Reorganisation and Deferred Consideration

Intuitive Investments Group plc

24 May 2023

 

24 May 2023

Intuitive Investments Group plc

Reorganisation and Deferred Consideration

Reorganisation of investment and reduction in deferred consideration

Intuitive Investments Group plc (AIM: IIG) ("IIG" or the "Company"), a closed-end investment company focussed on the life sciences sector, announces the proposed reorganisation of Touchless Innovation Limited ("Touchless Innovation") and Touch-Less Hygiene UK Limited ("Touch-Less Hygiene") (together the "Touchless Group") and the reduction in the deferred consideration payable to the vendors of the business and assets of Sanoserv International Franchising Limited.

Reorganisation of Touchless Innovation Limited and Touch-Less Hygiene UK Limited

The Board of Touchless Innovation, with the agreement of the Board of IIG, has decided to move Touch-Less Hygiene from being a wholly owned subsidiary of Touchless Innovation to beinga wholly owned subsidiary of IIG.  Touchless Innovation and Touch-Less Hygiene have different business models. Touchless Innovation is an international franchising business, with master franchisees in 11 countries. Touch-Less Hygiene is a UK market-leading provider of specialist disinfection and decontamination services, with 25 regional sites in the UK and customers that include blue-chip life sciences companies, essential infrastructure firms and the NHS. Given the distinct business models, the board of Touchless Innovation believes that separating and having distinct management teams, will improve both the opportunity for growth and the potential to attract third party funding.

Reduction in Deferred Consideration

As announced on 25 February 2022, Touchless Innovationacquired the business and assets of Sanoserv International Franchising Limited. The consideration payable by Touchless Innovation to the vendors included £900,000 of deferred consideration payable six months from completion (on 25 August 2022). In substitution for the £900,000 the Boards of IIG and Touchless Innovation have agreed to issue the vendors 2,000,000 new ordinary shares of 1 penny each in IIG ("Consideration Shares"), as well as allowing the vendors the master franchise for Malta for nine years. The minimum royalty amount under the master franchise agreement is $5,400 per annum. In addition, the vendors no longer have the right to appoint a director to the Board of Touchless Innovation, the current cost of which is £25,000 per annum.

Admission to trading

Application has been made to the London Stock Exchange plc for the admission of the Consideration Shares to trading on AIM, which is expected to take effect at 8.00 a.m. on or around 30 May 2023 ("Admission"). The Consideration Shares will rank equally with the existing ordinary shares of 1 penny each in the share capital of the Company ("Ordinary Shares").

Following Admission, the Company's issued share capital will consist of 74,064,551 Ordinary Shares. Since the Company currently holds no shares in treasury, the total number of voting rights in the Company will be 74,064,551. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018.  Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

For further information, please contact:

Intuitive Investments Group plc	[phone]
Julian Baines, Chairman Robert Naylor, CEO	Via Turner Pope Investments (TPI) Ltd
SP Angel Corporate Finance LLP - Nominated Adviser	[phone]
Jeff Keating / David Hignell / Kasia Brzozowska
Turner Pope Investments (TPI) Ltd - Broker	[phone]
Andrew Thacker / James Pope

 About Intuitive Investments Group plc

Intuitive Investments Group plc is an investment company seeking to provide investors with exposure to a portfolio concentrating on fast growing and/or high potential Life Sciences businesses operating predominantly in the UK, continental Europe and the US, utilising the Board's experience and in particular that of the Chairman of the Investment Committee, David Evans, to seek to generate capital growth over the long term for shareholders.

 

END