TIDMHEV
Helium Ventures plc
("Helium Ventures" or the "Company")
Proposed Acquisition of Vestigo Technologies Ltd
&
Temporary Suspension
Helium Ventures plc (AQSE:HEV), a special purpose acquisition vehicle announces
that it has conditionally agreed to acquire Vestigo Technologies Ltd
("Trackimo") which owns and distributes its advanced tracking software product,
TrackimoT and associated hardware business and intellectual property, to be
satisfied by the issue of ordinary shares in the Company (the "Proposed
Acquisition"). The existing ordinary shares of the Company will be valued at £
1.684 million (10p per share) as part of the transaction. The Proposed
Acquisition will require approval by shareholders of Helium Ventures at a
general meeting and it is the intention of the Company to seek admission of the
enlarged entity on the Standard Segment of the London Stock Exchange
concurrently raising new equity capital (together, the "Transaction").
As a consequence, trading in the ordinary shares of Helium Ventures on the AQSE
Growth Market will be suspended with effect from 8.00am on 7 October 2022,
until publication of a prospectus in relation to the Proposed Acquisition.
Highlights:
* Helium Ventures will conditionally acquire 100% of the issued capital of
Vestigo through the issue of Helium Ventures shares at 10p per share
* Vestigo 2021 unaudited revenues of $US28.3 million
* Vestigo (both directly and through its wholly owned subsidiary, Trackimo
Inc) has product manufacturing, distribution and development partnerships
with Vodafone, Paramount (formerly Viacom) and the Nickelodeon Channel
(owned by Paramount)
* Intention to list enlarged company on the Standard Segment of the London
Stock Exchange
* The Transaction is subject to successful completion of due diligence on
Trackimo and Sale and Purchase Agreement ("SPA")
TrackimoT, a USA company wholly owned by Vestigo Technologies Ltd, is an IoT (
Internet of Things) solution provider with proprietary technology, enabling
worldwide connectivity for M2M (Machine to Machine) devices. Trackimo is
seeking to transform its business model through the development of customisable
radio frequency mobile technology solutions that are easy to implement and are
user friendly, used globally with enhanced security and reliability. Trackimo
has product and development and sales partnerships with Vodafone, Viacom/
Paramount and the Nickelodeon Channel.
TrackimoT has developed several smart, compact and cost effective GPS tracking
devices providing user friendly and powerful options for keeping track of
people and things cared for.
The TrackimoT product portfolio covers both consumer and business sectors
including fleet tracking and logistics management solutions, customizable and
scalable IoT platform, remote gateways and consumer tracking devices.
The Proposed Acquisition is conditional on approval by shareholders of Helium
Ventures at a general meeting, notice of which will be sent to shareholders in
due course. Trading in the ordinary shares of Helium Ventures on the AQSE
Growth Market will be suspended with effect from 8.00am on 7 October 2022,
until publication of a prospectus in relation to the Proposed Acquisition.
Conditional upon the passing of the resolutions approving the Proposed
Acquisition, inter alia, the Company's enlarged share capital will be admitted
to trading on the standard segment of the London Stock Exchange.
The Transaction remains subject, amongst other things, to completion of
customary due diligence, agreement of terms in an SPA, and admission of the
enlarged company on the London Stock Exchange and therefore, there is no
certainty that the Proposed Acquisition will complete.
Neil Ritson, Chairman of Helium Ventures commented:
"Whilst we have reviewed helium projects globally, we were unable to secure a
project which met our investment hurdles and which we could close within our
target timeframe. The opportunity with Trackimo provides utilisation of our
capital structure at a premium to our current share price and exposure to a
high growth technology business with significant existing revenues and strong
partnerships with tier one global technology businesses."
This announcement contains inside information for the purposes of the UK Market
Abuse Regulation and the Directors of the Company accept responsibility for the
contents of this announcement.S
Enquiries:
Helium Ventures plc
Neil Ritson
+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Liam Murray
+44 (0) 20 72130 880
Ludovico Lazzaretti
For more information please visit: www.heliumvs.com
Trackimo Overview
Website:- https://trackimo.com/
TrackimoT is a US based IoT (Internet of Things) solution provider with
proprietary technology, enabling worldwide connectivity for M2M (Machine to
Machine) devices. Trackimo aspires to transform business models through the
development of customizable radio frequency mobile technology solutions that
are easy to implement and are user friendly, used globally with enhanced
security and reliability.
TrackimoT developed the world's smartest, most compact and cost effective GPS
tracking devices, providing user friendly and powerful options for keeping
track of people and things cared for.
The TrackimoT product portfolio covers both consumer and business sectors
including fleet tracking and logistics management solutions, customizable and
scalable IoT platform, remote gateways and consumer tracking devices.
Trackimo's goal is to transform business models and improve user daily lives
through the development of products that provide peace of mind, fast ROI and
efficient, leading-edge technology.
Trackimo-implemented turnkey technologies are ready to use without requiring
new infrastructure. TrackimoT provides new ways of using data anywhere
worldwide. Whether dealing with a single device idea or a complex multi device
requirement, TrackimoT services provide the customer with wide expertise,
support, and training required to implement effective solutions.
