PHP Ventures Acquisition Corp. and Modulex Modular Buildings Plc Announce a Definitive Agreement for a Business Combination

Modulex Modular Buildings Plc (“Modulex”), a UK-based, globally focused “ConstrucTech” manufacturer of modular buildings and PHP Ventures Acquisition Corp. (“PHP”), a special purpose acquisition company, announced the signing of a definitive business combination agreement (the “Business Combination Agreement” or “BCA”). After the closing of the transactions (the “Transactions”) contemplated in the BCA, Modulex will become a publicly listed company and PHP will become a subsidiary of Modulex (the “Combined Company”). Modulex expects to be listed on the Nasdaq Capital Market under the symbol “MDLX.”

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“This transaction highlights the immense value investors see in Modulex when comparing our numbers with those of our competitors in the global construction technology markets”

MODULEX HIGHLIGHTS

Modulex is a cutting-edge, UK-headquartered “ConstrucTech” company offering Carbon Net Zero certified, advanced 3D volumetric steel modular buildings embedded with EmergingTech such as AI, Blockchain and IoT – Modular Buildings 2.0. Modular Building 2.0 that allows for fast optimized design in minutes, traceable quality assurance, live monitoring utilizing IoT, and certified carbon net zero buildings. The application of Modulex’s technology shortens design and construction time, provides high quality construction, lowers construction and maintenance costs, and meets the highest building standards. Modulex building structures are extremely airtight and ensure energy efficiency and they are fully mortgageable.

Modulex is currently building the world’s largest steel modular buildings factory in India, a MegaFactory™ to supply into the UK, EU, US, and Indian market. The MegaFactory™ will feature a 40-acre manufacturing facility located 280 km from Mumbai, functioning as a manufacturing cluster producing fully fitted steel modular buildings, bathroom pods, doors, and windows. The MegaFactory™ will be ISO 9000, 14000, 31000 and 26000 certified and fully ESG compliant, will harvest rain to recycle water, and the site is equipped with solar panels and organic farm food for the workers. With an initial annual capacity of 300,000 square meters (scalable to 1.2 million square meters) to enable volume to the supply chain to directly impact the shortage of affordable housing and other infrastructure requirements. These buildings manufactured at the MegaFactory™ are expected to be BOPAS certified and eligible for NHBC w*******. In order to support the transition of the construction industry into offsite construction, steel modular buildings in particular, Modulex will be offering credit to our customers who have forward refinancing arrangements.

Modulex’s experienced senior management team is passionate about creating a futuristic “ConstrucTech” business delivering the full potential of “Modular Buildings 2.0” across high growth global markets.

MANAGEMENT COMMENTS

Suchit Punnose, CEO and Founder of Modulex, stated, “How Apple changed smartphones and how Tesla changed cars, is how Modulex will change buildings with our Carbon Net Zero certified IoT enabled SMART building technology. We are pleased to have the support of top-tier investors and access to the U.S. capital markets following the closing of this proposed transaction, which we believe will further strengthen Modulex and will allow us to continue our global rollout of MegaFactories™ across high growth markets with a diversified order pipeline from marquee investors.

“This transaction highlights the immense value investors see in Modulex when comparing our numbers with those of our competitors in the global construction technology markets,” Punnose continued. “We have both a solid foundation and a clear roadmap to expand our model. This transaction will propel us to take our British offsite steel modular building technology global to cater to rising demand in growth markets such as India and other BRICS and N11 nations and continue building our staff to further these efforts along.”

Marcus Choo Yeow Ngoh, CEO of PHP, added, “Modulex has built a solid foundation for growth with its advanced modular technology and high-capacity factory to produce Carbon Net Zero buildings. When we launched PHP Ventures Acquisition Corp., we did so with the goal of identifying and partnering with a company or companies with significant presence, or compelling potential to develop such a presence, in Africa and other emerging markets. Modulex matches these criteria, and we believe that partnering with it will fuel its expansion with regional construction growth expected to be highest in Sub-Saharan Africa followed by emerging Asia. By harnessing the power of emerging technologies, Modulex can focus on expansion and geographic diversification in India, Saudi Arabia, South Korea, and the U.S., while following the Triple P Bottom line of planet, people, and profit. With a planned roll out of 20 factories in 15 countries, we believe Modulex will generate strong returns at attractive margins.”

