Schedule One - Access Intelligence PLC | RNS | Ticker

Schedule One - Access Intelligence PLC

RNS Announcement

RNS Number : 2373H

AIM

02 August 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Access Intelligence plc ("Access Intelligence")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

The Johnson Building, 79 Hatton Garden, London, EC1N 8AW

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.accessintelligence.com/investors/aim-rule-26/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Access Intelligence is a Software-as-a-Service (SaaS) technology company, incorporated in November 2000 in England and Wales, with its ordinary shares admitted to trading on AIM in November 2003 by way of a reverse takeover of Readymarket Ltd.

Access Intelligence's software portfolio consists of three solutions - Vuelio, ResponseSource and Pulsar. Together the portfolio provides a range of cloud-based reputation management applications for over 3,500 customers across the PR, marketing and communication industries.

Headquartered in London, Access Intelligence also has operations in the UK, USA and Australia, with its main country of operation being the United Kingdom.

On 15 June 2021, Access Intelligence announced the proposed acquisition of the entire issued and to be issued ordinary share capital of Isentia Group Limited ("Isentia") (the "Acquisition") (Access Intelligence and Isentia, together the "Enlarged Group").

Isentia is a media intelligence and insights company headquartered in Sydney, Australia and listed on the ASX. Isentia operates in eight geographical markets across Australia, New Zealand and South-East Asia serving approximately 2,400 customers.

The Enlarged Group will provide a broad suite of technology products for marketing intelligence, reputation management, and data insights and the Enlarged Group's main country of operation will be Australia.

The Acquisition constitutes a reverse takeover under AIM Rule 14 and the Acquisition is being undertaken by way of a scheme of arrangement in Australia and is subject to, inter alia, Isentia shareholder approval and approval of the courts in Australia.

The resolutions put to Access Intelligence shareholders at the general meeting on 9 July 2021 were duly passed. Isentia's shareholder meeting is expected to be held on 17 August 2021. It is anticipated that the new Ordinary Shares to be issued pursuant to the fundraising will be admitted to trading on 23 August 2021 (being the business day after the scheme of arrangement becomes effective but prior to the scheme implementation date). Nevertheless, if the scheme of arrangement is approved at the second court hearing planned for 20 August 2021, there will be no remaining conditions to the Acquisition, save for the payment of the consideration to the Isentia shareholders on the implementation date (the second court hearing, effective date and implementation dates are pursuant to a scheme of arrangement proposed to be made under Part 5.1 of the Corporations Act 2001 (Cth) (Australia)).

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

130,524,386 ordinary shares of 5 pence each ("Ordinary Shares").

2,966,666 Ordinary Shares are held in treasury.

No restrictions as to the transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£50.0 million to be raised on admission of the fundraising shares.

Anticipated market capitalisation on re-admission of the Enlarged Group: £153.1 million (based on the placing price of 120 pence)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

35.5 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Marguarite Joanna Arnold (Chief Executive Officer)

Christopher James Satterthwaite (Non-Executive Chairman)

Mark Stephen Fautley (Chief Financial Officer)

Sarah Bibi Vawda (Non-Executive Director)

Christopher Charles Pilling (Non-Executive Director)

Katie Ellen Puris (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of Existing Issued Share Capital*	% of Enlarged Issued Share Capital**
Kestrel Partners LLP	24.97%	23.67%
Canaccord Genuity Group Inc	13.79%	11.90%
Draper Esprit VCT Plc	8.30%	5.59%
Unicorn AIM VCT	7.59%	5.11%
Gresham House Asset Management Limited	7.29%	7.32%
Herald Investment Management Limited	7.19%	7.23%
Chelverton Asset Management Limited	6.74%	6.77%
Octopus Investments Ltd	3.44%	2.53%
Lombard Odier Asset Management (Europe) Limited	2.84%	3.28%
Janus Henderson Group plc	0.00%	3.92%

*Excluding the 2,966,666 Ordinary Shares held in treasury

**Assuming admission of the shares pursuant to the fundraising undertaken in conjunction with the proposed acquisition of Isentia and excluding the 2,966,666 Ordinary Shares held in treasury

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 November

(ii) Isentia Group Limited - Audited interim results for the six months ended 30 December 2020

Access Intelligence plc - Audited results for the year ended 30 November 2020 / unaudited interim results for the six months ended 31 May 2021

(iii) 31 May 2022 (12 month audited full year accounts to 30 November 2021)

31 August 2022 (six month unaudited accounts to 31 May 2022)

31 May 2023 (12 month audited full year accounts to 30 November 2022)

EXPECTED ADMISSION DATE:

2 September 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

1 Bartholomew Close

London

EC1A 7BL

NAME AND ADDRESS OF BROKER:

finnCap Ltd

1 Bartholomew Close

London

EC1A 7BL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

https://www.accessintelligence.com/investors/aim-rule-26/

The Admission Document contains full details about the Company, the Acquisition and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

2 August 2021

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Access Intelligence PLC
Time: 10:30:06
Date: 2 Aug 2021
Category: Capital structure
ID: 2373H