ACE - Proposed Reverse Listing of Being AI Limited

Monday 11th December 2023

The directors of Ascension Capital Limited (NZX: ACE ) advise that ACE has reached conditional agreement to acquire several businesses to be collectively branded “Being AI” (Being AI), a diversified artificial intelligence services, development and investment business that has recently been launched, together with two developed business enterprises (Transaction).

TRANSACTION STRUCTURE

The Transaction agreed between the parties’ values:

- The Being AI portfolio of early-stage and developed businesses at $45 million on completion date, together with a further adjustment of that purchase price via an “earn in” mechanism of up to a maximum of $35 million. The earn-in mechanism is linked to market performance of ACE’s share price post completion; and

- the listed shell of ACE at ~$1.7 million.

On completion of the Transaction:

- the vendors of the Being AI business assets would be issued 1,800,000,000 fully paid ordinary shares at an issue price of NZ$0.025 per share as consideration for the purchase of the shares in the various Being AI businesses.

- It is anticipated that the majority of the indebtedness of ACE as at completion date would be capitalised into new ACE shares at an issue price of NZ$0.025 per share.

- ACE would undertake a capital raising to raise new capital to fund the growth of the AI Consultancy, Ventures and Labs divisions. Due to the regulatory framework in New Zealand, the capital raising would be restricted to wholesale investors (as defined in the Financial Markets Conduct Act 2013).

- Share Option grants will be allocated for up to 132 million shares for current and future staff. The initial grants will be set at NZ$0.025 per option.

SHAREHOLDER APPROVAL AND TIMING

The Transaction is subject to approval by the shareholders of ACE under the NZX Listing Rules and the Takeovers Code. ACE expects to send information to shareholders before the end of February 2024, to enable them to vote on the Transaction at a shareholders’ meeting in March 2024.

The information made available to shareholders will include a listing profile of Being AI and an independent adviser report prepared to comply with requirements of the Takeovers Code and Takeovers Panel’s guidance.

Subject to the appropriate approvals, the completion date is expected to be within one week of the date of the shareholders meeting. At this time ACE would change its name to “Being AI Limited” and its ticker code to ‘BAI’.

The Board of ACE, post completion of the Transaction, will consist of two founders of the various Being AI businesses – David McDonald and Katherine Allsopp-Smith (alternate Evan Christian). Sean Joyce, current director of the ACE will remain on the Board going forward. In addition, there will be two independent directors appointed.

SUSPENSION OF TRADING IN ACE SHARES PENDING THE RELEASE OF THE NOTICE OF MEETING AND PROFILE TO THE MARKET

The Transaction constitutes a reverse listing which, in accordance with NZ RegCo’s usual practice, triggers a suspension of quotation of ACE shares.

ACE would plan to seek a release of the suspension once ACE has released the Notice of Meeting and Listing Profile relating to the Transaction to the market. This process is as contemplated by the NZ RegCo Guidance Notice on Reverse Listings, and is designed to ensure that the shares in an Issuer can only be traded where the market is fully informed about all material aspects of a potential acquisition, in the context of a reverse listing Transaction.

Reverse Takeover and re-listing - ACE market announcement