Placing and Subscription to raise US$18.5 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN TMT INVESTMENTS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

1 October 2021

TMT INVESTMENTS PLC

Placing and Subscription to raise gross proceeds of US$18.5 million

and

Proposed PrimaryBid Offer

TMT Investments Plc (AIM: TMT) ("TMT" or the "Company"), the venture capital company investing in high-growth, technology companies across a number of core specialist sectors, is pleased to announce a conditional capital raising to raise US$18.5 million before expenses (the "Capital Raising") by way of the issue of an aggregate of 2,176,471 new ordinary shares of no par value in the Company ("Ordinary Shares") at an issue price of US$8.50 per share (the "Issue Price").

The Capital Raising consists of a conditional placing of 1,577,672 new Ordinary Shares (the "Placing Shares") at the Issue Price with new and existing institutional investors (the "Placing") and separate conditional direct subscriptions with the Company for an aggregate of 598,799 new Ordinary Shares (the "Subscription Shares" and together with the Placing Shares, the "New Ordinary Shares") by Executive Director Alexander Selegenev and certain members of the Company's founding management team and their connected parties (the "Subscription").

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue and application has been made for the New Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange ("Admission").  Admission is expected to occur, and dealings in the New Ordinary Shares commence, on or around 8.00 a.m. on 7 October 2021.

Furthermore, in addition to the Capital Raising, the Company is to provide other investors who may not have taken part in the Capital Raising with the opportunity to participate in the issue by the Company of new Ordinary Shares at the Issue Price via PrimaryBid (the "PrimaryBid Offer"). A separate announcement is expected to be made by the Company shortly following this Announcement regarding the PrimaryBid Offer and its terms.

Capital Raising Highlights:

·    Conditional Capital Raising to raise US$18.5 million through the issue of 2,176,471 New Ordinary Shares at the Issue Price of US$8.50 per share.

·    Alexander Selegenev, an Executive Director of the Company, and certain members of the Company's founding management and their connected persons have conditionally subscribed for, in aggregate, US$5.1 million pursuant to the Subscription.

·    The net proceeds of the Capital Raising will be deployed by the Company towards its pipeline of new and potential follow-on investments in accordance with its stated investment policy.

·    PrimaryBid Offer to provide investors who may not have taken part in the Capital Raising with the opportunity to participate in the issue by the Company in new Ordinary Shares at the Issue Price pursuant to the PrimaryBid Offer, which shall remain open until 12 noon on 4 October 2021.  The Capital Raising is not conditional upon the PrimaryBid Offer.

·    The Issue Price equates to a 7.6 per cent. discount to the closing middle market price per Ordinary Share of US$9.20 on 30 September 2021 (being the latest practicable date prior to the publication of this Announcement) and a premium of 13.5 per cent. to the Company's unaudited net asset value per share of US$7.49 as at 30 June 2021.

·    Cenkos Securities plc ("Cenkos") acted as Lead Broker and Bookrunner and Hybridan LLP ("Hybridan" and together with Cenkos, the "Joint Brokers") acted as Joint Broker, in respect of the Placing.

·    The New Ordinary Shares will represent 6.9 per cent. of the Company's issued share capital as enlarged by the Capital Raising (the "Enlarged Share Capital").

Total Voting Rights

Following Admission, assuming no further shares are issued pursuant to the PrimaryBid Offer, the Company's Enlarged Share Capital will comprise 31,362,302 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Accordingly, on Admission, assuming no further shares are issued pursuant to the PrimaryBid Offer, the total number of Ordinary Shares in the Company with voting rights will be 31,362,302 Ordinary Shares and shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Alexander Selegenev, Executive Director of TMT, commented:

"I am delighted with the continued support we have received from our existing shareholders and to welcome our new shareholders who have demonstrated their belief in our investment strategy.  With the proceeds of this fundraising, completed at a premium to the Company's most recently reported NAV, we look forward to continuing our investment programme through the pursuit of exciting new companies and further investment into our strong existing portfolio as and when funding opportunities arise."

For further information contact:

The 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 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018).  Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this Announcement on behalf of the Company is Alexander Selegenev, a director of the Company.

About TMT Investments Plc

TMT Investments Plc invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has a current investment portfolio of over 45 companies and unaudited net assets of US$218 million as at 30 June 2021.  The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.  The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com.

BACKGROUND TO AND REASONS FOR THE CAPITAL RAISING

As announced by the Company on 18 August 2021, the Company saw further positive progress across its portfolio during the six months to 30 June 2021.  In addition to a number of existing portfolio companies raising additional equity capital at higher valuations during the period, further validating their business models, TMT made a total of 13 new investments (US$14.1 million) in new and existing portfolio companies in the first half of the year.

Since 30 June 2021, the Company has made a further 12 investments (totalling US$13.0 million) in new and existing companies and the Company had unaudited cash reserves of US$11.2 million as at 16 September 2021.

