Intention to Float on the AIM Market

Portsmouth Square

17/03/2025 07:00

RNS Number : 8261A

Quantum Base Holdings Limited

17 March 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever in any jurisdiction. Potential investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the final form of an admission document (the "Admission Document") which may be published in due course in connection with the proposed admission of Quantum Base Holdings plc's issued and to be issued ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") to trading on AIM, a market of that name operated by London Stock Exchange plc ("AIM"). Upon any such publication the Admission Document will supersede this announcement, and the information contained herein in its entirety and your investment decision, if any, must be made only on the basis of the information contained therein. Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Company and online at www.quantumbase.com, subject to applicable securities laws or regulations.

17 March 2025

Quantum Base Holdings plc

("Quantum Base" or the "Company")

Intention to Float on the AIM Market of the London Stock Exchange

 

Quantum Base, the quantum science company creating a new global standard in authentication, is pleased to announce its intention to apply for admission to trading ("Admission") on the AIM Market of the London Stock Exchange ("AIM") during April 2025.

 

Highlights

 

·    Quantum Base is a quantum science company creating a new global standard in authentication through its patented Quantum Identities ("Q-ID®s") - near unbreakable and non-replicable authenticity tags that can be applied to a vast array of products, significantly mitigating counterfeiting, and can be authenticated with a smartphone.

·    The business was founded in 2013 as a spin-out from Lancaster University through which Professor Robert Young's discoveries in the field of quantum physics could be commercialised.

·    The Company is seeking to raise between £3 million and £5 million from new institutional and other shareholders through a placing, alongside an exempt public offer to retail investors in the UK through the RetailBook platform.

·    The net proceeds of the placing will be used on product development and new key commercial and operational hires.

·    The Company has signed two framework agreements with printing partners, which contain pre-agreed terms to allow the partners to market and sell the Company's Q-ID technology to their clients:

o  Customer #1, a major security printer, intends to apply the Q-ID technology to tax stamps for  government clients.

o  Signe, a Madrid based security printer specialising in the document security space, is currently carrying out scoping work for the first work order.

 

Tom Taylor, Chief Executive Officer of Quantum Base, commented:

 

"I'm delighted to announce our intention to seek admission of Quantum Base on AIM, in doing so, providing the London market with the opportunity to share in our growth, future development and success. As a UK-based company and a British scientific success story, floating in London was the obvious choice for us.

 

"This is a very exciting time for Quantum Base. For over a decade, we have been developing our patented Q-ID solution - a quantum-secure tag that is virtually impossible to replicate or clone. As the first innovation of its kind to be easily integrated with the most common printing methods and quickly authenticated with a smartphone, it has been vital for us to maintain independence and credibility so that we can grow our solution in a sustainable manner. We believe that floating on AIM will provide us with this independence, whilst also enabling us to leverage access to a world-leading market and potential investor base.

 

"I would like to extend my thanks to our existing stakeholders and partners for their continued support, and I look forward to welcoming new investors as we continue on this exciting journey of establishing a new global standard in authentication."

 

Key Strengths

 

The Directors believe the success of the Company and the expectations for its future growth are founded on the following key strengths:

 

·    The technology underpinning Q-IDs harnesses randomness at the atomic level, and this volume and variation ensures that there is a virtually infinite number of combinations that can be created. The Q-ID is practically impossible to replicate using even the most advanced available technology.

 

·    The Q-ID can be integrated with most common printing methods and substrates, enabling application on all of the products in the Company's initial target markets with minimal intervention to existing production processes. Q-IDs can be produced and registered as quickly as 1,000 tags per second on a single manufacturing line.

 

·    The authentication process to identify printed tags is undertaken using existing and unmodified smartphone technology coupled with the Quantum Base software. This process does not require a change of existing consumer behaviour, or any further hardware or infrastructure.

·    Counterfeiting is estimated to cost businesses and tax authorities at least $2.8 trillion in lost revenue per year. Quantum Base's solution can be utilised in a vast number of end markets, significantly mitigating global counterfeiting.

