Acquisition and Fundraising

RNS Number : 8687B

Access Intelligence PLC

15 June 2021

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Access Intelligence PLC

("Access Intelligence", the "Company" or the "Group")

Proposed acquisition of Isentia group limited

PLACING And SUBSCRIPTION TO RAISE £50.0 MILLION

PUBLICATION AND POSTING OF THE ADMISSION DOCUMENT AND NOTICE OF GENERAL MEETING

Retail Offer via PrIMARY BID

APPOINTMENT OF NEW DIRECTOR

Access Intelligence Plc, (AIM: ACC) the technology innovator delivering Software-as-a-Service (SaaS) solutions for the global marketing and communications industries, is pleased to announce that the boards of Access Intelligence and Isentia have agreed the terms of an acquisition pursuant to which Access Intelligence (through its Australian subsidiary) will acquire the entire issued and to be issued ordinary share capital of Isentia for an equity valuation of approximately AUD$35.6m (£19.4m), valuing each Isentia share at AUD$0.175 (£0.095).

As the Acquisition will see the Company acquire the Isentia Group, the Acquisition also means that the Company will acquire the Isentia Group's existing senior debt and other indebtedness. The Company will procure the repayment of the Isentia Group's senior debt and other indebtedness as soon as practicable following Implementation which it intends to do out of the proceeds of the Fundraising.

In order to fund the equity consideration of the Acquisition and repay the full amount of the drawn down debt of Isentia, the Company is also pleased to announce a Placing of 39,847,658 Ordinary Shares and a Subscription for 1,819,009 Ordinary Shares at the Placing Price of 120 pence per new Ordinary Share to raise aggregate gross proceeds of £50.0m.

Highlights

- Proposed acquisition of Isentia, a media intelligence and award winning insights company headquartered in Sydney, Australia and listed on the ASX for AUD$35.6m (£19.4m)

- Intention to repay all of Isentia's existing indebtedness on completion of the Acquisition (estimated to be c.AUD$45 million as at the completion date)

- Acquisition is being undertaken by way of a Scheme of Arrangement in Australia and is subject to, inter alia, Access Intelligence shareholder approval, Isentia shareholder approval and approval of the courts in Australia

- Access Intelligence has today also acquired a c.19.85 per cent. interest in Isentia

- Successful Placing and Subscription to raise gross proceeds of £50.0m, the proceeds of which will be used to pay the consideration to Isentia's shareholders under the Scheme of Arrangement and the repayment of Isentia's indebtedness

- The Company is also announcing an offer via PrimaryBid of up to £2.0 million to facilitate retail participation

- Isentia operates across eight geographical markets across Australia, New Zealand and South-East Asia working with c.2,400 customers

- The Acquisition of Isentia will enable the Company to benefit from greater scale, a superior product offering and greater geographic reach

- The Acquisition also represents an opportunity to scale Access Intelligence's sales infrastructure into the fast growing APAC market and is also an ideal platform for cross-selling opportunities for Access Intelligence's Pulsar audience intelligence and social listening platform

- The Board of Access Intelligence believe that the Acquisition will create possible revenue synergies as the Company leverages the cross-sell and up-sell of products and new sales across its enlarged customer base. In addition, the Board believes it can realise certain cost synergies which total approximately AUD$1.5m which are expected to be delivered within the first six months of the Acquisition completing

- The Directors believe that the Acquisition will be earnings enhancing in the first full year following completion of the Acquisition

- Katie Puris, Managing Director of Global Business Marketing for TikTok, joins the Board as a Non-Executive Director

Commenting on the acquisition Joanna Arnold, CEO of Access Intelligence said:

"We are excited at this opportunity as Isentia is a leading media intelligence company in Australia and across the Asia Pacific. The acquisition is about investing in Isentia to combine our businesses to create the scale to give our clients a world-class global offering. We are working closely with the Isentia management on integration plans that continue to build on our strong cultural and strategic alignments. We look forward to combining businesses and serving the Asia-Pacific market."

For further information:

Access Intelligence plc

Joanna Arnold (CEO) / Mark Fautley (CFO) 020 3426 4024

finnCap Limited (Nominated Adviser and Broker)

Corporate Finance - Marc Milmo / Kate Bannatyne / Fergus Sullivan 020 7220 0500

Corporate Broking - Alice Lane / Sunila de Silva

About Access Intelligence

Access Intelligence is a technology led company delivering SaaS products that address the fundamental business needs of customers in the PR, marketing and communications industries. Access Intelligence's technology is relied on by more than 3,500 organisations every day, from global blue-chip enterprises and world-leading marketing agencies to public sector and not-for-profits organisations. Organisations such as Amazon, LinkedIn, Twitter, Twitch, Astra-Zeneca, Walgreens Boots Alliance and The International Monetary Fund among many others.

Access Intelligence combines AI technologies from their advanced social media intelligence and analytics, alongside their traditional media intelligence capabilities to enable organisations to understand what has an impact on their reputation within their key audiences - from customers to stakeholders, politicians to influencers and the media. In the age of 'information overload' where influence moves in real-time across multiple platforms, Access Intelligence provides a single, real time view of what's important. This includes where risks or opportunities are emerging, when and how to engage and providing customers with the tools to evaluate how effective PR, communications and marketing activity is against commercial objectives.

The Access Intelligence portfolio includes Vuelio, a technology platform that helps organisations make their story matter. Vuelio's holistic platform provides media, political and social media insight with monitoring and analysis tools for PR, public affairs, stakeholder engagement and influencer marketing.

Alongside Vuelio is Pulsar, the market leading audience insights and social listening platform. Pulsar combines conversational and behavioural data in over 170 languages from the world's leading digital sources with analysis powered by vertical AI and smart human research. It provides brands with actionable insights that underpin marketing strategy and improves effectiveness.

The Access Intelligence portfolio also includes ResponseSource, a network used by thousands of journalists and influencers to secure the insight, information and connections they need. ResponseSource reduces friction in the flow of information between trusted experts.

Together, the Access Intelligence Group provides technology and insights that power open and effective communication, strengthening brand reputation and improving marketing engagement by transforming relationships between business, media, government and the public.

Access Intelligence PLC

("Access Intelligence", the "Company" or the "Group")

Access Intelligence Plc, (AIM:ACC) the technology innovator delivering Software-as-a-Service (SaaS) solutions for the global marketing and communications industries, is pleased to announce that the boards of Access Intelligence and Isentia have agreed the terms of an acquisition pursuant to which Access Intelligence (through its Australian subsidiary) will acquire the entire issued and to be issued ordinary share capital of Isentia for an equity valuation of approximately AUD$35.6m (£19.4m), valuing each Isentia share at AUD$0.175 (£0.095).

Isentia is a media intelligence and award-winning insights company headquartered in Sydney, Australia, operating in Australia, New Zealand and parts of South-East Asia. Isentia is engaged in the provision of media intelligence services to both public and private sector PR and communications clients through media monitoring, social media monitoring, and media analysis.

The Directors expect the Acquisition, if completed, to be transformational with strong strategic and financial rationale. The Directors believe that the Acquisition will provide Access Intelligence with the opportunity to further its strategic aspirations for global expansion and scale while delivering revenue growth and cost synergy opportunities. The Directors believe that combining the two businesses would provide the Enlarged Group with a significantly enhanced product offering and the capability to cross-sell and upsell to the Enlarged Group's customer base while allowing the Company to have a much broader geographical reach. The Directors believe that the Acquisition will be earnings enhancing in the first full year following completion of the Acquisition.

As a consequence of the Acquisition constituting a reverse takeover, the Company is required to apply for admission to AIM of the Enlarged Group. Therefore, application will be made for the Enlarged Share Capital to be admitted to trading on AIM, such that following Implementation, the Enlarged Group can continue trading on AIM. It is expected that Re-Admission will occur and that dealings in the Enlarged Share Capital, will commence on AIM on 2 September 2021 following Implementation which is expected to occur on or around 1 September 2021.

Recommendation

The Directors consider that the Proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors are recommending that Shareholders vote in favour of the Resolutions at the General Meeting as they have irrevocably committed to do so in respect of their own beneficial holdings amounting, in aggregate, to 910,998 Existing Ordinary Shares, representing approximately 1.1 per cent. of the Issued Share Capital.

Background on the Company

Access Intelligence combines AI technologies with human expertise to analyse data and provide strategic insights in order that organisations can understand what has impact on their reputation and key audiences - from customers to stakeholders, politicians to influencers and the media. In the age of 'information overload' where influence moves in real-time across multiple platforms, Access Intelligence provides a single, real time view of what's important. This includes where risks or opportunities are emerging, when and how to engage and providing customers with the tools to evaluate how effective PR, communications and marketing activity is against commercial objectives.