TRANSACTION TERMS & FINANCING

• The Combined Company would have an approximate post-transaction equity market capitalization of $723 million assuming a $10.00 per share price and no redemptions by PHP stockholders and completion of an additional US$30 million of financing.
• Pursuant to the terms of the Business Combination Agreement, at closing of the Transactions, the following is expected to occur: (i) a newly-organized, wholly-owned subsidiary of Modulex will merge into PHP (the “Merger”) resulting in PHP becoming a wholly-owned subsidiary of Modulex, (ii) Modulex will register as a publicly traded company and parent of PHP, (iii) Modulex’s existing shares will be split to facilitate a fully diluted value per Modulex share of US$10, and (iv) PHP’s common stock and warrants to purchase PHP common stock will be exchanged on a one-for-one basis for Modulex Ordinary Shares and warrants to purchase Modulex Ordinary Shares, respectively.
• Prior to the closing of the BCA, but subject to the completion of the Merger, Modulex will effect a recapitalization of its outstanding equity securities so that the pre-Merger holders of Modulex Ordinary Shares, options and warrants to acquire Modulex Ordinary Shares will have shares (or the right to acquire shares, as applicable) valued at $10.00 per share and having a total value of $600 million, which does not include any shares issued as part of any pre-transaction rounds of financing in Modulex. This will result in the pre-Merger and pre-financing Modulex shareholders holding approximately 86.21% post transaction undiluted Modulex Ordinary Shares, assuming no redemptions by PHP shareholders, and other assumptions to be set forth in a registration statement to be filed by Modulex on Form F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). Actual percentages set forth in this registration statement may differ materially from the estimates of shareholdings set forth in this press release.
• All pre-Merger directors, officers and founding shareholders of Modulex Ordinary Shares will be subject to a lockup of 90% of their shares for a period ending three years from the closing of the merger. Additionally, minority shareholders of Modulex will be subject to a lockup of 90% of their shares for a period of two years from the closing date of the merger. The closing of this proposed Transactions is subject to agreement to these lockups by 90% of the minority shareholders and founding shareholders, respectively, which term may be amended or waived by PHP at their sole discretion.
• In addition to the $58 million held in PHP’s trust account (assuming no redemptions by PHP’s shareholders), proceeds to the Combined Company in the proposed business combination (the “Business Combination”) for PHP and Modulex would potentially include up to US$30 million in pre-transaction financing, a PIPE, or other alternatives. The final amount of any pre-transaction financing, or financing in connection with the proposed Business Combination, if any, to be raised is by mutual agreement and dependent on market conditions, and related terms, if any, have not been finalized.
• The Combined Company is expected to receive net proceeds after the US$30 million financing of approximately US$82.5 million assuming no redemptions and after transaction-related expenses of approximately US$5.6 million (not including fees payable to the underwriter in PHP’s IPO as deferred compensation). Use of net proceeds, among other things, is expected to fund development for organic growth and expansion, including funding for five factories across South Korea, Vietnam, Brazil, Egypt and the U.S. and positions Modulex to roll out a further 15 factories across emerging markets, and for working capital.

The Business Combination has been unanimously approved by the boards of directors of both PHP and Modulex, and is expected to close in the second quarter of 2023, subject to review and approval by the SEC of the Registration Statement to be filed with the SEC, regulatory and stockholder approvals and other customary closing conditions set forth in the BCA. Additional information about the proposed transaction, including a copy of the Business Combination Agreement, will be available in a Current Report on Form 8-K to be filed by PHP with the SEC and at www.sec.gov.

FINANCING

The group may seek up to US$30 million in pre-transaction financing, a PIPE, or other financing alternatives prior to the closing of the Business Combination with a transaction structure yet to be determined. The closing of the Business Combination has no minimum closing condition.

BOARD & MANAGEMENT

The Combined Company will operate under the Modulex name and will be led by an outstanding board of directors and leadership team including following persons:

Suchit Punnose – Founder and CEO and Director

• More than 25 years of experience as an entrepreneur
• Founder of Red Ribbon Asset Management Plc, an investment incubator focused on emerging markets and a principal shareholder in Modulex
• Investments in real estate, equities, and manufacturing

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Richard Ogden – Senior Advisor to the Board

• More than 50 years of experience in construction industry
• Former Chairman of Buildoffsite
• Extensive experience in both public and private sectors within the industry

Ajay Palekar – Managing Director India

• Operations expert with more than 35 years of experience in manufacturing, logistics and supply chain
• Managed more than 6,500 personnel in last assignment across two countries

Taariq Mauthoor – Chief Technology Officer

• More than 20 years of experience in the built environment sector
• Chartered Engineer in Sustainable Design & Engineering
• Strategic advisor to various international corporate finance entities targeting impact investments

The parties also anticipate that certain other directors will join the Modulex board of directors upon closing of the Business Combination, including the following individuals who have agreed to be named as having these prospective positions:

Garry Stein – Non-Executive Director

• Audit Committee Chair
• More than 50 years’ experience in executive roles in banking, investment management, mergers & acquisitions, private equity, natural resources, technology, and strategic planning
• Current and past director of numerous public and private companies, including PHP

Renu Bhatia – Non-Executive Director

• More than 25 years of experience in the financial service, fintech, and health care sectors and Cofounder Opharmic Technology
• Deputy Chair of the Listing Committee of the Hong Kong Stock Exchange and Member of Board of Review – Inland Revenue
• Numerous awards and honours, including recognition as one of the “Top 100 Women in Fintech”

Mark Isaacson – Non-Executive Director

• Compensation Committee Chair
• More than 25 years in senior executive and advisory roles
• Significant experience in senior international M&A transactions, including a lead role to acquire 2 US major league baseball teams
• Current and past senior business and political advisory roles in the US and globally

ADVISORS

Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to PHP. Rimon PC is serving as legal advisor to Modulex. Memery Crystal is serving as U.K. counsel to Modulex.

EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor. ARC Group Limited is acting as sole financial advisor to Modulex.

PHP has received a favourable independent Fairness Opinion from Houlihan Capital, LLC on the transaction terms.