 

·    Quantum Base's commercialisation drive is based on a "design and licence" model. In its first stage of commercialisation, the Company has signed two framework agreements with leading security printers.

 

·    Q-ID technology and its application processes have undergone rigorous adversarial and competitive testing from the two existing printing partners and from various other potential clients. Additionally, the science has undergone peer review, with publication in leading open-access science journals.

 

·    The Company benefits from an experienced management team with a diverse background suitable for its needs from each of a scientific, commercial, sales and corporate governance perspective.

 

Rationale for Admission

 

Quantum Base believes Admission to AIM will provide it with several advantages, including:

 

·    Maintaining independence to allow the Company to create a new global standard in authentication.

 

·    Providing direct access to the London capital market, improving the Company's ability to finance its future growth.

 

·    Enabling the Company to broaden its investor base and access a wider range of potential shareholders.

 

·    Providing the Company with greater ability to incentivise and retain key staff.

 

·    Ensuring the Company upholds the highest levels of corporate governance and transparency, providing sustainable growth whilst enhancing its reputation and credibility with global customers.

 

The Company has appointed Strand Hanson Limited as its Nominated and Financial Adviser and Cavendish Capital Markets Limited as its Broker in respect of Admission.

 

The Quantum Base Business

 

A New Global Standard

 

·    Quantum Base is creating a new global standard in authentication through its patented Q-ID solution - near unbreakable and non-replicable authenticity tags that can be applied to a vast array of products, significantly mitigating counterfeiting.

·    Quantum Base is, to the knowledge of the Board, the only solution that combines high levels of security, unique identification, simple implementation on manufacturing lines, scalability, low cost application and authentication with a smartphone.

 

 

 

Secure Technology

 

·    The technology underpinning Q-ID harnesses the randomness that is inherent at nanometre length scales.

·    The sheer volume and variation of the interactions between molecules that occur at nanoscale means that there is a virtually infinite number of combinations that can be created.

·    The traditional solutions to counterfeiting, such as holograms, taggants and security inks, are often susceptible to replication and are expensive to produce. Additionally, some other alternative commercial methodologies require reading technology that isn't readily available to the average consumer or manufacturer.

 

Ease and Speed of Integration

 

·    The authentication process to identify printed tags is undertaken using existing and unmodified smartphone technology.

·    This technology is coupled with the Quantum Base software, either through an app or via a software development kit ("SDK"). The SDK provision of the Company's software enables integration into third party mobile apps.

·    The ink bases used to print Q-IDs are industry-standard and readily available. Small proportions of low-cost additives are incorporated into these bases before printing using existing processes. This makes Q-IDs relatively inexpensive to mass produce.

 

Vast Applicable Market and Versatile Product

 

·    Counterfeiting is estimated to cost businesses and tax authorities at least $2.8 trillion in lost revenue per year.

·    Q-IDs can be applied to almost any print line and in certain cases can be entirely non-intrusive to a product's existing design, meaning that they can be utilised in a vast number of end markets.

·    Beyond the initial application of tax stamps, principally through its framework agreements, the Directors are confident that Q-IDs can be applied to postage stamps, banknotes, clothing, luxury goods, pharmaceuticals, aerospace parts and more.

Proven and Protected Technology

 

·    The Q-ID technology and its application processes have undergone rigorous adversarial and competitive testing from the two existing printing partners and from various other potential clients.

·    The science underpinning this technology was spearheaded by research led by Professor Robert Young. This has undergone peer review, been published in leading open-access science journals, and has been well-received by the scientific community.

·    Key results from this research, and Quantum Base's research and development (R&D) activities, have translated into a broad patent portfolio protecting the intellectual property surrounding Q-ID. The Company uses various forms of intellectual property protection to safeguard its technology and know-how, including patents, copyright and trademarks.

 

 

 

 

Framework Agreements with Security Printers

 

·    The Company has signed a framework agreement with Customer #1, a major security printer, to apply its Q-ID technology to tax stamps, and has also signed a first contract.

o  The framework agreement has pre-agreed terms for the potential supply of Q-IDs to all tax stamps printed by Customer #1 annually.

o  The first signed contract is for a specific tax stamp programme.

o  Each additional tax stamp programme under the framework will be agreed individually.