Alongside Vuelio is Pulsar, the market leading audience insights and social listening platform. Pulsar combines conversational and behavioural data in over 60 languages from the world's leading digital sources with analysis powered by vertical AI and smart human research. It provides brands with actionable insights that underpin marketing strategy and improves effectiveness.

Vuelio

Vuelio delivers market leading communications technology that combines media, political and social media insight with monitoring and analysis tools for PR, public affairs, stakeholder engagement and influencer marketing. It helps organisations make their story matter improving PR, communications and marketing effectiveness by enabling real-time engagement with key stakeholders within a full communications workflow platform. Using Vuelio, users can proactively promote and protect their organisation's reputation with a flexible, scalable solution that can be accessed securely wherever they are via the cloud.

Leveraging its extensive insights led contact database of journalists, social influencers and politicians, Vuelio provides its customers with the ability to understand who is important to their organisation and reputation then communicate directly with them. The platform provides monitoring and analysis tools with impact measurement and ROI metrics in order to evaluate and improve ongoing campaign and team performance.

The Vuelio platform includes:

· Media & Influencer Database - the Vuelio global database provides customers with all the information needed to better understand and connect with the journalists and social media influencers that matter to their story, topic or campaign;

· Campaign Distribution - fast and effective campaign distribution and management combined with analytics to gauge impact by viewing live engagement rates;

· Online Newsrooms - publish content easily within branded, customisable newsrooms available to journalists, stakeholders and influencers;

· Media Monitoring - allowing customers to stay ahead of breaking news and coverage with tailored alerts for broadcast, print, online and social media;

· Media Analysis and Reporting - evaluate the impact of activity by analysing how content was received with practical insight to make future communications work even better;

· Canvas - instantly generates high impact, visual reporting of news stories, social media activity, video and audio from across the web and offline;

· Stakeholder Management - ensures consistent engagement with journalists, influencers and other key stakeholders across an organisation by having a single, centralised online hub that details every interaction between a team and key stakeholders; and

· Public Affairs - monitors Parliament, engages with political stakeholders and contributes to policy, whilst accessing a comprehensive who's who database of the UK and European political landscape, that is constantly updated to reflect changes as they happen.

ResponseSource

ResponseSource is a network that rapidly connects media and influencers to the experts, resources and insights they need. It is used by professionals in the PR, marketing and media industries and includes the leading media enquiry service for journalists and social media influencers. ResponseSource delivers a highly complementary SaaS offering to the Vuelio platform and has a strong recurring revenue profile with a loyal customer book of c.1,500 customers.

At the core of the ResponseSource offering is a real-time 'match-making' platform for journalists and PR professionals, in which journalists and bloggers make requests for information to PR agencies and brands to inform the articles, case studies, interviews and product reviews they are working on. The service brings efficiency to the flow of information between expert sources - an ever-increasing priority in the 'fake news' era. With a large proportion of the journalist population in the UK using ResponseSource, it brings both significant cross-selling opportunities to the Access Intelligence Group but also adds real-time engagement to the Vuelio platform - making it stickier for existing communications users and transforming the media and influencer community into active users of the platform.

Pulsar

Complementing the reputation and engagement focus of Vuelio and ResponseSource is Pulsar, the market leading audience insights and social listening platform. Based on real-time data analysis of social media, search data and online conversations globally in more than 60 languages, Pulsar provides brand strategists, marketeers, PR and product designers with actionable consumer insights. This includes the ability to track how conversations develop around themes, audience perception of brands and evaluation of the performance of marketing and PR campaigns. Pulsar's data includes search platforms Google and Bing; social media platforms such as Facebook (public data), Instagram, Sina Weibo, VK, Twitter, YouTube, LinkedIn and TikTok, as well as the smaller scale micro-blogger space and consumer forums such as TripAdvisor, Amazon, Reddit and Trust Pilot.

There are four key pillars to the Pulsar offering:

· TRAC: Pulsar TRAC is a social listening and insight tool that combines keyword and content tracking with audience segmentation, enabling communications teams to understand audiences then map key influencers in each conversation as it develops;

· TRENDS: Pulsar TRENDS enables users to understand the spread of social media engagement and track how conversations evolve and go viral across social media platforms benefiting from a 14 year historical data archive;

· CORE: Pulsar CORE is an analytics tool that allows customers to monitor the growth of their audience, benchmark themselves against their competitors and track the performance of their content across multiple owned channels, from social media to Google analytics; and

· Research: with its significant expertise and knowledge of the audience intelligence market, Pulsar also delivers research and consultancy services to provide industry-specific strategic insights. Research includes marketing effectiveness, audience discovery and creative development for brand messaging, integrating quantitative and qualitative methodologies to turn audience data into strategic insight.

Clients

Access Intelligence provides services to a diverse and extensive blue-chip client base across both private and public sectors. Clients include Amazon, Mastercard, BT, BBC, HSBC, AstraZeneca, Twitter, Chanel and LinkedIn.

Overview Financial Information on Access Intelligence

	Year ended 30 November 2020 £'000	Year ended 30 November 2019 £'000	Year ended 30 November 2018 £'000
Revenue	19,070	13,429	8,888
Gross Margin	72%	75%	70%
Adjusted EBITDA	686	805	34
Recurring Revenue	94%	97%	99%

Since 2018, the Company has completed the acquisitions of ResponseSource in November 2018 and Pulsar in October 2019 both of which enabled the Company to complement its Vuelio product offering and broaden its capability. Coupled with this, the Company also completed a number of product enhancements. Over the same period, the Company has seen revenue increase by approximately 115 per cent. to approximately £19.1 million in the year ended 30 November 2020 with recurring revenue comprising approximately 94 per cent. of the total revenue generated by the Group for the year ended 30 November 2020. As the Company has increased its revenue, the Company has seen Adjusted EBITDA increase to approximately £686,000 for the year ended 30 November 2020, a year which included the losses attributable to the Pulsar business acquired in October 2019. Excluding Pulsar, the Group's adjusted EBITDA for the year was approximately £2.7 million.

The year ended 30 November 2020 proved to be an exceptional year for the Company in terms of new client wins. These included Amazon, Aegon, Astra-Zeneca, Boots, Chanel, Dow Jones, Hulu, Levi Strauss, LinkedIn, Lotus, Nintendo, Publicis, Saatchi & Saatchi, The International Monetary Fund, Unicredit, Twitter, Veolia and WWF. The Board believes that these client wins demonstrate the increasing appeal of the Group's portfolio across a diverse range of sectors and territories. Also in the year, the ACV base increased by 21.0 per cent. to £21.9 million from 2019 with the Company's growth rate more than doubling in the second half of the year with strong new business and renewal rates underpinning growth in ACV of £2.8m in the period. This compares to ACV growth of £1.1m in the first six months of the financial year ended 30 November 2020, a period which was impacted by the global economic disruption prompted by COVID-19 and the consequential delays in investment decisions being taken.

Information on Isentia Group

History

Founded in 1982 as a mainstream media monitoring business, Isentia has grown to be a leading media intelligence and insights company in Australia, New Zealand and parts of South East Asia with a presence in eight markets. Headquartered in Sydney, Australia, Isentia listed on the Australian Securities Exchange in June 2014. Since its listing on the ASX, it has developed its capabilities to capture and deliver a broad mix of content through multiple proprietary SaaS platforms, including its market leading Mediaportal software, as well as its capabilities to provide value added services ("VAS") through its Insights and Daily Briefings products. Over the past 10 years, Isentia has focused on executing a highly acquisitive strategy, making acquisitions which have provided Isentia with opportunities to both expand its capabilities and enter new geographies.

Business Model

Isentia provides media intelligence services to public and private sector clients in Australia, New Zealand, and parts of South-East Asia. Isentia is a market leader in the media intelligence space in Australia, where it has over 50 per cent. market share, as well as being a leading participant in New Zealand and the locations in which it operates in parts of South-East Asia. Isentia operates two key segments: the SaaS segment which is centered around the provision of software and systems that capture, enrich, interpret and analyse data from mainstream traditional media, online and social media sources so as to deliver business-critical media intelligence to its customers; and the VAS segment, which provides bespoke insights and briefings reports to assist clients to make more informed and timely business and communications decisions and execute their media strategies.

