Helium Ventures Plc - Proposed Acquisition of Vestigo & Temporary Suspension

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, Trackimo™ 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”)

Trackimo™, 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.

Trackimo™ 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 Trackimo™ 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.
 

ENDS
 

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/

Trackimo™ 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.

Trackimo™ 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 Trackimo™ 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. Trackimo™ provides new ways of using data anywhere worldwide. Whether dealing with a single device idea or a complex multi device requirement, Trackimo™ 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 Curve™ tracker is featured here: Vodafone.com/uk/Curve-GPS-Tracker

Trackimo is also developing the hardware, software, platform and manufacturing GPS tracking devices for Tracki™. 

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.