REG - Substrate Artificial - Admission to the Access Segment AQSE Growth Market

Substrate Artificial Inteligence SAAnnouncement

10/10/2023 08:00

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RNS Number : 6131P  Substrate Artificial Inteligence,SA  10 October 2023

THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE,
SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE
AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY
THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.

10 October 2023

SUBSTRATE ARTIFICIAL INTELIGENCE SOCIEDAD ANONIMA

("Substrate AI" or the "Company")

Admission to the Access Segment of the AQSE Growth Market

Substrate AI is pleased to announce that trading of its class B shares ("Class
B Shares") consisting of 96,316,000 Class B Shares of €0.001 each will
commence at 08:00 BST today on the Access segment of the AQSE Growth Market
("Admission") under the ticker symbol BME:SAI.B and with its existing ISIN
number ES0105650073, SEDOL number BN4G1G7 and LEI number 959800K3URS2BMHE3P84.

The Company's Class B Shares will also continue to trade on the Bolsas y
Mercados Españoles Growth Market ("BME") under the ticker symbol BME:SAI.B.
The Class B Shares do not carry voting rights and have preferential rights to
dividend.

About Substrate AI

Substrate AI is a Spanish Artificial Intelligence company that creates, buys
and scales companies around AI in diverse sectors such as fintech, agritech,
energy, human resources and health. All of them sell products and services
built on the bio-inspired reinforced learning technology developed and
patented by Substrate AI.

The technology used by Substrate AI is based on reinforced knowledge agents
that can be trained to perform different tasks which was developed by CTO Bren
Worth and the Rensselaer Polytechnic Institute. Substrate AI is committed to
assisting companies in the digital transformation and streamlining of their
operations, with a focus on optimising decision-making and achieving cost
savings.

Group Structure and Portfolio

The Company has both fully and partially owned subsidiaries which operate in
multiple industries including financial technology, healthcare, agricultural
technology, human resources and energy. Substrate AI's group structure is
detailed below.

·    Boalvet (Agritech):

Boalvet AI combines artificial intelligence and new therapeutic alternatives
on dairy farms to achieve healthier food for people and more sustainable food
for the environment. The Company owns 100% of Substrate AI Spain SL through
which it owns 90% of Boalvet AI.

·    Zonavalue Global and Saivers (Fintech):

The Zona Value Global group Saivers offers comprehensive financial advice to
private and professional clients in Spain and the USA, respectively. Amongst
the products offered to its clients are asset selection strategies with AI
developed on Substrate AI technology. The Company owns 100% of Zona Value
Global and owns 100% of Substrate AI USA Inc. of which Saivers is a wholly
owned subsidiary.

·    4D Medica (Health):

4D Médica specialises in the production and marketing of solutions in the
field of diagnostic imaging, applied to general medicine, podiatry and dental
health. The Company owns 70% of Cuarta Dimension Medica SL.

·    Save the Planet (Energy):

Save the Planet apply artificial intelligence with the aim of achieving a Net
Zero economy. It designs systems and solutions that are applied to energy
saving and the enhancement of the use of renewable energies. The Company 100%
of Save the Planet.

·    Fleebe.AI (Human Resources):

Fleebe.AI is a comprehensive HR platform, focused on people (to find the ideal
job) and companies (as a management tool for hiring talent, internal
promotion, continuous training, etc.). The Company directly owns 100% of
Fleebe AI SL.

Details of the companies owned by Substrate AI can be found on the Company's
website:  https://substrate.ai/en/ (https://substrate.ai/en/)

INFORMATION PURSUANT TO AQSE ACCESS RULE 6.2

The information contained in the Listing Information Document (May 2022) and
in the Further Issuance Document (April 2023) published in connection with the
Company's Class B Shares admission to trading on the BME Growth Market are
incorporated by reference to this announcement. Both Documents are available
at (https://www.mbhcorporation.com/mbh-corporation-plc-prospectus)
https://substrate.ai/en/detalles-corporativos/
(https://substrate.ai/en/detalles-corporativos/)

Further information is available on the Company's website at
(https://www.mbhcorporation.com/) https://substrate.ai/en/
(https://substrate.ai/en/) . The company was incorporated on 9 December 2010
and is registered in Spain in the Mercantile Registry of Madrid in Volume
43321, Folio 89 with C.I.F. A-98306228. The Company is domiciled at c / María
de Molina, 41 - Office no 506, 28006 Madrid (Spain).

CORPORATE GOVERNANCE AND BOARD

The Company has a two-tier board system, composed of an executive board and a
supervisory board.

Executive Board

Lorenzo Serratosa Gallardo, Chairman

Lorenzo started his career as an advisor to various investment funds and
family businesses and has over 25 years of experience in the financial sector
and business management. In 2010 he founded together with José Iván García,
KAU Gestión de Activos, S.L. (currently called KAU Markets EAF, S.L.), a
financial advisory company exclusive to the investment fund Fonvalcem FI of
Andbank Wealth Management, and Substrate AI where he has offered financial
training and regulated advice.

