21 October 2021

Vela Technologies plc

("Vela")

Update re. WeShop Limited

The Board of Vela (AIM: VELA) notes the announcement made on 20 October 2021 by Boanerges Limited ("Boanerges"), a special purpose acquisition company currently listed on the AQSE Growth Market, regarding, inter alia, the proposed acquisition by Boanerges of the business, assets and name of WeShop Limited ("WeShop"). This proposal is to be considered by Boanerges' shareholders at a general meeting to be held on 17 November 2021. As noted in the announcement released by Boanerges, the passing of the resolutions by Boanerges is conditional upon WeShop shareholders passing a resolution to approve the acquisition.

Vela holds 71,429 shares in WeShop, representing 1.47% of WeShop's share capital, which it acquired in 2014 by investing £100,000 as part of a £1 million seed-funding round. WeShop is a digital social network platform with plans to become a leader in the social e-commerce sector.

The Board of Vela is considering Boanerges' announcement and circular as well as WeShop's shareholder resolution and further announcements will be made by Vela at the appropriate time.

Extracts from the announcement issued by Boanerges yesterday are set out below. The full announcement can be found here: https://www.londonstockexchange.com/news-article/market-news/gm-weshop-deal-jp-jenkins-admission-and-withdrawal/15181137 

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About Vela Technologies 

Vela Technologies plc (AIM: VELA) is an investing company focused on early stage and pre-IPO long term disruptive technology investments. Vela's investee companies have either developed ways of utilising technology or are developing technology with a view to disrupting the businesses or sector in which they operate. Vela Technologies will also invest in already-listed companies where valuations offer additional opportunities.

Extract No. 1

Boanerges Limited

("Boanerges" or the "Company")

Notice of General Meeting

AND

Withdrawal from AQSE Growth Market

Acquisition of business, assets and name of WeShop Limited

Admission to JP Jenkins Direct

Boanerges, a special purpose acquisition company, established for the purpose of identifying investment opportunities and acquisitions in small and medium sized enterprises ("SMEs") within the technology sector, in the UK or Europe, is pleased to announce that it is posting a General Meeting circular to Shareholders today ("Circular").

The General Meeting will be held at Garfield-Bennett Trust Company Limited, First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA on 17 November 2021 at 10.30 a.m., and Resolutions will be proposed to approve the acquisition of the business, assets and name of WeShop Limited and to approve the withdrawal from the AQSE Growth Market on 18 November 2021.

WeShop Limited has developed a social/commerce platform that allows users to share information and recommend products, via affiliate networks.

JP Jenkins Direct

The Company is proposing to list its Ordinary Shares on JP Jenkins Direct, a Matched Bargain Facility. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication on the JP Jenkins Direct trading platform electronically, of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price.

The passing of the Company's Resolutions, are conditional upon WeShop Limited shareholders passing their resolution to approve the acquisition by the Company.

Extract No. 2

Notice of General Meeting

AND

Withdrawal from AQSE Growth Market

Acquisition of business, assets and name of WeShop Limited

Admission to JP Jenkins Direct

1.  Introduction and Background to the General Meeting

The Company was admitted to trading on the AQSE Growth Market on 17 May 2021, having raised £500,000 through the issue of 2,500,000 Ordinary Shares via a subscription of Ordinary Shares. Since than the Company has continued to search for a target company in its stated investment strategy within the technology sector, honing on opportunities in Big Data, Machine Learning, Internet of Things and Telematics. On 2 August 2021, the Company announced that it entered into an option to invest £2 million at a pre-money valuation of £12 million, into Fintech Digital Platforms ("FDP"). The amount paid for the option was £25,000. During the 6-month option period, the Company is monitoring the performance and progress of FDP.

Since the Company was quoted on AQSE, and recently, the Company entered into discussions with WeShop Limited. On 18 October 2021, the Company made a formal offer to the board of WeShop Limited to acquire all the assets and business, that include, inter alia, the goodwill, customer contracts, IT systems and technology/platform, records, intellectual property rights and the WeShop Limited name.

WeShop Limited has developed a social/commerce platform that allows users to share information and recommend and purchase products, via affiliate networks.

The passing of the Company's Resolutions, are conditional upon WeShop Limited shareholders passing their resolution to approve the acquisition by the Company.

The consideration payable is 33,333,333 Ordinary Shares of the Company, and at 75 pence per share, valuing the assets, business and the WeShop Limited name at approximately £25,000,000.

The Asset Purchase Agreement requires the Company to lay a Resolution before Shareholders to approve the acquisition. Resolution 1 proposes to approve the acquisition.

Extract No. 3

3.  Withdrawal from AQSE Growth Market

Conditional on passing the Resolutions, at the General Meeting and the WeShop Limited Shareholders approving the acquisition by the Company, the Company intends to withdraw from the AQSE Growth Market. The Company is required to obtain a majority of not less than 75 per cent. of the votes attaching to the securities voted on the resolutions, and where an issuer has a controlling shareholder, a majority of the votes attaching to the securities of independent shareholders voted on the resolution. The Company today announced its intention to withdraw from the AQSE Growth Market and if the Resolutions are passed, withdrawal will take effect on 18 November 2021, being at least 20 business days' notice of the intended withdrawal. It is intended that Shareholders holding Ordinary Shares electronically in CREST will continue to able to do so following Withdrawal.

The proposed WeShop Limited transaction will allow the Company to develop the asset and business. The Board may review the benefits of moving to a regulated stock exchange in the medium term, but for now want to focus management attention on developing the business and assets into an attractive and valuable social/commerce platform. The Company is of the belief that after acquiring WeShop Limited, it will have the necessary financial resources for the required working capital to develop the WeShop Limited business, assets and name.