Overview of Isentia's Data Methodology

Isentia generates its income from the provision of its SaaS platforms and VAS offerings to over 2,400 clients in APAC, with more than 70 per cent. of revenues coming from Australia and New Zealand, the balance being attributable to the company's presence in six countries in South-East Asia. Given its SaaS-led subscription-based offerings, Isentia has a high portion of recurring revenue (90 per cent. in the year ending 30 June 2020).

Isentia has enacted major changes to its management and governance structure since 2018 with a new executive team appointed in 2019 tasked with implementing a strategic plan that would help Isentia to effectively challenge the increasing competition it was seeing in its core markets of Australia and New Zealand and capture the market opportunity in parts of the South-East Asian market.

Products and Services

Isentia's business model is structured such that it has two core offerings, the SaaS platforms and additional VAS. Typically, clients purchase Isentia's SaaS platforms on a subscription fee model with contract terms of at least one year. In addition to this, customers are able to make additional purchases, either as a one-off assignment or at an incremental subscription fee, from Isentia's VAS offerings. Isentia's flagship product, Mediaportal, accounted for approximately 68 per cent. of revenue in the year ending 30 June 2020.

SaaS: Mediaportal

Isentia offers media monitoring services through a number of platforms, including its flagship product Mediaportal. The Mediaportal platform is a proprietary subscription-based software that has been continually upgraded to migrate it to the cloud and afford the customer greater and more flexible functionality. It is complemented by native mobile apps for Android and iOS devices. Mediaportal has been developed in-house and provides clients with a cloud-based workspace to review, organise, analyse and report on traditional and social media activity and includes customisable reporting and analytical tools. Mediaportal provides access to time-critical and highly relevant tailored mainstream and social media information that has been searched and filtered to the client's specific brief and information requirements. Mediaportal is central to Isentia's business model as it facilitates the adoption of Isentia's further VAS offerings such as Media Impact Analysis, Reputation Analysis and Daily Briefings.

Feeds:

Feeds provides the ability to view, organise and manage integrated media across social, broadcast, print and online sources. Feeds allows each individual user to browse coverage of interest. Each user can set up as many as ten Feeds, by specifying keywords, media types, sentiment, geographic region, media outlets, or specific contacts.

Report Builder:

Mediaportal's reporting functionality allows clients to build a range of outputs to meet organisational requirements. Reports can be created in several flexible formats (custom reports, PDF, email or plain text files). Users can select relevant coverage, add external sources and create a themed report that reflects the client's brand or campaign's colour and style.

Dashboard Analytics:

The analytics functionality in Mediaportal has been significantly updated to reflect the needs of Communications and PR professionals. The new dashboard in Mediaportal allows clients to analyse campaigns, coverage or a topic of interest. There are a wide range of templated charts, along with multiple filters (e.g. date range, location, media type, sentiment) which enable clients to analyse performance, discover the outlets influencing the story, or explore coverage in a variety of ways.

Alerts:

Mediaportal offers flexible alerts across all media. This allows clients to define how they receive specified coverage. Alerts can be created and edited in an instant, ready to send content based on client interests. One recent addition is Live Alerts, launched in 2019, which is a service providing text messages about media mentions of specified terms (e.g. a brand) in broadcast media. The product notifies clients in as little as four minutes after they have been mentioned in a broadcast, enabling clients to be aware of commentary immediately.

Journalist Database & Distribution:

Connect is Isentia's bespoke media contacts database covering print, online, radio, and television journalists. The database can be filtered by location, beat, and publication, and includes social media handles, related roles, circulation, editorial/broadcast data and topics of interest. Connect also enables clients to distribute their news and media releases to key media contacts.

VAS: Media Analysis Reports

Isentia's Media Analysis Reports is a service which leverages its extensive media monitoring capabilities, datasets and proprietary research methodologies to create in-depth assessments of clients' media impact media coverage. The reports assess the effectiveness of communications and campaigns and include analysis on the positive or negative sentiment being expressed in media coverage as well as the effectiveness of communications and campaigns. These reports are designed to enable clients to plan and evaluate their performance both on internal KPIs as well as chosen benchmarks against competitors.

VAS: Reputation Analysis

In 2019, Isentia launched its Reputation Analysis product which is designed to help organisations benchmark, strategise and measure reputation. The analysis uses an integrated framework to examine the three most important drivers of organisational reputation: strategy, culture, and delivery. All three drivers are analysed independently, and the report includes an overall RepID score on a scale of -10 to +10 which integrates the strategy, culture and delivery scores, as well as providing detailed information on performance across each driver and recommendations for improving the RepID score.

VAS: Daily Briefings

Daily Briefings is a critical snapshot of the latest news, delivered to clients by email, in a mobile friendly format. Isentia's team of editors produce an easy to read report of critical coverage from TV, newspapers, social media, online and radio to keep clients informed about media mentions of their own brand name, their executives, industry news, as well as competitor activity.

Other Products & Platforms

Isentia has recently established a data science team, tasked with creating new and innovative dashboards for clients, which go beyond the data and functionality available in its other SaaS platforms. Leveraging third-party data visualisation tools, this team has the capability to innovate quickly and act as a sandbox for new ideas, which may later be productionised in Mediaportal.

Clients in Singapore also benefit from a range of sophisticated social media analysis reports, which provide strategic insight and direction for clients. These include Trendspotting, Segmentation and Brand Impact Analysis.

Isentia also maintains several SaaS platforms in South East Asia, which came from previous acquisitions which provide clients with a variety of media monitoring and analysis tools. Local teams also leverage these tools to deliver clients a variety of reports with the objective of migrating these clients onto Mediaportal over time.

Customers

Isentia has a high-quality client base including government and leading corporates such as Nestle, Pfizer, Coca-Cola and DHL Worldwide Express.

Location and Employees

Currently, Isentia operates in eight geographical markets across Australia, New Zealand and South East Asia and has over 850 employees.

The Isentia Strategic plan

In recent years, there has been an increase in market competition with some new providers offering new technologies at sometimes a lower cost. This has resulted in Isentia's once dominant position being reduced and seen a consequential reduction in Isentia's revenue. Notwithstanding this increased competitive environment and the associated impacts on Isentia, the business retains a leading market position in its core Australian market where it still boasts an estimated 50-60 per cent. market share of the media intelligence market.

As a result of this increased competition causing a decline in revenues, the Isentia board undertook a number of strategic initiatives for growth including:

· Enhancement of the existing product suite - given its historic market leading position, limited investment had been made to Isentia's existing products and new competitors had been able to win customers with newer technologies;

· Automation of certain elements within Isentia, allowing for streamlined operations, faster speed of delivery and margin improvement; and

· Improvement to Isentia's social media offering and speed of analysis to capture the strong and growing market in South-East Asia where social is critical.

The current Isentia management team has achieved a number of milestones on this strategic plan including the automation of all press workflows, increasing the speed and reliability of core systems and the introduction of Reputation Analysis. Going forward, Isentia intends to continue working toward consolidating all its systems onto a single platform, extend its machine learning capabilities, rebuild its data pipelines, and continue to improve its user interface. The Directors of Access Intelligence believe that the combination of the businesses will allow for this technology enhancement to occur more efficiently using the combined technological know how within Isentia and Access Intelligence so as to provide a superior product suite to existing and new clients.

Overview Financial Information on Isentia

	Six months ended 31 December 2020 AUD$'m	Year ended 30 June 2020 AUD$'m	Year ended 30 June 2019 AUD$'m	Year ended 30 June 2018 AUD$'m

Revenue*	42.9	110.3	122.5	137.1
Underlying EBITDA**	5.5	24.8	23.1	33.1
Net profit after tax*	(5.9)	(10.9)	(34.3)	1.3

*Includes discontinued North Asian operations

**Underlying EBITDA represents earnings before interest, income tax expense, depreciation and amortisation adjusted to eliminate fair valued adjustments, impairment expenses, loss of disposal of assets and other said items such as restructuring costs, legal and settlement costs including costs related to the cyber incident in October 2020. In FY20 the underlying EBITDA includes an IFRS 16 impact of approximately AUD$3.9m. In FY18, underlying EBITDA has also been adjusted to exclude the impact of exited business and proceeds from a legal settlement.

