Quetzal Capital Plc - Proposed Acquisition of Tap, £3.1m Subscription and AGM

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

16 December 2022

Quetzal Capital Plc

("Quetzal" or the "Company")

Proposed Acquisition of Tap Global

Conditional Subscription to Raise £3,100,000

Change of Name

Notice of Annual General Meeting

Further to its announcement on 1 November 2022, Quetzal Capital Plc (AQSE: QTZ) is pleased to announce that it has today published an admission document (“Admission Document”) in connection with its proposed acquisition (“Acquisition”) of the entire issued share capital of Tap Global Limited (“Tap”), the fast growing, regulated, fully integrated provider of fiat banking and crypto settlement services. In connection Quetzal has obtained commitments from investors to subscribe for £3.1 million of new equity (“Subscription”).

The Subscription comprises a subscription for 68,888,890 Ordinary Shares in the Company at a price of 4.5 pence per share (“Subscription Price”). In addition subscribers will be issued with one warrant for every two shares subscribed for, entitling them to subscribe for one new Ordinary Share at 8p per share, exercisable until the third anniversary of Admission.

The Admission Document also contains notice of an Annual General Meeting (“AGM”) to be held at the offices of Peterhouse Capital, 3^rd Floor, 80 Cheapside, London, EC2V 6EE on 9 January 2023 at 10:00 a.m.

The Acquisition is conditional, inter alia, on the Subscription proceeds being received by the Company prior to the AGM, shareholder approval of the Acquisition at the AGM and admission of the Company’s enlarged issued share capital to trading on the Access segment of the AQSE Growth Market.

Under the terms of the conditional share purchase agreement signed on 31 October 2022, (“SPA”), the consideration payable to Tap’s existing shareholders will be 450,000,000 ordinary shares in Quetzal valued, at the Subscription Price, at £20.25 million.

The Admission Document contains full details of the proposed Reverse Takeover of Tap (“RTO”), the Subscription and other related proposals.

On completion of the RTO the Company will be renamed Tap Global Group Plc to reflect its new business and Arsen Torosian, David Carr and Des Hellicar-Bowman will join the Board, while Fungai Ndoro will step down from the Board. Further details of each of the proposed directors is set out below.

Further information is set out in the Admission Document which is available on Quetzal’s website: https://quetzalcapital.co.uk/

Highlights

• Proposed acquisition of Tap for a consideration of £20.25 million payable through the issue of 450,000,000 Consideration Shares at the Subscription Price.
• Conditional Subscription for £3.1 million worth of Ordinary Shares in the Company at 4.5 pence per share.
• Proposed change of name to Tap Global Group Plc.
• Proposed re-admission to the Access Segment of the AQSE Growth Market of the enlarged share capital with trading expected to recommence on or around 10 January 2023.

About Tap

Tap is a regulated, innovative and fully integrated provider of fiat banking and crypto settlement services with over 100,000 registered users.

Tap offers full fiat banking for both B2B and B2C and crypto services to its customers. Through a single regulatory portal, Tap customers can access several major crypto exchanges, allowing them to purchase up to 26 crypto assets and store them directly in the customer’s wallet. The fiat wallets can store fiat currency denominated in Sterling, Euros and/or US$. Utilising Tap’s proprietary Artificial Intelligence middleware, Tap allows customers the benefit of best execution and pricing in real time. This allows Tap to offer competitive pricing for trades and instant crypto or cash settlement.

Tap provides named bank accounts denominated in Sterling and/or Euros to all its customers in the UK, EEA and EU through its banking partner, LHV. B2B and B2C customers can operate their Tap fiat bank account for ordinary business activities – such as paying suppliers and receiving funds in two fiat currencies (currently EUR and GBP, with more fiat currencies in development). All deposits in fiat or crypto can be made free of charge by the user.

In addition, customers have the option to be issued a physical or virtual Tap Prepaid Mastercard on which purchases can be made.

John Taylor, Chairman of Quetzal, said:

“Tap is a dynamic business poised for signi?cant growth in the new era of crypto trading with its fully regulated DLT Licence and fully integrated crypto and fiat banking services for both corporate and individual customers. Its management is hugely ambitious and intends to expand and enhance the products available, growing the business through added features and functionality. We are delighted with the successful £3.1 million Subscription and believe the Acquisition presents Quetzal’s shareholders with an exceptional opportunity to invest in a new and disruptive technology business at the inflection point of its growth trajectory as it seeks to benefit from the considerable turmoil in the fortunes of other, non-regulated crypto platforms.”

