REG - AIM Quantum Base Hldgs - Schedule One - Quantum Base Holdings PLC

De La RueAnnouncement

18/03/2025 09:15

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RNS Number : 9784A  AIM  18 March 2025

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Quantum Base Holdings PLC ("Quantum Base", the "Company" or, together with its
 subsidiaries, the "Group")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Registered Office:

 Alpha House, 4 Greek Street

 Stockport

 Cheshire SK3 8AB

 United Kingdom

 Principal Trading Address

 Physics Department

 Lancaster University

 Bailrigg

 Lancaster

 LA1 4YW

 COUNTRY OF INCORPORATION:

 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 www.quantumbase.com

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Quantum Base is a UK-headquartered quantum science business founded in 2013 by
 Professor Robert Young as a spin-out from the University of Lancaster.

 The Company was established to commercialise Professor Young's discoveries in
 the field of quantum physics. Quantum Identities ("Q-ID®s") are the first
 innovation to be commercialised. Q-IDs are based on Professor Young's
 discovery that the randomness and uniqueness of the optical properties of
 quantum materials, for example, quantum dots, can be measured with a camera to
 create fingerprints that are virtually impossible to replicate or clone. This
 creates a secure tag that can be applied to a vast array of products at low
 cost, to verify their authenticity using an everyday smartphone and Quantum
 Base's software app. Since their invention in 2015, Quantum Base has continued
 to create, develop and patent the Q-ID commercial innovation.

 Q-ID harnesses the inherent and unique imperfections that exist in materials
 at an atomic level. These imperfections can be measured when excited by light,
 such as with the flash of a smartphone, and captured, creating a database of
 unique fingerprints. This enables Q-ID to be authenticated using a standard
 smartphone camera and flash, by capturing a series of images with various
 levels of photoluminescence from the Q-ID, information extracted from each
 Q-ID through this process is linked back to a database which authenticates the
 product to which the Q-ID was applied.

 The initial practical application of Q-IDs is through inks, which are applied
 to the surface of the products that customers wish to authenticate. The
 Company has developed a solution that integrates with the most common printing
 methods and substrates. These inks can be applied to all of the products in
 the Company's initial target markets with minimal intervention to existing
 production processes and in a manner that is non-intrusive to the end-product.
 Certain applications allow for the inks to be entirely covert within a
 customer's existing branding.

 The Company's commercialisation drive is based on a "design and licence" model
 where Quantum Base will initially work with a customer to establish their
 needs, design the most suitable application for their products and then
 licence its technology on a project specific basis. In its first stage of
 commercialisation, the Company has signed an agreement with De La Rue to apply
 its Q-ID technology to 1.2 billion tax stamps for a government client. This
 first contract is part of a wider framework agreement with pre-agreed terms
 for the potential supply of Q-IDs to all 11B tax stamps that De La Rue prints
 annually. Each additional tax stamp programme under the framework will be
 agreed individually in further call-off contracts. The Company intends to
 access further customers using channel partnerships across a wide range of
 verticals.

 On 28 January 2025 the Company completed its re-registration from Private to a
 Public Limited Company and was re-registered as Quantum Base Holdings PLC.

 The Company is headquartered in the United Kingdom and its primary country of
 operation is the United Kingdom.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of £0.001 par value in the capital of the Company
 ("Ordinary Shares") to be admitted: TBC

 Issue Price: TBC

 The Directors of the Company, employees of the Company, associated persons,
 and related parties will enter into a 12-month lock-in agreement pursuant to
 Rule 7 of the AIM Rules for Companies with the Company, the Broker and Strand
 Hanson.

 Other than detailed above, there will be no restrictions on transferability of
 the Company's Ordinary Shares.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on admission: TBC

 Anticipated market capitalisation on Admission: TBC

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 TBC

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 N/A

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Mr. Mark Joseph Fahy - Independent Non-Executive Chairman

 Mr. Thomas (Tom) Robert Taylor - Chief Executive Officer

 Ms. David (Dave) Broadbent - Chief Financial Officer

 Mr. Robert James Young - Chief Scientific Officer

 Mr. Adrian John Reginald Collins - Senior Independent Non-Executive Director

 Ms. Lucy Constance Tarleton - Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

 The significant shareholders of the Company and directors' (including proposed
 directors) shareholdings are shown below. Post Admission interests are not yet
 known.

Shareholder     Number of Ordinary Shares pre Admission  Pre Admission (%)  Number of Ordinary Shares post Admission  Post Admission (%)

 Rob Young       100,000                                  26.2%              TBC                                       TBC
 Phillip Speed   84,372                                   22.1%              TBC                                       TBC
 Peter Wild(1)   21,535                                   5.7%               TBC                                       TBC
 Simon Birney    16,279                                   4.3%               TBC                                       TBC
 Alan Gilchrist  15,319                                   4.0%               TBC                                       TBC
 Tim Collins     12,814                                   3.4%               TBC                                       TBC
 Tom Taylor      11,045                                   2.9%               TBC                                       TBC
 Mark Fahy       4,240                                    1.1%               TBC                                       TBC

 

 Notes:

 1-   Current director of the Company who is expected to retire upon
 admission. Pete is the beneficiary of 7,119 personal shares, along with 75% of
 his Company's holdings Exilium Ventures Holdings totalling 11,834 and 2,852 of
 his wife's holdings

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 i.    30 April

 ii.    31 October 2024

 iii.   31 October 2025 (audited annual results for the year ended 30 April
 2025)

 30 January 2026 (unaudited interim results for the six months ending 31
 October 2025)

 31 October 2026 (audited annual reports for the year ended 30 April 2026)

 EXPECTED ADMISSION DATE:

 Early April 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Cavendish Capital Markets Limited

 1 Bartholomew Close

 London EC1A 7BL

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website at https://quantumbase.com/ (https://quantumbase.com/) from the date
 of Admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Company will be subject to the QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 18 March 2025

 NEW/ UPDATE:

 NEW

 

Notes:

1-   Current director of the Company who is expected to retire upon
admission. Pete is the beneficiary of 7,119 personal shares, along with 75% of
his Company's holdings Exilium Ventures Holdings totalling 11,834 and 2,852 of
his wife's holdings

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

i.    30 April

 

ii.    31 October 2024

 

iii.   31 October 2025 (audited annual results for the year ended 30 April
2025)

 

30 January 2026 (unaudited interim results for the six months ending 31
October 2025)

 

31 October 2026 (audited annual reports for the year ended 30 April 2026)

 

EXPECTED ADMISSION DATE:

 

Early April 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Cavendish Capital Markets Limited

1 Bartholomew Close

London EC1A 7BL

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website at https://quantumbase.com/ (https://quantumbase.com/) from the date
of Admission.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company will be subject to the QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

18 March 2025

 

NEW/ UPDATE:

 

NEW

 

 

 

 

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