As described above, in recent years Isentia has seen increased market competition including new market entrants in its core markets of Australia and New Zealand with such competitors providing new technologies at a sometimes lower cost. This, amongst other things, has resulted in a reduction in Isentia's market share and as a consequence has seen revenue and profitability reduce in the period. In addition, as further described below, the financial performance for the six month period to 31 December 2020 was impacted by a significant cyber incident which saw Isentia's key services disrupted for three to four weeks. The board of Isentia estimated that the cyber incident negatively impacted Isentia's EBIT for the half year ending 31 December 2020 by approximately AUD$4.4m through a combination of lost revenues and additional costs. As described above, certain initiatives have been commenced by Isentia management to reduce the loss of clients through the improvement of its existing product suite and also the implementation of cost saving initiatives to reduce the cost structure of the business.

Current Trading and Future Prospects

Access Intelligence

Access Intelligence announced its audited final results for the year ended 30 November 2020 on 30 March 2021, reporting the following highlights:

· The Group's revenue increased by approximately 42 per cent. to £19.1 million (2019: £13.4 million).

· Excluding Pulsar, which was acquired in H2 2019, revenue increased by 10 per cent. to £13.9 million.

· Annual Contract Value ("ACV") base increased by 21 per cent. to £21.9 million (2019: £18.1 million).

· The Group delivered an Adjusted EBITDA* of £0.7 million (2019: £0.8 million).

The Company maintained strong growth in the first quarter of 2021, with new client wins including Atom, Eli Lilly, Euromonitor, Mastercard, McLaren, Moonpig, Red Bull Racing, Sainsburys, Securitas, Shelter, Size?, Stagecoach, Unicef and UK Research and Innovation.

In a fund raising announced in December 2020, the Company raised £10.0 million (before expenses) to enhance the Group's technology and platform of products, for further geographic expansion, to continue to explore suitable acquisition opportunities and to further strengthen its Balance Sheet. During the first quarter of the current financial year, the Company appointed both a new Chief Operating Officer based in the UK and a Vice President of Sales - Americas. With the US market being a key strategic opportunity, the Company continues to build out its expanded US sales team. Whilst still early days, the Company is pleased with the engagement being seen in the US and has already managed to win contracts with excellent blue chip brands such as Eli Lilly, Twitch and Havas.

The current financial year has continued the same momentum seen by the Company during the second half of the financial year to 30 November 2020. In the six months to 31 May 2021, the Company has continued to see strong new business and renewal rates with ACV as at 31 May 2021 of approximately £24.7 million. New business sales in the period were up 47 per cent. year on year and the Company continues to see excellent upsells which increased by approximately 63 per cent. year on year. Revenue in the 5 months to 30 April 2021 is expected to be not less than £9.0m.

New client wins since the start of the current financial year include Asda, Capita, EY, Financial Times and Unicef.

Isentia

Isentia announced its unaudited interim results for the six months ended 31 December 2020 on 26 February 2021, reporting the following highlights:

· Revenue of AUD$41.8 million, down AUD$10.4m on H1 FY20 (excluding North Asia)

· Cyber incident reduced revenue by AUD$3.3m; AUD$4.4m EBIT impact in H1 FY21

· Transformation program reduces cost base; total costs down AUD$3.5m on H1 FY20

· Underlying EBITDA of AUD$5.9m, down AUD$6.9m on H1 FY20 (Underlying EBITDA is inclusive of IFRS 16 and adjusted for certain non-operating items and excludes North Asia)

· Underlying EBITDA margin of 14.1 per cent. (FY20: 24.5 per cent.) (Underlying EBITDA is inclusive of IFRS 16 and adjusted for certain non-operating items and excludes North Asia)

· Net Profit After Tax before Amortisation (NPATA) loss of AUD$5.2m (NPATA is net profit after tax before the amortisation of acquired intangibles and includes North Asia)

· New 3-year debt facility of AUD$46.6m; net debt of AUD$30.3m at 31 December 2020

In October 2020, Isentia announced that it had been subject to a cyber security incident, disrupting its services within its SaaS platform Mediaportal. As a result of the incident, Isentia's operations and financial performance were impacted which saw the key services disrupted for three to four weeks. The cyber incident is estimated to have reduced revenue by AUD$3.3m in H1 FY21 as discounts and credits were provided to affected customers. Isentia also incurred additional remediation costs, leading to a direct EBIT impact of approximately AUD$4.4m in the six months ending 31 December 2020.

The following text is taken from Isentia's interim announcement made on 26 February 2021:

"Isentia faced a number of challenges in the first half including a cyber incident that severely disrupted services in the December quarter and second waves of COVID-19 that affected operations in South East Asia. These factors, along with a highly competitive environment in Australia, led to an AUD$10.4m decline in revenue to AUD$41.8m. This was partly offset by ongoing transformation and efficiency programs which delivered an 8.9 per cent. reduction in total costs resulting in underlying EBITDA of AUD$5.9m.

The cyber incident is estimated to have reduced revenue by AUD$3.3m in H1 FY21 as discounts and credits were provided to affected customers. Isentia also incurred additional remediation costs, leading to a direct EBIT impact of approximately AUD$4.4m in the first half. The FY21 EBIT impact is expected to be AUD$7.0-8.0m, slightly below previous guidance of AUD$7.0-8.5m and encompasses both the direct and downstream effects of the incident."

Since the cyber security incident, the Board of Isentia has taken measures to ensure it improves its security and ensured that processes and controls are in place to better protect the company against such incidents.

Isentia revenue and underlying EBITDA¹ for the 11 months to 31 May 2021 from Isentia's unaudited management accounts is AUD$76.4 million and AUD$12.8 million (vs. AUD$93.9m and AUD$22.5m² for the 11 months to 31 May 2020)

Trading Update for 11 months to 31 May 2021 (Unaudited Management Accounts)

AUD$m	11 Months to May 2021	11 months to 31 May 2020
ANZ Revenue	56.9	70.5
South East Asia Revenue	19.5	23.4
Total Revenue	76.4	93.9
Total Costs	63.6	71.4
Underlying EBITDA¹	12.8	22.5

Isentia have noted that the period was impacted in part by the cyber incident in October 2020 that had an approximately AUD$3.3 million direct impact on revenue, approximately AUD$4.4 million direct impact on EBIT and an approximately AUD$4.4 million direct impact on cash. In addition, and as previously reported, the cyber incident resulted in a delay to key strategic projects which were aimed to reduce churn in the business and, as outlined in the 1H21 results presentation, this has had a consequential impact on FY21's results when compared to expectations.

In addition, Isentia has continued to face some business challenges during FY21 including continued competition in Australia and NZ which has affected customer retention and pricing, competition in Asia and ongoing COVID-19 headwinds (particularly in the South Asian markets).

1- Underlying EBITDA is inclusive of IFRS 16 and adjusts for approximately AUD$5.7m in costs associated with the transaction incurred to date, copyright tribunal related expenses, North Asia trading and closure costs, one-off costs associated with the cyber incident in October 2020 and other restructuring related expenses.

2- FY20 underlying EBITDA is inclusive of IFRS 16 and adjusts for North Asia trading and other non-operating items.

3- Year to date is for the 11 months to 31 May

Some of this information relates to past performance. Past performance is not a reliable indication of future results.

Background to, and reasons for, the Acquisition and strategy of the Enlarged Group

The Directors believe that following the Acquisition, the Enlarged Group will benefit from greater scale, a superior product offering and greater geographic reach as well as being able to benefit from business synergies available from a combination of Access Intelligence and Isentia.

Isentia's market leading position in APAC is underpinned by a sales and operational infrastructure across ANZ as well as the major South East Asian economies. A key element of Access Intelligence's strategy is to continue to expand and diversify revenues globally to complement its market leading position in Europe and growing presence in the US. The Vuelio and Pulsar products have already been proven in APAC and the Middle East, with blue-chip customers in these regions. Isentia's current product portfolio is limited to media monitoring, entry-level social listening and manual insights, and this represents significant cross-sell and up-sell opportunities for Vuelio's wider communications campaign management platform and influencer database, as well as Pulsar's advanced audience analysis and social media intelligence. Isentia recognises that its existing social offering is limited and as a result Isentia and Access Intelligence are already working together on potential opportunities to provide Access Intelligence's Pulsar offering to Isentia's existing customer base.

The Acquisition represents an opportunity to scale Access Intelligence's sales infrastructure across eight countries in Asia. This is an ideal platform for cross-selling opportunities of the Pulsar audience intelligence and social listening platform. APAC is the fastest growing market for social media analytics, with a projected CAGR of 33.2 per cent. between 2019 and 2024, rising from US$1.4bn to US$6bn. In contrast to consumer adoption, the Directors believe that Isentia's existing product is underinvested to meet the growing sophistication of marketing communication professionals in the region.

