Touchstone announces an investment in Cambridge Quantum Computing Limited
On 15 May 2015, the Company announced a fundraising with the use of proceeds to include the exercise an option to invest in unquoted new ordinary shares in CQCL. The option was granted to TGL in November 2014 for providing professional services regarding several CQCL business development initiatives.
Touchstone has now made an investment in CQCL by investing £200,000 into new CQCL convertible preferred shares (nil coupon with no final redemption date). The convertible preferred shares are convertible into new ordinary shares of CQCL at a price per share that will be 20% below the price per ordinary share paid by CQCL's expected institutional and other investors in a financing that is currently anticipated to occur in 2015. Based on the expected valuation of CQCL at the time of the forthcoming financing, Touchstone's resultant holding in CQCL will not be expected to represent a significant percentage of CQCL's issued share capital.
In addition to Touchstone making the investment, Touchstone investee GOS Systems has been granted exclusive reseller distribution rights over CQCL's forthcoming Quantum Key Encryption ("QKE") products which will be targeted at governments and corporations that have high security requirements. The sales right covers European sales of the products and the products are expected to be available for sale from 2016 onwards. The sales right has been granted for a period of 3 years following the first availability of product.
The Directors believe that QKE products will become essential for sensitive communications as soon as the requisite infrastructure is developed. Countries as diverse as China, Russia, the United States of America and the United Kingdom are investing heavily in quantum technologies, and quantum cryptography is a vital aspect of the motivation for these investments. Given the advantages that quantum cryptography will have over classical systems of secure communications, governments and security agencies will be an important and large market.
GOS is an established supplier to law enforcement and security agencies in UK, Europe, Middle East and South Asia. GOS's established customer network and market expertise is capable of driving sales of CQCL's forthcoming QKE products, and supports GOS's strategy of capitalising on the increasing demand for secure communication products.
CQCL develops tools for the commercialisation of quantum computers by understanding quantum protocols and also quantum algorithms. As quantum devices become more prevalent, the focus of CQCL's activity will be the development of algorithms and source code. CQCL is a pre-revenue business incorporated in July 2014 and founded by a team working on the project since April 2013. For the 11 month financial period ending 31 May 2015 CQCL has unaudited losses before tax of £490,063. It is in the late stages of product development and revenues are expected in 2016 or early 2017. Further details of CQCL can be found at the following link - www.cambridgequantum.com
Related Party Transaction
CQCL is currently controlled by its majority shareholder and director (CEO) Ilyas Khan, who is also interested in approximately 8.76% of the issued share capital of Touchstone. Touchstone director Professor Arthur Gibson acts as a special advisor to CQCL. In addition, Touchstone director Richard Almeida is an existing holder of £5,000 CQCL convertible preferred shares. The transaction is deemed a Related Party Transaction under the AIM Rules for Companies and the independent directors of the Company for these purposes (being Franz Forrester and Charles Goodfellow) having consulted with finnCap, the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Investors are reminded that on 30 June 2014, following the Company's annual general meeting ("AGM"), the Company announced the adoption of the investing policy and that the Company would be required to implement the investing policy within the next 12 months. The Company has to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing policy within 12 months of the AGM failing which, the Company's Ordinary Shares will then be suspended from trading on AIM. If the Company's investing policy has not been implemented to the satisfaction of the London Stock Exchange within 18 months of the AGM then the admission to trading on AIM of the Company's Ordinary Shares will be cancelled and the Directors will convene a general meeting of the shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to shareholders.