£7.7 million Placing

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is released by VR Education Holdings plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR") and for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), and is disclosed in accordance with the company's obligations under Article 17 of EU MAR and Article 17 of UK MAR.

18 June 2021

VR Education Holdings plc

("VR Education" or the "Company")

£7.7 million Placing

VR Education, the virtual reality technology company focused on becoming a leading global provider of virtual communications solutions through ENGAGE, is pleased to announce the successful completion of an oversubscribed placing of new Ordinary Shares (the "Placing").

A total of 48,350,191 new Ordinary Shares of €0.001 each in the capital of the Company (the "Ordinary Shares") (the "Placing Shares") have been placed by J&E Davy ("Davy") and Shard Capital Partners LLP ("Shard") at a price of 16 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £7.7 million or €9.0 million (before expenses). The Placing Shares represent 20% of the Company's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue.

Applications have been made to Euronext Dublin and to the London Stock Exchange for the Placing Shares to be admitted to trading on Euronext Growth and AIM respectively ("Admission"). It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 22 June 2021. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, Davy and Shard (the "Placing Agreement") not being terminated in accordance with its terms.

Following Admission, the total number of shares in issue in the Company will be 290,101,146. The Company does not hold any Ordinary Shares as treasury shares.

Octopus Investment Limited is considered to be a related party of the Company for the purposes of the AIM Rules and the Euronext Growth Rules by virtue of its status as a substantial shareholder of the Company. Octopus Investment Limited has agreed to subscribe for 18,750,000 Placing Shares as part of the Placing.

The Directors, having consulted with Cairn Financial Advisers LLP and Davy, the Company's nominated adviser and Euronext Growth Advisor respectively, consider that the terms of the participation in the Placing by Octopus Investment Limited is fair and reasonable insofar as the shareholders of the Company are concerned.

Davy and Shard are acting as Joint Bookrunners (the "Joint Bookrunners") in respect of the Placing.

The person responsible for arranging release of this Announcement on behalf of VR Education is Séamus Larrissey.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

For further information on the Announcement, please contact:

VR Education Holdings plc:                                                     +353 87 665 6708

David Whelan, CEO                                                                   [email protected] 

Séamus Larrissey, CFO

Sandra Whelan, COO

Davy (Joint Broker & Euronext Growth Adviser)                    +353 1 679 6363

Fergal Meegan / Barry Murphy

Shard Capital Partners LLP (Joint Broker)                              +44 (0) 20 7186 9952

Damon Heath / Erik Woolgar

Cairn Financial Advisers LLP (Nominated Adviser)               +44 (0) 20 7213 0880

James Caithie / Liam Murray / Ludovico Lazzaretti

Important Notice

This Announcement and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan, South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised, in each case except pursuant to an available exemption from applicable securities laws (each, a "Restricted Territory").

This Announcement is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No public offer of the shares referred to in this Announcement is being made in Ireland, the United Kingdom, any Restricted Territory or elsewhere.

This Announcement has been issued by and is the sole responsibility of the Company. Neither of the Joint Bookrunners, nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. The Joint Bookrunners and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the Placing Shares to be made (i) in the United States will be made only to a limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") in accordance with Rule 144A or pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any "public offering" and (ii) outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act ("Regulation S").

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Shard, which is authorised and regulated by the Financial Conduct Authority, is acting as a Joint Bookrunner for the Company and for no-one else in connection with the Placing referred to in this Announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions. The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by the Euronext Growth Rules for Companies, the AIM Rules for Companies, the London Stock Exchange, Euronext Dublin, the Central Bank of Ireland or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

The most recent Annual and Interim Reports and other information are available on the VR Education website at https://immersivevreducation.com/investors/. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.