From KAU Markets EAF he has worked as an advisor for institutions such as
Renta4, Inversis and Andbank, where he remains as an advisor to his Fund
Fonvalcem FI and the three funds of the Formula KAU range.

He is currently a director of Valpisan, S.L., a family office with focused on
the real estate, agricultural and industrial sectors, and Substrate AI.
Lorenzo holds a degree in Philosophy from the University of Valencia.

Lorenzo is a member of both the executive and supervisory board.

Jose Ivan Garcia, CEO and Secretary

Jose began his career as an Analyst, working in the financial sector. In 2010
he founded with Lorenzo Serratosa KAU Gestión de Activos, S.L. (currently
called KAU Markets EAF, S.L.), and Substrate AI He has been a Director of
Strategic Management and member of the Investment Committee of KAU Markets EAF
and has worked as an advisor to a number of financial institutions such as
Renta 4 Banco, Inversis and Andbank. He currently advises Fonvalcem FI and the
three funds of the Formula KAU range. He is currently CEO of Substrate AI and
partner of GBR Almazaf, S.L., a company specialising in real estate. Jose
holds a degree in Business Administration and Management from the University
of Valencia, with a specialisation in Financial Management.

Jose is a member of both the executive and supervisory board.

Ben Worth, CTO

Ben is a senior software engineer with over 15 years of experience in finance
and technology. He started his career as an associate at JP Morgan Chase, and
then became a software engineer at various companies. In 2019, he co-founded
with Lorenzo Serratosa and José Ivan García Substrate AI, LLC. He studied
Aerospace, Aeronautics and Astronautics Engineering at the University of
Colorado and has a Bachelor of Science in Computer Science from the University
of Texas at El Paso.

Francisco Hernandez, Head of Product Development
 
Francisco is a computer engineer and has more than 15 years of experience in the Digital Transformation sector. He began his career at ICEX, Spanish Institute of Foreign Trade, in Canada and later worked at companies such as Bupa Global where he was a data platform architect and SENER where he served as the head of cloud technology. During his career he has collaborated with companies from different sectors with an international profile to optimise the way they operate through technology and helping them digitise their business. He joined Substrate AI in May 2021 as the head of product development working on AI solutions. Francisco holds a degree in computer engineer from the Pontifical University of Comillas and a master's in technology of the Información Empresarial.
 
Nicolas Damia, CFO

Nicolas is an experienced financer with experience in M&A and audit, he
started his career at PwC as an auditor and later moved into the M&A
department. He later joined Enagás, S.A. a Spanish energy company where he
spent 2 years as a Senior Consultant. He joined Substrate AI in October 2021
as the Chief Financial Officer. He holds a degree in Business Administration
from the University of Valencia as well as Master's from CUNEF University,
Spain, specialising in financial management and auditing.

 
Carmen Damia, CMO
 
Carmen began her career as a marketing assistant at Dior and later worked for Cecotec Innovaciones S. L. as a Product Manager working in the Kitchenware & small electronic appliances department. She holds a Double bachelor's in business administration and marketing from CEU Cardinal Herrera University, a master's degree in Luxury Brand Management from Istituto Marangoni and is currently pursuing a Master's in Digital Marketing Analytics.
 
Supervisory Board

Christopher Nicolas Dembik

Christopher is an economist with more than 10 years of experience in finance
and economics. He also has experience in the banking sector and in public
policies. He is currently Head of Macroeconomic Analysis at investment bank
Saxo Bank in Paris. He is a member of the Polish economic think-tank Centre
for Social and Economic Research (CASE) and a former adviser to various French
deputies and presidential candidates. Before joining Saxo Bank, he worked as
an analyst for the German investment bank Berenberg, for an Israeli financial
start-up and for the French Treasury.

He holds a master's degree in international Affairs from Sciences Po Paris and
an MBA from the Institute of Economics of the Polish Academy of Sciences. He
is the co-author of The Greatest Contemporary Economic Debates (Ellipses,
2016) and Money: Functions, Monetary Transmission Mechanism and Evolution
(Ellipses, 2017).

Tawhid Chtioui

Tawhid is an international expert and serial entrepreneur in the field of
higher education and learning. He is the Founding President of aivancity
Paris-Cachan, a school of Artificial Intelligence & Data, and President of
EDVANTIS GROUP (ISGA & ARTCOM SUP), a school of Management and Engineering
based in Morocco.

After leading the development and management of Emlyon's activities in Africa
for three years, he was Chairman of the Management Board and Chief Executive
Officer of Emlyon Business School Group in 2019. He has held scientific and
leadership positions in various other business schools in France.

He holds a PhD in Management Sciences from Paris Dauphine University and
completed the Leadership Development Program in Higher Education from Harvard
University.