·    The Directors believe that the tax stamp industry represents a strong first application for Q-IDs as they are produced globally in vast quantities and the Q-ID stamp can be readily applied to existing print runs. Due to the strict regulations governing this industry, the adoption of Q-ID within it provides strong validation of the legitimacy and value of the Quantum Base commercial solution.

·    Q-ID has been subjected to significant external adversarial testing by prospective partners, with Quantum Base's authentication app correctly identifying all counterfeits.

·    Another framework agreement has been signed with Signe, a Madrid based security printer specialising in the document security space. Scoping is currently underway for the first work order under this framework agreement.

·    The Company intends to access further customers using channel partnerships across a wide range of verticals.

 

ENDS

 

 

For further information, please contact:

Quantum Base
Tom Taylor, CEO
info@quantumbase.com
Strand Hanson Limited (Financial and Nominated Adviser)
Christopher Raggett
James Bellman
David Asquith
Edward Foulkes
+44 (0)207 409 3494
Cavendish Capital Markets Limited (Broker)
Ed Frisby / Isaac Hooper - Corporate Finance
Andrew Burdis - Corporate Broking
Michael Johnson / Dale Bellis / Tamar Cranford-Smith - Sales
+44 (0)20 7908 6000
BlytheRay (Financial PR)
Tim Blythe
Megan Ray
Will Jones
quantumbase@blytheray.com
+44 (0)20 7138 3204

 

About Quantum Base

Quantum Base is a quantum science company creating a new global standard in authentication through its patented Q-ID solution - near unbreakable and non-replicable authenticity tags that can be applied to a vast array of products, significantly mitigating counterfeiting.

The technology underpinning Q-IDs harnesses randomness at the atomic level, and this volume and variation ensures that there is a virtually infinite number of combinations that can be created. The Q-ID is practically impossible to replicate using even the most advanced available technology.

Q-IDs can be applied to almost any print line and in certain cases can be entirely non-intrusive to a product's existing design, meaning that they can be utilised in a vast number of end markets. The authentication process to identify printed tags is undertaken using existing and unmodified smartphone technology, providing easy authentication and proven security for global brands, governments and consumers.

IMPORTANT INFORMATION

The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has not been approved by either of Strand Hanson Limited ("Strand") or Cavendish Capital Markets Limited ("Cavendish") for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from any restricted jurisdiction or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese, New Zealand or South African securities laws.

This announcement 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 shares or other securities in any restricted jurisdiction. The distribution of this announcement and other information in connection with the Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area ("ЕЕА"), Qualified Investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (ii) if in the United Kingdom, are Qualified Investors as defined in article 2(e) of the EU Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (а) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall within article 49(2)(а) to (d) of the Order, or (c) to whom it may otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Ordinary Shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "U5 Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States absent registration under the U5 Securities Act or an available exemption from, or in a transaction not subject to, 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 securities in the United States.

Any subscription for or purchase of Ordinary Shares should be made solely on the basis of the information contained in the final Admission Document to be published by the Company in connection with the Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Admission or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority. Strand and/or Cavendish and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Admission or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Strand and/or Cavendish and any of their respective affiliates acting as investors for their own accounts. In addition, Strand and/or Cavendish or their respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither Strand nor Cavendish has any intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Strand, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as the Company's nominated adviser for the purposes of the AIM Rules for Companies ("AIM Rules") and no one else in connection with the Admission, and Strand 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 Admission or any other matters referred to in this announcement.

Cavendish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as the Company's broker for the purposes of the AIM Rules and no one else in connection with the Admission, and Cavendish 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 Admission or any other matters referred to in this announcement.

Neither Strand, nor Cavendish nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefore is expressly disclaimed.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to the Admission at this stage.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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 to the total figure given.

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.

Forward-Looking Statements

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may 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, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Directors and information currently available to the Company.

Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Company's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

 
  END

 

 
EFNBCGDXSDBDGUS