DeepMatter : Circular – Delist and Subscription

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.

___________________________________________________________________________________

DEEPMATTER GROUP PLC

Incorporated in England and Wales with registered number 05845469

Proposed Cancellation of admission of Ordinary Shares to trading on AIM

Re-Registration as a Private Limited Company

Adoption of New Articles of Association

Subscription of 2,500,000,000 Ordinary Shares at 0.04 pence per share

and

Notice of General Meeting

___________________________________________________________________________________

The Directors, whose names appear in Part I of this Document, accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this Document which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

A Notice to convene a General Meeting of the Company, to be held at the offices of Canaccord Genuity, 88 Wood Street, London, EC2V 7QR at 2.00 p.m. on 19 December 2022 is set out in Part III of this Document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed by Shareholders and returned as soon as possible but, in any event, so as to be received by Neville Registrars Limited by no later than 2.00 p.m. on 15 December 2022 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish (note the comments set out in the Notice of General Meeting at the end of this Document regarding attendance at the General Meeting).

Copies of this Document will be available free of charge between 10.00 a.m. and 4.00 p.m. on any Business Day at the offices of DeepMatter Group Plc at 29 St Brandon's House, Great George Street, Bristol, England, BS1 5QT for a period of one month from the date of this Document.

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CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS..............................................................................	3
DIRECTORS AND ADVISERS................................................................................................................	4
DEFINITIONS ..........................................................................................................................................	5
PART I LETTER FROM THE CHAIRMAN OF DEEPMATTER GROUP PLC .......................................	8
PART II PRINCIPAL EFFECT OF RE-REGISTRATION AND ADOPTION OF NEW ARTICLES ON
SHAREHOLDERS....................................................................................................................	18
APPENDIX A.........................................................................................................................................	19
PART 1: THE GENERAL PRINCIPLES OF THE TAKEOVER CODE ................................................	19
PART 2: DETAILED APPLICATION OF THE TAKEOVER CODE .....................................................	19
PART III NOTICE OF GENERAL MEETING OF DEEPMATTER GROUP PLC..................................	21

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date(1)(2)
Notice provided to the London Stock Exchange to	1 December 2022
notify it of the proposed Cancellation
Announcement of the proposed Cancellation, Re-	1 December 2022
registration, adoption of New Articles and
Subscription
Publication and posting of this Document and the	2 December 2022
Form of Proxy
Latest time for receipt of Forms of Proxy in respect	2.00 p.m. 15 December 2022
of the General Meeting
General Meeting	2:00 p.m. 19 December 2022
Announcement of the results of the General	19 December 2022
Meeting
Last day of dealings in Ordinary Shares on AIM	4 January 2023
Cancellation	5 January 2023
Allotment and issue of the Non-VCT/EIS	5 January 2023
Subscription Shares
Allotment and issue of the VCT/EIS Subscription	6 January 2023
Shares
Despatch of definitive share certificates in respect	6 January 2023
of the Subscription Shares
Re-registration as a private company	Week commencing 16 January 2023

Notes:

1. All of the times referred to in this Document refer to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
3. All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions

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	DIRECTORS AND ADVISERS
Directors	Alan Aubrey	Non-Executive Chairman
	Mark Warne	Chief Executive Officer
	Fraser Benson	Chief Financial Officer
	Bryn Roberts	Non-Executive Director
	Laurence Ede	Non-Executive Director
	Mirko Walter	Non-Executive Director
Company Secretary	Fraser Benson
Registered office	29 St Brandon's House
	Great George Street
	Bristol
	BS1 5QT
Nominated Adviser	Canaccord Genuity Limited
	88 Wood Street
	London
	EC2V 7QR
Legal advisers to the Company	Bristows LLP
	100 Victoria Embankment
	London
	EC47 0DH
Registrars	Neville Registrars Limited
	Neville House
	Steelpark Road
	Halesowen
	B62 8HD

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DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:

"AIM"	AIM, the market operated by the London Stock Exchange;
"AIM Rules"	the rules and guidance for companies whose shares are
	admitted to trading on AIM entitled "AIM Rules for
	Companies" published by the London Stock Exchange, as
	amended from time to time;
"Business Day"	a day (excluding Saturdays, Sundays and public holidays in
	England and Wales) on which banks are generally open for
	the transaction of normal banking business in London;
"Canaccord Genuity"	Canaccord Genuity Limited, registered in England and
	Wales with registered number 01774003 and whose
	registered office is at 88 Wood Street, London, EC2V 7QR;
"Cancellation"	the cancellation of admission of the Ordinary Shares to
	trading on AIM in accordance with Rule 41 of the AIM Rules,
	subject to passing of the Cancellation Resolution;
"Cancellation Resolution"	Resolution 1 to be proposed at the General Meeting;
"Company" or "DeepMatter Group Plc"	DeepMatter Group Plc, a company incorporated in England
	and Wales with registered number 05845469 and having its
	registered office at 29 St Brandon's House, Great George
	Street, Bristol, BS1 5QT;
"Companies Act"	the Companies Act 2006 (as amended from time to time);
"CREST"	the relevant system (as defined in the CREST Regulations)
	in respect of which Euroclear is the operator (as also defined
	in the CREST Regulations);
"CREST Regulations"	the	Uncertificated	Securities	Regulations	2001
	(SI2001/3755), (as amended from time to time);
"Current Articles"	the articles of association of the Company at the date of this
	Document;
"Directors" or "Board"	the directors of the Company, whose names are set out in
	Part I of this Document;
"Disclosure Guidance and	the disclosure rules and transparency rules made by the UK
Transparency Rules"	Financial Conduct Authority pursuant to section 73A of
	FSMA;
"Document"	this document, containing information regarding the
	Cancellation, the Re-registration, the adoption of the New
	Articles and the General Meeting;
"EIS"	Enterprise Investment Scheme;
"Enlarged Share Capital"	the Ordinary Shares in issue immediately following the issue
	and allotment of the Subscription Shares;

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