

Professor Peter Childs, Chairman of Q-Bot, commented: "I am thrilled at the prospects for Q-Bot. We have seen significant growth in installations and therefore revenue over recent months and have also rolled out the company's latest low void and high void robots. In addition, we have secured our first overseas robot as a service contract. I am delighted by NetScientific's involvement with the company, and the continued support by EMV Capital, and look forward to working with them and the company towards significant growth."

Dr Ilian Iliev, CEO of NetScientific and Investment Director at Q-Bot, commented: "As an early supporter of Q-Bot, I am pleased to see the company move to the next stage of its commercial development, through a focused growth strategy on revenues, profitability and expanded applications of its technology in the construction and engineering industry. This substantial direct investment exemplifies the implementation of our stated plans, prioritising portfolio companies for deeper ownership, targeted investment and greater involvement to deliver shareholder returns, while helping our portfolio companies accelerate growth."

John Clarkson, Executive Chairman of NetScientific, commented: "After many months of hard work, it is gratifying that this excellent deal has to come to fruition, with the necessary restructuring and updated strategic plans for Q-Bot's future success. This targeted financing reinforces NetScientific's commitment to technology and sustainability, utilising Q-Bot's proven robotics and AI platform, to expand from the established building market to exploit the company's wider potential."

For more information, please contact:

 
 NetScientific plc                               Via Walbrook PR 
 Ilian Iliev, CEO 
 
 WH Ireland Limited (NOMAD, Financial Adviser 
  and Broker) 
 Chris Fielding / Darshan Patel                  +44 (0)20 7220 1666 
 
 Walbrook PR 
 Nick Rome/ Paul McManus/ Nicholas Johnson       07748 325 236, 07980 
                                                  541 893 or 07884 664 
                                                  686 
 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

About NetScientific:

https://netscientific.net

NetScientific plc (AIM: NSCI) is an active holding company, that invests in, develops, commercialises and realises shareholder value in life sciences/healthcare, sustainability and technology companies, which offer significant growth potential predominately in the UK and USA, as well as globally.

With the acquisition of EMV Capital in August 2020, the Group doubled its portfolio from 8 to 17 companies, either through direct subsidiary, balance sheet investment or capital under advisory, varying from start-up private companies to publicly listed equities.

NetScientific delivers shareholder returns through a proactive and hands-on management approach to their portfolio companies; identifying, investing in, and helping to build game-changing companies. The Group targets value inflection points and the release of value through partial or full exits from trade sales, public listings, or equity sales. The Company has a strong transatlantic and growing international presence, providing attractive expansion prospects.

NSCI can deploy a capital-light investment structure; utilising the power of the PLC Brand, and the NetScientific balance sheet to anchor future investments and achieve a multiplier effect by attracting 3rd party investment for the portfolio companies.

NetScientific is headquartered in London, United Kingdom, and was admitted to trading on AIM, a market operated by the London Stock Exchange, in 2013

About EMV Capital:

https://emvcapital.com/

EMV Capital Ltd (EMVC), a fully-owned subsidiary of AIM-listed NetScientific PLC, is a London-based award-winning investor focused on B2B companies in the healthcare, sustainability and industrials sectors with investments in the UK, US and Israel. EMVC's model is to develop a customized investment strategy for each company, combining its network of investors from Family Offices, Wealth Managers, Institutional VC investors and Corporate VC funds. EMVC recognizes the benefits of corporate engagement for early-stage technology companies, with EMVC's team having led and structured investments alongside some of the world's leading corporations. EMV Capital has a growing EIS investment practice, and is an exclusive advisor to the EMVC Evergreen EIS Fund.

EMV Capital Limited is an appointed representative of Sapphire Capital Limited, which is authorised and regulated by the Financial Conduct Authority.

About Q-Bot:

www.q-bot.com

Q-Bot Limited, was formed in 2012 by award winning architect Tom Lipinski and Professor Peter Childs from Imperial College London, with the goal of using robotics and AI to transform the construction industry. Q-Bot's solutions enable the delivery of innovative new services for the inspection, maintenance and upgrade of buildings which empower workers, improve safety, are cost-effective, and efficient. Q-Bot is revolutionising the industry by connecting the built environment with robotics and AI, to rethink processes that have remained unchanged for hundreds of years. The company is backed by EMV Capital, the French multinational corporation St.Gobain, EIS investment platform Wealth Club, and other investors.

Q-Bot has already brought to market a unique retrofit solution, using a robotic device to apply insulation under suspended floors of existing homes. The solution is cheaper, performs better, and has none of the disruption of more traditional methods. Through its work with local councils and housing authorities, for whom it is increasingly becoming the de facto standard, the Q-Bot solution has been proven to reduce fuel poverty by improving the energy efficiency of homes, whilst substantially reducing their carbon footprint- cementing the company's strong ESG credentials. Q-Bot has also grown to work with private customers, to reduce household bills, and eliminate the discomfort caused by cold draughts coming up through floorboards. The solution is TrustMark certified and fully accredited by the BBA.

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December 21, 2021 02:00 ET (07:00 GMT)