As a leading AIM-quoted venture capital company investing in high-growth private companies in the technology sector, the Company continues to grow a pipeline of attractive potential investment opportunities and the net proceeds of the Capital Raising of approximately US$17.8 million, together with any additional proceeds raised pursuant to the PrimaryBid Offer, will provide the Company with additional cash resources to continue the Company's investment programme.

DETAILS OF THE PLACING AGREEMENT

The Capital Raising is conditional, inter alia, upon the placing agreement (the "Placing Agreement") entered into between the Company and the Joint Brokers becoming unconditional in all respects.

Pursuant to the terms of the Placing Agreement, Cenkos and Hybridan have conditionally agreed to use their respective reasonable endeavours, as agents for the Company, to place the Placing Shares at the Issue Price with certain institutional and other investors.  The Placing has not been underwritten.  The Placing Agreement is conditional upon, inter alia Admission becoming effective by not later than 8.00 a.m. on 7 October 2021 (or such later date as is agreed between the Company, Cenkos and Hybridan, being not later than 8.00 a.m. on 31 October 2021).

The Placing Agreement contains warranties from the Company in favour of the Joint Brokers in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company and its business.  In addition, the Company has agreed to indemnify the Joint Brokers in relation to certain liabilities they may incur in respect of the Placing.  The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to the Joint Brokers in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Company as a whole.

DETAILS OF THE SUBSCRIPTION AND CONCERT PARTY HOLDINGS

The Subscription

The following shareholders have conditionally agreed to subscribe for Subscription Shares at the Issue Price pursuant to the Subscription in the following amounts:

Notes:

1.      Macmillan Trading Company Limited is an entity in which Alexander Morgulchik (45.05%), German Kaplun (29.98%) and Artemii Iniutin (17.78%) each have beneficial interests. Details of the resultant beneficial interests of Messrs Morgulchik, Kaplun and Iniutin are set out below.

2.      Alexander Selegnev's resultant holding following the issue of the Subscription Shares will be 62,812 Ordinary Shares, representing 0.2 per cent. of the Enlarged Share Capital.

Related Party Transactions

Alexander Selegenev is a Director of the Company, and Macmillan Trading Company Limited ("Macmillan"), Artemii Iniutin, German Kaplun and Alexander Morgulchik are substantial shareholders in the Company with beneficial interests of more than 10 per cent. in the share capital of the Company. Accordingly, Macmillan and Messrs Selegenev, Iniutin, Kaplun and Morgulchik are deemed to be related parties of the Company pursuant to the AIM Rules for Companies and their respective participations in the Subscription constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

The independent directors of the Company for the purposes of the Subscription, being Yuri Mostovoy, James Mullins and Petr Lanin, consider, having consulted with Strand Hanson Limited, the Company's nominated adviser, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Concert Party Holdings

On Admission, assuming no further Ordinary Shares are issued pursuant to the PrimaryBid Offer, the shareholdings in the Company of the members of the concert party which currently exists in the Company (the "Concert Party"), as defined in the City Code on Takeovers and Mergers (the "Code"), will be as follows (based on the latest information available to the Company and assuming no other changes in the shareholdings of the members of the Concert Party):

On Admission, assuming no further Ordinary Shares are issued pursuant to the PrimaryBid Offer, the total direct and indirect interest in TMT by the beneficial holders within the Concert Party will be as follows (assuming that no other changes in shareholdings of the members of the Concert Party take place prior to Admission):

DETAILS OF THE PRIMARYBID OFFER

The PrimaryBid Offer will allow investors to participate in the issue by the Company in new Ordinary Shares at the Issue Price by subscribing via PrimaryBid.com.

The PrimaryBid Offer will be conditional on the Capital Raising becoming unconditional in all respects. 

Any new Ordinary Shares to be issued pursuant to the PrimaryBid Offer (the "PrimaryBid Offer Shares") will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the Company's existing issued Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.

A maximum of approximately US$1.5 million will be raised pursuant to the PrimaryBid Offer through the issue of a maximum of 176,470 PrimaryBid Offer Shares.

The PrimaryBid Offer will not be underwritten and will be closed at 12 noon on 4 October 2021 (or earlier, subject to the terms of the PrimaryBid Offer).

The PrimaryBid Offer will be offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules of the Financial Conduct Authority (the "Prospectus Regulation Rules").  As such, the Company is not required to publish a prospectus pursuant to the Prospectus Regulation Rules.

A further announcement will be made shortly by the Company regarding further details of the PrimaryBid Offer and how investors may participate.

Investors should make their own investigations into the merits of an investment in the Company.

It should be noted that a subscription for PrimaryBid Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Offer Shares if they are in any doubt.

Important notices

The distribution of this Announcement and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States.  The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This Announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Joint Brokers.  Subject to the AIM Rules for Companies, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information contained in it is correct at any subsequent date.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.

Hybridan, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Brokers by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither of the Joint Brokers accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  The Joint Brokers accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.

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