Oscillate Plc - Proposed RTO and Suspension of Trading

This announcement contains Inside Information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Oscillate plc

(“Oscillate” or the “Company”)

Proposed Reverse Takeover

 and Suspension of Trading

Oscillate plc is pleased to announce that it has signed conditional heads of terms (“HOTs”) to acquire 100% of the issued share capital of Hi55 Ventures Limited ("Hi” or the “Target”), which is a UK FinTech platform created to help companies unlock payroll and pay employees flexibly.

Highlights

• The proposed reverse takeover (“Proposed RTO”) values:

• the issued share capital of Oscillate at approximately £2.7 million, which is equivalent to 1.29p per share. This represents a 84.29% premium to the mid-price of the Company on 17 November 2022; and
• the issued share capital of Hi at approximately £28 million, which is equivalent to 70p per share in Hi.

• The HOTs include a valuation adjustment mechanism whereby if Oscillate disposes of any of its current investments for cash prior to completion of the Proposed RTO, the Company’s valuation for the purposes of the Proposed RTO will be increased by two times the value of that cash.
• Subject to completion of the Proposed RTO, Oscillate shareholders will additionally receive a warrant for every share held in the enlarged group, exercisable at 1.29p per share for a 12 month period post-completion.

Background to Hi

Hi allows employees “freedom of pay”, which is the ability to access their salary as they earn it and for free, delivered in partnership with MasterCard. In doing so, Hi can externally finance the entire payroll of companies. This improves cashflow, by unlocking a new source of working capital and helps attract and retain the best talent by increasing employee financial freedom, flexibility and wellbeing.

In recognition of the strength of the offering, Hi has been accepted onto both the Microsoft for Startups and the Mastercard Start Path accelerators, two highly prestigious and competitive programs with acceptance rates of around 2% each.

Hi was named in the top 100 Startups of 2022 by startups.co.uk, and has been granted B Corp Pending status.

Suspension of Trading

The Proposed RTO remains subject, amongst other things, to completion of customary due diligence and regulatory approval and therefore there is no certainty that the Proposed RTO will proceed.

In addition, the Proposed RTO is conditional on approval by shareholders of the Company at a general meeting, notice of which will be sent to shareholders in due course. Trading in the ordinary shares of Oscillate on the AQSE Growth Market will be suspended with effect from 8.00am on 18 November 2022.

If the Proposed RTO is completed, it will constitute a reverse takeover under the AQSE Growth Market Rules.

Further announcements will be made regarding the Proposed RTO when appropriate.

Steve Winfield, Non-Executive Director of Oscillate commented: “We are pleased to announce this potential transformative acquisition. We believe we have secured a good deal for shareholders, at an attractive premium to our current share price and, through the warrant provision, an opportunity for Oscillate shareholders to benefit from further appreciation in value of the enlarged group.”

The Directors of the Company, accept responsibility for the contents of this announcement.

Enquiries

Company:
Fungai Ndoro
Direct Office Line: 020 7638 9271

Corporate Adviser: 
Peterhouse Capital Limited
Heena Karani & Brefo Gyasi
Telephone: +44 (0) 20 7220 9796