Remuneration and Benefits for the year ended 31 Dec 2022

 Executive Board Member  Remuneration (€)
 José Iván García        90,000
 Lorenzo Serratosa       90,000
 Ben Worth               78,500
 Francisco Hernandez     100,000
 Nicolas Damia           65,000
 Carmen Damia            30,000
 Total                   453,500

 

 Supervisory Board Member  Remuneration (€)
 José Iván García          241,024.74
 Christopher Dembik        46,153.86
 Lorenzo Serratosa         123,778.40
 Tawhid Chtioui            0
 Total                     475,730.52

Shareholdings and stock options as of 10 October 2023

Neither the Executive Board Members nor the Supervisory Board Members have any
holding of the Class B Shares.

The Company does not have any stock options in issue with respect to Class B
Shares.

Lock-in Agreement

The Company does not have any lock-in agreements in place with respect to the
Class B Shares.

Aquis Rule Compliance Committee

In addition to the Audit Committee, the Company has set up an Aquis Rule
Compliance Committee, which will meet not less than twice a year.

 

SHAREHOLDER AND SECURITY HOLDER INFORMATION

 

Major shareholders:

 

 Shareholder                             Class B Shares Held  % of Shares Held
 Juan José Esteve Pous                   37,500,000           38.93%

 Françesc Xavier Ramos                   15,000,000           15.57%

 Indico Investments and Managements SL*  22,595,500           23.46%

 * The beneficial owner of Indico Investments and Managements SL is Juan José
 Esteve Pous

 

 

Legal and arbitration proceedings: The Company is not nor has been involved in
any governmental, legal or arbitration proceedings which may have, or have had
during the 12 months preceding the date of this document, a significant effect
on the Group's financial position or profitability and, so far as the
Directors are aware, there are no such proceedings pending or threatened
against any member of the Group.

 

Conflicts of interests: A Director shall not vote on any matter in which he or
she has a conflict of interest.

Regulation on Takeovers:

The regulation of takeover bids in Spain does not apply to companies listed on
an "alternative market" or multilateral trading facility (MTF), as is the case
with BME Growth. In the case of BME Growth, only a limited mandatory takeover
bid regime or "tag along" clause must be included in the articles of
association, forcing those who acquire more than 50% of the capital to direct
an offer to the other shareholders under the same conditions.

The new Spanish Act 6/2023 on Securities Markets and Investment Services (Ley
de los Mercados de Valores y de los Servicios de Inversión, "LMVSI", which
entered into force on 7 April 2023) has established that the legal regime on
takeover bids shall also apply to companies having their registered address in
Spain whose shares are traded on an MTF, "in the terms established by
secondary legislation". Such secondary legislation is currently being reviewed
by the Spanish Congress and, as it currently stands, the legal regime on
takeover bids should not take place until the new secondary implementing
regulations have been approved.

Articles of Association: As per the Articles of Association, in case a person
intends to acquire a shareholding that would enable such person to hold more
than 50% of the share capital, they must at the same time make a purchase
offer, on the same terms and conditions, addressed to all the shareholders of
the Company.

Material Changes: There have been no material changes in the Company's
borrowing and funding structure since the publication of its last financial
results.

SETTLEMENT AND TRADING

The Class B Shares are eligible for CREST settlement. There are no
restrictions on the transfer of Class B Shares, excepting as outlined in the
paragraph below.

About the Crest Depositary Interests

The Class B Shares are not themselves admitted to CREST. Instead, the Class B
Shares will be traded and settled in the form of CREST Depositary Interests
("CDIs"), whereby one CDI represents an entitlement to one Class B Share. The
CDIs will be independent securities constituted under English law which may be
held and transferred through CREST in the same way as any other CREST
securities. CDIs will have the same international security identification
number (ISIN) as the underlying Class B Shares and will not require a separate
listing on Aquis.

The CDIs are created and issued by Crest Depository Limited ("CREST
Depository"), a subsidiary of Euroclear, pursuant to a deed poll entered into
under and governed by English law, which will govern the relationship between
the Depositary, as depositary, and the holders of Depositary Interests. The
terms on which CDIs are issued and held in CREST are set out in the CREST
Manual (and, in particular, the deed poll set out in the CREST International
Manual) and the CREST Terms and Conditions issued by Euroclear. A custody fee,
as determined by CREST from time to time, is charged at the user level (i.e.
to the holder of CDIs) for the CREST International Settlement Links Service.

Class B Shares will be transferred to an account of the Spanish Depositary or
its nominated custodian and the CREST Depositary will issue CDIs to
participating members.

Each CDI will be treated as one Class B Share for the purposes of determining,
for example, eligibility for any dividends. The CREST Depositary will pass on
to holders of the CDIs any stock or cash benefits received by it as holder of
Class B Shares on trust for such CDI holder. The Directors of the Company
accept responsibility for the contents of the announcement.

For further information, please contact:

 Substrate AI
 Lorenzo Serratosa                 info@substrate.ai (mailto:info@substrate.ai)

 Chairman
 First Sentinel Corporate Finance
 Brian Stockbridge                 +44 (0) 7858 888 007

 

 

 

 

 

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