Trackimo has developed the hardware, platform and manufacturing of consumer-IoT
as well as Enterprise-IoT GPS tracking devices for Vodafone, a world leading
Cellular provider. Vodafone's version of the CurveT tracker is featured here:
Vodafone.com/uk/Curve-GPS-Tracker
Trackimo is also developing the hardware, software, platform and manufacturing
GPS tracking devices for TrackiT.
Trackimo IP and Proprietary Technology
Trackimo's unique patent-pending technology includes a miniaturised and
optimised integration of GPS, GSM, accelerometer, and sensors that provide
smart data while optimising energy usage. It also has servers which utilise
sophisticated algorithms, data communications and cellular network signalling
to manage the devices and dispatch information to systems and apps using
minimal data bandwidth.
Trackimo Patents
Trackimo's issued patents ("System and Methods which Use Low Wireless Data
Bandwidth Consumption for Tracking Wandering Devices") is focused on the unique
aspects of the algorithms being used by both the server and the device
software. Generally speaking, the proprietary technology is centred on:
* Dynamic optimisation of the wireless medium used for each message, mixing
USSD, SMS and GPRS data adaptively according to the network conditions and
various parameters such as the country, the underlying carrier data cost,
packet loss rate and more. This enables the most effective and efficient
consumption of cellular data, reducing effective costs while ensuring data
quality
* Optimised adaptive compression of location-sampling data using a
proprietary method
* Caching samples on the device and sending condensed data only when a viewer
actually connects to the system and begins monitoring the device location
* Other communication and data-handling aspects
Trackimo Leadership
Shai Bar-Lavi, CEO & Founding Partner, Shai has been leading Trackimo's vision
from its inception and is in charge of Trackimo's global business development
and sales. He has vast experience in investment banking focusing on technology
and marketing companies, both in the U.S. and worldwide. In addition, he served
in various senior management positions (including, Chief Executive Officer and
Chief Operating Officer) in public and private companies, including companies
in the telecommunication, internet, marketing and media sectors.
Shlomo Shur, CTO and founding partner, Mr. Shur created Trackimo's first
prototype modules and has been leading the technology development ever since.
An entrepreneur and engineer by trade, Mr. Shur has started several technology
companies and consultancies, including Executone Information Systems, Isoetec
Communications and Sam Communications. Most recently, he served as Managing
Director of ForumTel, and before that as CEO at EasyRun, Inc., a creator of
telecom software applications for businesses, where he developed a new product
strategy and business model as well as managed research and development. Mr.
Shur was also president of the technology and telecommunication consulting
firm, Netcom Technologies Inc., where he led software and technical
specification developments for Internet and legacy-based solutions. Until 2000
Mr. Shur was EVP at Executone Information Systems, which he founded. The
company had $300M in revenues, 2,200 employees and was publicly traded. He
completed a degree in electrical engineering at the City University of New
York.
Amit Shaked, COO & Founding Partner, Mr. Shaked manages the Israeli division of
Trackimo and leads product development and the worldwide operations of
Trackimo's Infrastructure. Amit is in charge of planning, developing and
deploying the company's software products, server and communication
infrastructure and mobile apps, to achieve the company's business goals. With
30 years of experience in software technology and product development, taking
executive roles in companies including Enbaya, Finjan, Hotbar, SmartShopper and
WeFi, Amit gained unique experience in complex cloud systems operations as well
as Internet and Mobile mass marketing, app distribution and social marketing.
Mr. Shaked has served on the advisory board of several startups, including
Onavo (acquired by facebook), The Gifts Project (acquired by eBay) and more.
Mr. Shaked started his professional career as a technical officer in the IDF,
serving 6 years in an elite technology (achieved a Major rank), and holds MSc
and BSc in Mathematics and Computer Science from the Tel-Aviv University.
Morris Azulay, CFO
Mr Azulay has a broad range of experience over 22 years in senior management
positions in diverse industries: Telecommunications, Internet, Mobile
Applications, Medical Devices, Retail and Real Estate. Morris is an experienced
General Manager, Chief Operating Officer and Chief Financial Officer with a
proven track record of fundraising. Morris has led financing transactions from
Venture Capital to Hedge Funds and Private Equity as well as for Individuals
and multiple M&A transactions with public (NASDAQ, NYSE, TSX) and private
companies.
Amit Shaked, General Manager and Chief Product Officer, Mr. Shaked manages and
leads product development and marketing at Trackimo. Amit is in charge of
planning, developing and deploying the company's software products, server and
communication infrastructure and mobile apps, to achieve the company's business
goals. With over 20 years of experience in software technology and product
development, taking executive roles in companies including Enbaya, Finjan,
Hotbar, SmartShopper and WeFi, Amit gained unique experience in Internet and
Mobile mass marketing, app distribution and social marketing. Mr. Shaked is a
co-founder and director in Vidiconz and Bit Cocktail and was on the advisory
board of Onavo (acquired by facebook), The Gifts Project (acquired by eBay) and
more. Mr. Shaked holds an MSc and BSc in Mathematics and Computer Science.
Note:
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,'
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These statements are not a
guarantee of future performance and are subject to known and unknown risks,
uncertainties, and other factors, some of which are beyond the Company's
control, are difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the forward-looking
statements. The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking statements, which
reflect the view of the Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to events as
of the date on which the statements are made. The Company will not undertake
any obligation to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or unanticipated
events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.
END
(END) Dow Jones Newswires
October 07, 2022 02:00 ET (06:00 GMT)
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