The Enlarged Group's strategy will be to seek to capitalise on its leading position as a provider of SaaS solutions for the PR, communications and marketing industries. The Board of Access Intelligence's strategic vision is to apply technology and insight to transform the relationships between business, media, government and the public through the provision of a next-generation intelligence marketplace.

The Enlarged Group will be able to offer its target market a broader suite of technology products serving the traditional and social media monitoring markets and strong analytic capabilities providing cross-selling and upselling opportunities amongst Isentia's 2,400 customers and Access Intelligence's 3,500 customers with limited cross over between them.

Integration Plan

The Company has developed a comprehensive plan which aims to ensure the success of the Acquisition and the engagement of both businesses in delivering their respective targets. Whilst the intention is to integrate certain functions of the Enlarged Group, as described below, given the geographic locations of both businesses and the regional strength of the Isentia brand, it is the intention to continue to operate as two entities with each respective brand remaining in use but with the opportunity to leverage off each company's expertise and technology product range.

It is the intention that Joanna Arnold, CEO of the Company, will be relocating to Australia for a minimum of twelve months in order to oversee the initial and key stages of integration post Implementation of the Acquisition. The Board has identified a number of areas for integration, with a particular focus on collaborating sales processes, merging key parts of the technology platforms and aligning critical systems and processes, including the automation of a number of Isentia's services and products.

The Company's integration plan includes the establishment of a central integration management office ("IMO"), supported by third party engagement to define best practices, governance and execute the integration plan. The IMO will be governed by a combined board of executives taken from both Isentia and Access Intelligence with additional engagement from Access Intelligence and Isentia's senior management team. The IMO will oversee the four core workstreams:

· Communications and brand

· People and culture

· Value drivers and cost synergies

· Back office support systems

Certain key items identified by the Board that is expected to aid successful integration of the businesses include:

Sales/Product Launch: The Board has identified a number of areas within the existing Isentia product suite and sales systems that can be enhanced and integrated. This includes analysing where there might be gaps within Isentia's existing features and content, alongside mapping Isentia's sales systems and processes. Once complete, the Board will have a greater understanding of the operational efficiencies and changes that can be made to bring these in line with those at Access Intelligence.

Product/Go-to-market: As described, the Board believes that the Pulsar offering will be well received in the APAC region, similarly that Isentia's Insights offering will be additive to Access Intelligence's existing European and US customers and the market as a whole. It is the Board's intention to launch these products in the respective regions during the course of Q4 2021. The launch of these products in the respective markets will also require building out the product sales and support teams in the respective regions.

The Board believes Isentia's Insights offering can be further enhanced through the inclusion of the Company's Pulsar social listening solution. This integration will enable Isentia to offer a greater depth of audience analysis to existing customers, which the Board believe will aid customer retention, and which will also prove an additive value proposition when originating new business.

Automation: The Board has identified a number of services and products which Isentia offers that the Board intends to automate across research, content, and the order-to-cash (finance) systems.

Research: Automation of key activities in the fabrication of Isentia's Media Insight reporting business, that are currently produced manually, which will also increase the depth and quality offered. The automation plan is forecast to complete within six months of the Acquisition Completing, at which point the Board believes that it will begin to realise annual synergies.

Content: Shortly after the Acquisition, Access Intelligence intends to review Isentia's media feeds (including print, online and broadcasting content) with the intention of rationalising data suppliers across both companies and adopting more automated approaches across the regional data streams within 12 months.

Assuming that the Company successfully automates these services and products, it expects to proceed to develop a combined social listening and media monitoring solution with access to global social and media data, whilst still preserving best-in-class solutions for Media Monitoring with regional content, and the Directors anticipate that this will be complete within 24 months of the Acquisition Completing.

Finance & Order-to-Cash : The Company has also identified a number of back-office processes within Isentia that require updated systems and processes, including within the finance systems, and the order-to-cash process as a whole. As the Company demonstrated in the acquisition of ResponseSource and Pulsar, moving the accounting and finance of Isentia onto the same software will produce a more efficient reporting system that will provide management with enhanced and more granular management information. It is expected that this will be complete within nine months of the Acquisition concluding.

In addition, Access Intelligence believes that there are excellent opportunities to align the approach being taken by the respective sales teams within Isentia and Access Intelligence and the approach to the delivery of client service, cross-selling and up-selling opportunities.

Integration Synergies

On completion of the Acquisition, it is intended that the Enlarged Group will remain headquartered in London. The Directors expect the Enlarged Group to achieve certain immediate synergies pursuant to the Acquisition, including, but not limited to, ASX listing fees, which total approximately AUD$1.5m which it would expect to be delivered within the first six months of the Acquisition completing. The Board believes that there are further synergies that can be realised as the benefits of the integration plan set out above, including the ongoing automation of Isentia's technology, are delivered.

The Enlarged Group will benefit from corporate level synergies, by structuring the Enlarged Group as a singular listed vehicle as described above. The Board will also look at the opportunities available to create further efficiencies from its data suppliers by negating the need to duplicate providers whilst also accelerating plans to improve automation within the Group, especially amongst regional data streams. The Board anticipates that the Enlarged Group will require a reduced property footprint as automation initiatives are implemented with the Enlarged Group seeking to focus on a key central hub to support the Enlarged Group's client and internal administrative activities.

Finally, given the complementary nature of the Isentia and Access Intelligence product offering and Access Intelligence's experience of the benefits that can be delivered by adding new capabilities into its suite of products, the Board of Access Intelligence also believe that the Acquisition will create possible revenue synergies as it leverages the cross-sell and up-sell of products and new sales across its enlarged customer base.

Competition and the Market

Market opportunity

The strategic direction for Access Intelligence is derived from the Board's strong belief that macro business and socioeconomic trends are rapidly changing the communications landscape. These include the fragmentation of traditional media, the exponential take-up of social media and the increasingly direct link that company reputation has with share price performance and customer engagement.

The Board of Access Intelligence believe that the global marketing industry is growing and undergoing rapid transformation that is driven by technology, the proliferation of marketing channels and influencers and the convergence between PR and communications and the broader marketing sector. This is seen most clearly with the exponential growth in social media and content marketing that deploy earned media tactics most in common with traditional PR. Marketing spend in these disciplines increasingly outperforms other tactics leading to 71 per cent. of marketeers planning to increase earned media spend compared to owned and paid media. The Board of Access Intelligence believe that companies today need a 'single' live view of who is important to their customers and reputation, including understanding when and how to engage with their customers. This insight is increasingly important to brand strategists who use media, political and influencer insight, monitoring and analysis, not only to define marketing delivery but also to test market messaging and determine returns on investment.

Together, these trends have combined to lead to forecasts that the US$1.7tn (PWC/Redburn:2019) global marketing industry will increase spend on marketing technology software by 27 per cent. between 2018 and 2022 (Forrester: 2018). In particular, the growth in social media and content marketing is leading to increased spend on social media analytics which according to analysts is expected to grow from US$3.6 billion in 2020 to US$15.6 billion in 2025 at a CAGR of 34.1 per cent.

The Group meets this challenge by providing next generation marketing intelligence that improves marketing and communications strategy; reputation management; stakeholder and customer engagement. The Group stays ahead of market change by investing in people and technology to accelerate the development of product and data insights, crucial for marketing and communications decision makers to understand where audiences exist, what content is resonant, and how to manage reputation and maximise brand profile now and in the future.

The Access Intelligence strategy is to integrate technologies with human insights to create a next generation marketing intelligence platform that removes inefficiency and improves the effectiveness of information flows between organisations, government, media and the public. It will power open, real-time communication between a trusted network of opinion leaders from education, business, government, media to influencers who in turn are able to reengage with communities disenfranchised by fake news and spam. The result will be a collaborative communications industry built on trusted insight and an expanding network of connections, new and established.

The leadership team of Access Intelligence believe organisations are challenged by 'information overload' where finding credible, expert information is increasingly difficult as is identifying who is most influential on a topic or to a business.

Market dynamics

The marketing communications ("marcoms") industry can be attributed to four disciplines of business:

· Earned media - the organic development of positive attention received from external sources;

· Owned media - organic content that is solely controlled by the creator;

· Paid media - exposure gained through payment for access to a platform or space; and

· Shared media - user-generated content and social media.