The Company’s shares were suspended from trading on AQSE on 1 November 2022 pending the RTO. Following completion of the Acquisition and the Subscription, as fully described in the Admission Document, the Directors expect that trading in the Company’s enlarged issued share capital will commence on or around 10 January 2023.

On completion of the Acquisition, David Carr will become Chief Executive Officer, Arsen Torosian will become Chief Strategy Officer and Des Hellicar-Bowman will join the Board as a Non-Executive Director. Of the current directors, John Taylor will remain as Non-Executive Chairman while Tony Quirke will become Chief Financial Officer.

Brief biographical details of each Proposed Director is set out below:

David Aaron Carr – Chief Executive Officer (age: 52)

David Carr co-founded Tap and initially took on the role of Chief Operating Officer. He assumed the role of Chief Executive Officer from July 2021. David has very deep experience in the fintech world including working on the first prepaid Mastercard in Europe in 2004 called Cashplus. He then launched the first ever Travel Money FX card in 2005, CaxtonFX. He has consulted on the launch of over 65 e-money projects including Tesco Travel Money and has designed and delivered the first mobile money associated Mastercard with LycaMoney. David has been an Ambassador for the Payments Association for over 10 years and was a judge at the 2021 Emerging Payments Awards, at which Tap was nominated for several awards.

Arsen Torosian – Chief Strategy Officer (age: 29)

Arsen Torosian, a serial fintech entrepreneur, founded Tap in 2018. Arsen founded a crypto OTC desk in London in 2014 in which he achieved over £70m in trading volume. Prior to this he founded a game development company at the age of 17 in 2010 when the iPhone 3G and the Appstore were introduced to the market. Seeing the demand for these phones and the lack of game selection available, he seized the opportunity to enter the game development industry. Over the next 3 years, he managed to create and market multiple games that reached the top gaming charts before eventually entering the crypto market in 2014.

Desmond (“Des”) Andrew Hellicar-Bowman - Non-Executive Director (age: 64)

Des is a Senior Executive with 20 years’ experience at board level within the payments industry. Responsibilities within regulated companies include board advisory roles, compliance oversight, MLRO and director appointments with significant European-wide experience within AML, compliance, risk, fraud prevention and detection, e-finance and payments regulation and policy sectors.

During his career, Des has been non-executive director of the Prepaid International Forum and Chairperson of the Electronic Money Association, which represented businesses and industry from across Europe at regulatory working groups in order to influence UK and EU regulations. He has also delivered compliance strategy for three payment companies that were part of AIM and FTSE 100 groups and in line with their overall strategic five-year business plans.

The Proposed Directors hold or have held the following directorships or have been partners in the following partnerships within the five years prior to the date of this announcement:

Save as disclosed above none there is no further information about the Proposed Directors which is required to be disclosed pursuant to Rule 4.9 of the rules of the Access Segment of the AQSE Growth Market as revised in December 2021.

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

Enquiries:

Important Notices

This announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any ordinary shares in the capital of the Company (“Ordinary Shares”), nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. In particular, this document does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by Section 102B of FSMA.

Peterhouse Capital Limited is authorised and regulated by the Financial Conduct Authority (the “FCA”) and is a member of the London Stock Exchange and is acting exclusively for the Company and no one else in connection with the Acquisition, Placing and Admission (the “Proposals”) and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Proposals or for any transaction or arrangement referred to in this document or in relation to the contents of this document or any other matter. Peterhouse’s responsibilities as an AQSE Company’s Corporate Adviser are set out in the Corporate Adviser Handbook. Neither Peterhouse nor any of its connected persons or their respective professional advisers has authorised the contents of this document.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Company’s future prospects, developments and business strategies.

Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those variations or comparable expressions, including references to assumptions.

The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Company are specifically described in Part III of the Admission Document headed “Risk Factors”. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

These forward-looking statements are made only as at the date of this announcement. Neither the Existing Directors, Proposed Directors, the Company or any other person or entity involved with this announcement undertakes any obligation to update forward-looking statements or Risk Factors other than as required by law or the AQSE Growth Market Access Rulebook whether as a result of new information, future events or otherwise. However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Overseas Shareholders

This announcement does not constitute an offer to sell, or a solicitation to buy Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this announcement is not, subject to certain exceptions, for distribution in or into the United States, Canada, Australia, the Republic of South Africa or Japan. The Ordinary Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States, Canada, Australia, the Republic of South Africa or Japan or to any national, citizen or resident of the United States, Canada, Australia, the Republic of South Africa or Japan. The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peterhouse that would permit a public offer of Ordinary Shares or possession or distribution of this announcement where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Holding Ordinary Shares may have implications for overseas Shareholders under the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

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