Press Release
24 May 2024
This announcement contains
information which, prior to its disclosure, was inside information
as stipulated under Regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Flex Labs
Inc
("Flex Labs"
or the "Company")
Acquisition of IO+ Pte
Ltd
Flex Labs (AQSE: FLEX) is pleased to
announce that it has acquired the remaining 95% of the issued share
capital of IO+ PTE Ltd ("IO+") for a total consideration comprising
110,000,000 new common shares of none-par value each ("Common
Shares") in the Company ("Consideration Shares"). The consideration
is equivalent to £2.75 million at the 2.5 pence per Common Share
closing mid-market price on 22 May 2024.
Flex Labs holds 7,500,000 fully paid
ordinary shares in the capital of IO+, which constitute 5% of the
issued share capital of IO+ and, as a result of the acquisition, it
now holds 100% of IO+'s share capital.
Application will be made for the
Consideration Shares, which will rank pari passu with the existing Common
Shares in issue, to be admitted to trading on the AQSE Growth
Market ("Admission"). Dealings are expected to commence on or
around 29 May 2024.
The Share Purchase Agreement ("SPA")
also contains the customary warranties, covenants, undertakings and
conditions attached to a transaction of this nature. Furthermore,
50% of Consideration Shares will be subject to a lock-in agreement
for six months from completion and 50% of the Consideration Shares
will be subject to a lock-in agreement for three months from
completion.
About IO+
IO+ operates a software business
engaged in the development of advanced artificial intelligence
("AI") products with a particular focus on the real estate market.
IO+ intends to replace the current human-centric, intricate,
expensive paper-based, and outdated processes involved in the
residential and commercial real estate market with a streamlined,
fully digital, end-to-end platform based on AI agents.
IO+ offers a comprehensive platform
designed to equip its residential and commercial AI-based real
estate agents with the tools needed to provide services to both
sellers and buyers. IO+'s platform features an integrated suite of
cloud-based software tailored specifically for the real estate
industry. This suite covers essential functions such as customer
relationship management, marketing, and client service, enhancing
its core AI-driven brokerage services.
Strategic Rationale
With the global real estate market
valued at approximately US$10.5 trillion in 2022 and expected to
grow due to urbanization and increasing population, the application
of AI can streamline operations, reduce costs, and improve customer
experiences through personalized recommendations and 24/7 service.
AI can analyse vast amounts of data to identify trends, optimise
pricing strategies, and target potential buyers more effectively
than traditional methods. This technological edge will enable the
Company to adapt swiftly to market changes, ensure higher
transaction success rates, and maintain a competitive advantage in
a highly dynamic and lucrative industry.
Michael Edwards, Executive Chairman of Flex Labs,
commented:
"Artificial Intelligence is already
fundamentally re-shaping our world. It will impact every
human on this planet in every industry. The core value
proposition of AI is that it can fundamentally transform the
economics of human based capital intensive industries.
The real estate market, valued at over US$10.5 trillion globally,
presents a massive opportunity for this type of disruption. By
harnessing the power of AI, we aim to redefine how properties are
bought and sold, offering unparalleled service and accuracy that
sets a new standard in the industry. Our vision is to create a
seamless, intelligent real estate experience that benefits both
buyers and sellers, leveraging the full potential of AI to drive
growth and innovation."
Related Party Transaction
By virtue of its shareholding in
IO+, the following companies, of which Michael Edwards (CEO of the
Company) is a shareholder and a director, have been issued with the
following number of Common Shares in Flex Labs.
|
Related
party
|
Number of shares in
IO+
Pte Ltd
|
Number of ordinary shares
issued in Flex Labs
|
|
Pioneer
Media Holdings Inc
|
15,000,000
|
11,578,947
|
|
Supernova
Digital Assets plc
|
1,000,000
|
771,930
|
|
Phoenix
Digital Assets plc
|
22,500,000
|
17,368,421
|
Having exercised reasonable care,
skill and diligence, the directors (excluding Michael Edwards)
consider that the terms of the SPA are fair and reasonable as far
as the shareholders of the issuer are concerned.
Total Voting Rights
Following Admission, the Company's
total issued and voting share capital will consist
of 224,110,666 Common Shares. The Company does not hold any
Common Shares in treasury.
The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
The Directors of Flex Labs Inc take responsibility for this
announcement.
For further information please
contact:
|
Flex
Labs Inc
|
|
Michael Edwards
|
Via First Sentinel
|
|
First Sentinel (Corporate Adviser)
|
|
Brian Stockbridge
|
brian@first-sentinel.com
+44 (0) 20 3855 5551
|
About Flex Labs
Flex Labs is a software business
engaged in the development of advanced AI middleware products,
intending to offer these to business customers through a "software
as a service" (SaaS) model.
The Company's main product is Flex
Elements, a series of software tools, libraries, and platforms that
provide intermediate services and functionalities to simplify the
development, deployment, and operation of AI applications. The Flex
Elements product abstracts the intricacies of AI processes,
enabling smoother integration into existing software applications
or systems.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Phoenix Digital Assets
plc
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA of Michael Edwards, director of
Flex Labs Inc
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Flex Labs Inc
|
|
b)
|
LEI
|
98450075C56BCFB38260
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Common shares
|
|
|
ISIN
|
CA33939R1073
|
|
b)
|
Nature of the transaction
|
Allotment of shares as consideration
for acquisition
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.025 per
Common Share
|
17,368,421
Common Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
17,368,421 Common Shares
£434,211
|
|
e)
|
Date of the transaction
|
23 May 2024
|
|
f)
|
Place of the Transaction
|
Off market
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Pioneer Media Holdings
Inc
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA of Michael Edwards, director of
Flex Labs Inc
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Flex Labs Inc
|
|
b)
|
LEI
|
98450075C56BCFB38260
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Common shares
|
|
|
ISIN
|
CA33939R1073
|
|
b)
|
Nature of the transaction
|
Allotment of shares as consideration
for acquisition
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.025 per
Common Share
|
11,578,947 Common Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
11,578,947 Common Shares
£289,474
|
|
e)
|
Date of the transaction
|
23 May 2024
|
|
f)
|
Place of the Transaction
|
Off market
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Supernova Digital Assets
plc
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PCA of Michael Edwards, director of
Flex labs Inc
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Flex Labs Inc
|
|
b)
|
LEI
|
98450075C56BCFB38260
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Common shares
|
|
|
ISIN
|
CA33939R1073
|
|
b)
|
Nature of the transaction
|
Allotment of shares as consideration
for acquisition
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.025 per
Common Share
|
771,930
Common Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
771,930 Common Shares
£19,298
|
|
e)
|
Date of the transaction
|
23 May 2024
|
|
f)
|
Place of the Transaction
|
Off market
|