The Directors believe that the marcoms industry is experiencing strong structural tailwinds, accelerating market growth across all four product disciplines. The application of complex data analytics softwares and the development of nascent methodologies is further converging disciplines. As the marcoms industry sees a converging of disciplines between earned, shared, owned and paid media, so do the estimated market sizes across the sector continue to grow. The global communications software market is expected to grow to US$10.8bn by 2023 whilst the increasing use of social media is seeing an accelerated growth in the global social media analytics industry software market and is expected to grow from US$4.7bn in 2019 to US$19.3bn in 2024. The convergence of earned, shared, owned and paid media is driving demand for more sophisticated and comprehensive analytics solutions designed for untangling the causation and correlation of stories and engagements both online and offline.

To explain the complex relationships between stories and engagements a four part framework involving Identification, Engagement & Distribution, Analysis and Monitoring can be applied. Access Intelligence has broken this down further into twelve product areas which are covered by the Access Intelligence suite of solutions, so as to simplify the varied dynamics and complexity of a customer's requirements.

Competitive landscape

There are a number of competitors that provide technology propositions to the PR, communications and marketing sector but they are typically single point solutions rather than addressing the need of delivering a 360 degree, real time view of reputation. The Access Intelligence leadership team believe its integrated proposition is unique in addressing the reputation, influencer and monitoring needs that organisations will increasingly have.

The Company believes that few organisations in the sector have global operations and larger competitors are still receiving a majority of revenue from traditional operations such as press release distribution and print media monitoring. The Board believes that its main competitors across the key geographies in which it operates include, but are not limited to, the following:

Americas: Cision, Meltwater, Sprinklr, Agility, Netbase and Brandwatch.

EMEA: Cision, Kanta, Unicepta, Sprinklr, CARMA, Agility, Netbase, Brandwatch, Dods, DeHavilland and Signal

APAC: Isentia, Meltwarer, Cision, Kantar and Streem

The Directors believe that a number of the Group's competitors provide single-point solutions to the PR or marketing industries. Smaller, more local competitors often provide more focused solutions in areas such as political monitoring, stakeholder management or newsroom creation. The Board believes that this single point solution approach fails to meet the increasing demands of the PR and marketing sector and global brands which require a full, real-time view of reputation that spans both disciplines.

Summary terms of the Acquisition and the Scheme

It is intended that the Acquisition will be effected by a Court approved scheme of arrangement between Isentia and Isentia Shareholders (other than Excluded Isentia Shareholders) under Part 5.1 of the Corporations Act. The Company has reserved its right to implement the Acquisition by way of a Takeover Offer in certain circumstances if needs be, though this is not the Company's present intention and if this were to occur this would be subject to Australian law considerations.

The purpose of the Scheme is to enable the Company (through its Australian subsidiary Vuelio Australia Pty Limited which is currently intended to act as the bidder for the Acquisition) to become the owner of the whole of the issued share capital of Isentia as at the Scheme Implementation Date (other than any Isentia Shares it owns at that date). The Acquisition is conditional on the Scheme becoming Effective no later than the End Date.

Under the Scheme, the Isentia Shares will be transferred to the Company in consideration for which the Isentia Shareholders (other than Excluded Isentia Shareholders) will receive the cash consideration (details of which are set out below).

The Acquisition will be subject to the satisfaction (or where applicable, waiver) of the Scheme Conditions and certain further terms summarised below and which will be set out in full in the Scheme Booklet.

The Acquisition is conditional, inter alia, on:

· approval of the Scheme by Isentia Shareholders (other than Excluded Isentia Shareholders) at the Isentia Shareholder Meeting;

· the passing of the Resolutions numbered 1-3 by Access Intelligence Shareholders at the General Meeting;

· approval of the Court;

· Isentia continuing to operate its business in the ordinary course and no material change to its business occurring between the date of the Scheme Implementation Deed and 8.00am on the Second Court Hearing; and

· the parties' respective warranties being true and correct in all material respects on the date of Scheme Implementation Deed and at 8.00am on the day of the Second Court Hearing.

Pursuant to the Scheme Implementation Deed, should the Resolutions numbered 1-3 not be passed by Access Intelligence Shareholders, Access Intelligence will be obliged to pay to Isentia a break fee of AUD$500,000.

In addition to and separately from the Scheme, on 15 June 2021 Vuelio Australia Pty Ltd and Spheria Asset Management Pty entered into a share purchase agreement whereby Vuelio Australia Pty Ltd agreed to purchase 39,708,447 fully paid ordinary shares in Isentia Group Limited from Spheria Asset Management Pty for an aggregate purchase price of A$6,948,978.22. Completion of the sale and purchase is not conditional on Re-Admission and shall occur immediately after the execution of the agreement.

Consideration

Under the terms of the Scheme, Isentia Shareholders (other than Excluded Isentia Shareholders) will be entitled to receive:

AUD$ 0.175 for each Isentia ordinary share in issue as at the Scheme Record Date

valuing the entire issued and to be issued share capital of Isentia at approximately AUD$35.6 million (£19.4 million).

The consideration for the Acquisition is being satisfied by part of the proceeds of the Fundraising. Pursuant to the terms of the Scheme, the consideration for the Acquisition needs to be received in cleared funds by the receiving agents prior to the Scheme Implementation Date. The consideration will be paid to Isentia Shareholders (other than Excluded Isentia Shareholders) on the Scheme Implementation Date.

As the Acquisition will see the Company acquire the Isentia Group, the Acquisition also means that the Company will acquire the Isentia Group's existing senior debt and other indebtedness. The Company will procure the repayment of Isentia's senior debt and other indebtedness as soon as is practicable following Implementation of the Acquisition which it intends to do out of the proceeds from the Fundraising.

Australian court process for the Scheme

First Court Hearing

At the First Court Hearing, Isentia will apply to the Court for an order approving the Isentia Shareholder Meeting to be held.

Isentia Shareholder Meeting

At the Isentia Shareholder Meeting, Isentia Shareholders (other than Excluded Isentia Shareholders) will be asked to consider and vote in favour of the Scheme.

The Scheme will only be binding upon Isentia Shareholders (other than Excluded Isentia Shareholders) if the resolution is passed by:

· a majority in number of Isentia Shareholders in that class, present and voting either in person or by proxy; and

· 75 per cent. of the total number of votes cast by the Isentia Shareholders in that class, present and voting either in person or by proxy.

It is presently envisaged that there will only be one class of Isentia Shareholder. If either of the limbs above is not satisfied, the Scheme will fail. However, the Court has the power to dispense with the first limb.

Second Court Hearing

Even if Isentia Shareholder approval for the Scheme is obtained at the Isentia Shareholder Meeting and all other conditions relating to the Scheme have been satisfied or waived, the Scheme can only become binding if it receives approval from the Court at the Second Court Hearing.

The Court has a general discretion whether to approve the Scheme. In deciding whether to approve the Scheme, the Court must satisfy itself, among other things, that:

· the Scheme has been approved by the requisite majority of properly informed Isentia Shareholders;

· the majority of Isentia Shareholders have acted in good faith and not in pursuit of some illegitimate purpose; and

· the Scheme is sufficiently fair and reasonable that an intelligent and honest person, acting alone in respect of their interests as a shareholder, might approve the scheme; and either:

o ASIC has issued a letter stating that it has no objection to the scheme; or

o if ASIC does not issue a no objection letter, the Scheme has not been proposed for the purpose of any person avoiding the operation of any of the takeover provisions in the Corporations Act.

If the Court satisfies itself in respect of the necessary considerations (summarised above), an order approving the Scheme will be issued.

Scheme becoming Effective

The Scheme will become Effective and will be binding on Isentia and Isentia Shareholders once a copy of the court order approving the Scheme is lodged with the Australian regulator, ASIC.

Implementation

Between the Effective Date and the Implementation Date, Isentia will close the Isentia Share Register and ascertain which Isentia Shareholders (other than Excluded Isentia Shareholders) are registered as such as at the Scheme Record Date.

On the Implementation Date, provided the Scheme Consideration has been received in accordance with the terms of the Scheme:

· all of the Isentia Shares other than those held by Access Intelligence will be transferred to Access Intelligence; and

· the Scheme Consideration will be delivered to Isentia Shareholders (other than Excluded Isentia Shareholders) registered as such as at the Scheme Record Date.

Delisting from the ASX

Following Implementation of the Scheme, Isentia will, at the direction of Access Intelligence, apply for the termination of the official quotation of Isentia Shares on the ASX and for Isentia to be removed from the official list of the ASX, each to occur on a date after the Implementation Date to be determined by Access Intelligence.

General

The Scheme will be governed by the laws of New South Wales, Australia and will be subject to the non exclusive jurisdiction of the courts of New South Wales, Australia.

Details of the Fundraising and Use of Proceeds

The Fundraising

Under the terms of the Placing Agreement, finnCap has conditionally placed 39,847,658 Placing Shares at the Placing Price by way of a non-pre-emptive placing to institutional and other investors. The Placing is expected to raise gross proceeds of approximately £47.8, before expenses.

In addition to this, the Company has entered into the Subscription Letter pursuant to which 1,819,009 Subscription Shares have been subscribed for at the Placing Price. The Subscription is expected to raise gross proceeds of approximately £2.2m, before expenses.

The aggregate gross proceeds of the Fundraising are expected to be approximately £50.0m, before expenses.

The Placing Price of 120 pence per Fundraising Share represents a discount of approximately 10.8 per cent. to the closing mid-market price of 134.5 pence per Ordinary Share on 11 June 2021, being the latest practicable date. The Fundraising Shares will, in aggregate, represent approximately 32.5 per cent. of the Enlarged Issued Share Capital following Fundraising Admission (excluding the 2,966,666 Ordinary Shares held in treasury and assuming full take up under the Retail Offer). The Fundraising Shares will be issued credited as fully paid and will be identical to and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Fundraising Admission. Neither the Placing nor the Subscription are being underwritten.

As noted above, pursuant to the requirements of an acquisition by way of a scheme of arrangement in Australia, the consideration for the Acquisition needs to be received by the receiving agent before the Scheme Implementation Date. Therefore, Fundraising Admission will occur after the Effective Date but approximately six Business Days before the Acquisition completes on the Scheme Implementation Date. Nevertheless, if the Scheme is approved at the Second Court Hearing, there will be no conditions to the Acquisition remaining other than the payment of the consideration to the Isentia Shareholders which occurs on the Scheme Implementation Date.

Application will be made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM. It is expected that Fundraising Admission will become effective in respect of, and that dealings in the Fundraising Shares on AIM will commence at 8.00 a.m. on 23 August 2021.

The Placing is conditional, among other things, upon:

i. the Resolutions to be proposed at the General Meeting being passed without amendment;

ii. as at 8.00 a.m. on the date of the Second Court Hearing, the Scheme of Arrangement becoming unconditional;

iii. compliance by the Company in all material respects with its obligations under the Placing Agreement;

iv. the Subscription becoming unconditional; and

v. Fundraising Admission becoming effective on or before 23 August 2021 or such later date as the Company and finnCap may agree but in any event not later than 15 December 2021.

The Subscription Letter is conditional, inter alia, upon, the passing of the Resolutions without amendment, the Placing becoming unconditional and Fundraising Admission taking place on or before 23 August 2021 or such later date as the Company and finnCap may agree but in any event not later than 15 December 2021.

The Placing Agreement contains customary warranties given by the Company and the Directors to finnCap as to matters relating to the Enlarged Group and its business and a customary indemnity given by the Company to finnCap in respect of liabilities arising out of or in connection with the Proposals. finnCap is entitled to terminate the Placing Agreement in certain limited circumstances prior to Fundraising Admission, including circumstances where any of the warranties are found to be materially untrue, inaccurate or misleading or the occurrence of certain force majeure events.

The Fundraising Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Use of proceeds

The net proceeds of the Fundraising of approximately £50.0m will be used as follows:

· Approximately £19.4m will be used to pay the Acquisition consideration payable to Isentia's shareholder under the terms of the Acquisition;

· Approximately £24.4m will be used to repay all of the outstanding drawn down debt within Isentia as at the date of Implementation which is estimated to be approximately AUD$44.8m;

· Approximately £1.6m will be used to repay the CBILs facility, entered into in December 2020 as following the Acquisition the Company will no longer be eligible for the CBILs scheme; and

· the remaining balance will be used to provide additional working capital for the Enlarged Group.

Given the period of time between the signing of the Scheme Implementation Deed and the Scheme Implementation Date, the Company is putting in place a hedging facility as the Acquisition consideration and the repayment of Isentia's indebtedness is in Australian dollars and the Fundraising is in pound sterling.

The Retail Offer

The Retail Offer is being arranged by PrimaryBid through the PrimaryBid platform (https://primarybid.com) and the other terms and conditions of the Retail Offer will be made available to Retail Offerees on the PrimaryBid platform. The maximum amount (before expenses) which may be raised pursuant to the Retail Offer will be £2.0 million (before expenses). All information provided in relation to the Retail Offer in the admission document is for information purposes only and Retail Offerees are being provided with a separate document setting out the terms of the Retail Offer.

The Retail Offer may raise up to approximately £2.0 million (before commission and expenses). The Retail Offer is not conditional on the Fundraising or the Acquisition and is being undertaken to facilitate potential retail participation in the Company. The new Ordinary Shares to be issued under the Retail Offer will represent approximately 1.9 per cent. of the enlarged share capital on Retail Offer Admission, assuming maximum take-up under the Retail Offer and excluding the 2,966,666 Ordinary Shares held in treasury. The new Ordinary Shares will be issued credited as fully paid and will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared paid or made after Retail Offer Admission. The Retail Offer Shares are being issued under the Company's existing authorities granted at the Company's Annual General Meeting held on 13 May 2021 and it is expected that the Retail Offer Admission will occur on 21 June 2021.

The proceeds of the Retail Offer will be used for working capital purposes for the Company.

Directorate Appointment

The Company has today appointed Katie Puris to its Board as Non-Executive Director with immediate effect.

Katie is the Managing Director of Global Business Marketing for TikTok, where she leads a creative marketing team and drives awareness of TikTok's innovative digital marketing solutions that give brands and marketers the tools to be creative storytellers and challenge the status quo. Prior to TikTok, Katie spent 20 years in leadership roles at Facebook, Google and BBDO, building partnerships with the world's leading brands and agencies. Katie serves on the board of two education-based non-profits - the Windward School, supporting children with learning disabilities, and Hudson Link, providing higher education to incarcerated men and women.

Director Participation and Related Party Transactions

The following Directors will subscribe for an aggregate of 62,499 Placing Shares as set out below:

Name	Role	Existing Shareholding	Existing Shareholding %	Number of Placing Shares subscribed for in the Placing	Resultant shareholding	Result shareholding %*

Mark Fautley	CFO	62,828	0.07%	8,333	71,161	0.06%
Christopher Satterthwaite	Chairman	77,632	0.09%	12,500	90,132	0.07%
Chris Pilling	Non-Executive Director	25,000	0.03%	25,000	50,000	0.04%
Sarah Vawda*	Non-Executive Director	nil	nil	16,666	16,666	0.01%

*Shares held by Vawda Associates, a company wholly owned by Sarah Vawda

*Assumes full take up of the Retail Offer Shares under the Retail Offer and excludes the 2,966,666 Ordinary Shares held in treasury

Kestrel Partners LLP ("Kestrel") and Canaccord Genuity Group Inc ("Canaccord") have agreed to subscribe for, respectively, 8,750,000 and 3,333,333 Placing Shares pursuant to the Placing. Kestrel and Canaccord are both related parties of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders holding 10 per cent. or more of the Existing Ordinary Shares. The Board consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Kestrel and Canaccord are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, the issue of Placing Shares to the Participating Directors constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company. Joanna Arnold and Katie Puris being the independent directors for this purpose, consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Placing with the Participating Directors are fair and reasonable insofar as the Company's shareholders are concerned.

Irrevocable Undertakings and Letters of Intent

The Company has received the following irrevocable undertakings from the following Directors and certain other Shareholders to vote in favour of the Resolutions in respect of the following number of Ordinary Shares:

Name	Number of Ordinary Shares	% of voting rights

Christopher Satterthwaite	77,632	0.09%
Joanna Arnold	745,538	0.88%
Mark Fautley	62,828	0.07%
Chris Pilling	25,000	0.03%
Kestrel Partners LLP	21,447,433	25.33%
Gresham House Asset Management	6,258,572	7.39%
Chelverton Asset Management	5,791,327	6.84%

In addition, the Company has received non-binding letters of intent to vote in favour of the Resolutions in respect of 27,499,077 Ordinary Shares.

In aggregate, therefore, the Company has irrevocable undertakings and non-binding letters of intent to vote in favour of the Resolutions in respect of 61,907,407 Ordinary Shares representing approximately 73.1 per cent of the Issued Share Capital.

Share Option Scheme and Long-Term Value Creation Plan

The Company currently has in place the Share Option Scheme under which it has granted both EMI Options and NTA Options. On Re-Admission, Options will be outstanding over a total of 5,820,399 Ordinary Shares, of which 2,000,000 Options will be held by Directors.

The Board intends to put in place the Long-Term Value Creation Plan following Implementation of the Acquisition. The Long- Term Value Creation Plan is intended to assist with the retention and motivation of key employees of the Enlarged Group with the aim of incentivizing and rewarding exceptional levels of performance over a four year period. The Long-Term Value Creation Plan will provide the potential for rewards for executive directors only if shareholders benefit from sustained share price growth over a four year period.

General Meeting

A notice convening a General meeting of the Company, to be held at 10.00 a.m. on 9 July 2021 will be sent to Shareholders alongside and admission document to approve the relevant resolutions.

Regulatory Disclosures

In accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies, Katie Ellen Puris (nee Riccio), aged 48, is, or has been within the last five years, a director or partner in the following companies and partnerships:

Current directorships and partnerships

Past directorships and partnerships held within the last five years

The Windward School

Hudson Link for Higher Education in Prison, Inc.

N/A

In August 1997, Katie entered voluntary insolvency proceeding in Maryland USA with outstanding debts of approximately US$10,000 owed to credit card companies. The insolvency proceedings were closed in December 1997 following a final decree from the courts in Maryland.

Katie does not have an interest in any Access Intelligence shares. There is no other information required to be disclosed under Rule 17 and Schedule 2(g) of the AIM Rules for Companies.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of the admission document	15 June 2021
Expected time and date of the Retail Offer Admission	8.00 a.m. on 21 June 2021
CREST accounts credited with the Retail Offer Shares	8.00 a.m. on 21 June 2021
Dispatch of definitive share certificates for the Retail Offer Shares	Within 10 business days of Retail Offer Admission
Latest time and date for receipt of completed Forms of Proxy	10.00 a.m. on 7 July 2021
General Meeting	10.00 a.m. on 9 July 2021
Expected time and date of Fundraising Admission	8.00 a.m. on 23 August 2021
CREST accounts credited with the Placing Shares and Subscription Shares (where applicable)	8.00 a.m. on 23 August 2021
Dispatch of definitive share certificates for Placing Shares and Subscription Shares (where applicable)	Within 10 business days of Fundraising Admission
Expected date for Implementation of the Acquisition	1 September 2021
Cancellation of trading on AIM of the Enlarged Share Capital	7.00 a.m. on 2 September 2021
Re-Admission effective and dealings in the Enlarged Share capital commence on AIM	8.00 a.m. on 2 September 2021

Note:

Save in relation to the date on which the admission document is published and in relation to the Implementation of the Acquisition as set out below, each of the dates in the above timetable is subject to change at the absolute discretion of the Company and finnCap without further notice.

All times are London times unless otherwise stated.

FUNDRAISING STATISTICS

Placing Price

120 pence

Issued Share Capital*

84,679,849 Ordinary Shares

Number of Retail Offer Shares

Up to 1,666,667

Issued share capital post the Retail Offer**

86,346,516

Number of Placing Shares pursuant to the Placing

39,847,658

Number of Subscription Shares pursuant to the Subscription

1,819,009

Englarged Issued Share Capital on Fundraising Admission**

128,013,183

Market Capitalisation of the Company immediately following Fundraising Admission at the Placing Price**

£153.6 million

Fundraising Shares as a percentage of the Enlarged Issued Share Capital**

32.5 per cent.

Gross proceeds of the Fundraising

£50.0 million

ISIN

GB00BGQVB052

AIM Symbol

ACC

Legal Entity Identifier

213800PPZ4ZM80MHGT41

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

**Excludes the 2,966,666 Ordinary Shares held in treasury and assumes full take up of the Retail Offer Shares under the Retail Offer

DEFINITIONS

The following definitions apply unless the context otherwise requires:

"Acquisition"	the proposed acquisition of the entire issued share capital of Isentia Group Limited (other than any Isentia Shares held by the Company) as contemplated by the Scheme Implementation Deed
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"AIM Rules for Companies"	the London Stock Exchange's rules and guidance notes contained in its "AIM Rules for Companies" relating to the nominated advisers to companies who securities are traded on AIM, as amended from time to time
"Articles"	the Existing Articles or the New Articles as appropriate
"ASIC"	the Australian Securities and Investment Commission
"ASX"	the Australian Securities Exchange
"Australian Business Day"	a day that is not a Saturday, Sunday or a public holiday or bank holiday in Sydney, New South Wales
"Board" or "Directors"	the current directors of the Company
"Business Day"	a day on which the London Stock Exchange is open for business in London
"Company" or "Access Intelligence"	Access Intelligence Plc, a company incorporate in England and Wales with company number 04799195 and its subsidiaries
"Corporations Act"	the Corporations Act 2001 (Cth) (Australia), as amended from time to time
"Court"	the Federal Court of Australia
"CREST"	the Relevant System (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertified form in respect of which Euroclear is the Operator (as defined in the Crest Regulations)
"CREST Proxy Instruction"	the form of appointment of proxy to vote through the Euroclear system
"EEA"	the European Economic Area
"Effective"	in the context of the Acquistion, the company into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to that Scheme
"Effective Date"	the date on which the Scheme becomes Effective
"EMI Options"	options to acquire Ordinary Shares intended to qualify as enterprise management incentive Options granted under the Share Option Scheme
"End Date"	the date on which the Scheme must become unconditional and effective, failing which it will lapse, being the date that is 6 months from the date of the Scheme Implementation Deed, or such later date as the Company and Isentia may agree
"Enlarged Group"	the Group as enlarged by the Acquisition
"Enlarged Issued Share Capital"	the Enlarged Share Capital excluding the 2,966,666 Ordinary Shares held in treasury
"Enlarged Share Capital"	the Ordinary Shares which shall be in issue at Re-Admission, Comprising the Existing Ordinary Shares, the Retail Offer Shares and the Fundraising Shares
"ESMA"	the European Securities and Markets Authority
"EU"	the European Union
"Euroclear"	Euroclear UK & Ireland Limited, a company incorporated in England and Wales with registered number 02878738
"Excluded Isentia Shareholder"	any Isentia Shareholder who is a member of the Company group or any Isentia Shareholder who holds any Isentia Shares on behalf, or for the benefit of, any member of the Company group and does not hold Isentia Shares on behalf of, or for the benefit of, any other person
"Existing Articles"	the existing articles of association of the Company
"Existing Ordinary Shares"	the 87,646,515 issued Ordinary Shares of the Company as at the date of this announcement (including the 2,966,666 Ordinary Shares held in treasury)
"FCA"	the Financial Conduct Authority
"finnCap"	finnCap Limited, nominated adviser and broker to the Company
"First Court Hearing"	the first court hearing held in accordance with Part 5.1 of the Corporations Act
"Form of Proxy"	the form of proxy accompanying the admission document for use by Shareholders at the General Meeting
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time
"Fundraising"	together the Placing and the Subscription
"Fundraising Admission"	the admission of the Fundraising Shares to trading on AIM, expected to be on 23 August 2021
"Fundraising Shares"	the Placing Shares and the Subscription Shares
"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 9 July 2021 (and any adjournment of such meeting) at Riverbank House, 2 Swan Lane, London EC4R 3TT, notice of which is set out at the end of the admission document
"Group"	the Company and its subsidiaries
"IFRS"	international Financial Reporting Standards as adopted by the EU
"Implementation" or "Scheme Implementation Date"	the date on which the Acquisition is implemented in accordance with the terms of the Scheme Implementation Deed
"Isentia"	Isentia Group Limited, a company incorporated in Australia with its registered office at Level 3, 219-241 Cleveland Street, Strawberry Hills, NSW 2012, Australia
"Isentia Group"	Isentia and its subsidiaries
"Isentia Share"	a fully paid ordinary share in the capital of Isentia
"Isentia Share Register"	the register of members of Isentia maintained by or on behalf of Isentia in accordance with section 168(1) of the Corporations Act
"Isentia Shareholder Meeting"	a meeting of Isentia Shareholders (other than Excluded Isentia Shareholders) convened by the Court in order to consider and vote on the Scheme
"Isentia Shareholders"	the persons who are registered in the Isentia Share Register as a holder of a fully paid ordinary share in the capital of Isentia
"ISIN"	International Securities Identification Number
"Issued Share Capital"	the 84,679,849 Ordinary shares with voting rights (excluding the 2,966,666 Ordinary Shares held in treasury)
"London Stock Exchange"	London Stock Exchange Plc
"Long-Term Value Creation Plan"	the long term value creation plan to be adopted by the Company
"MAR"	the Market Abuse Regulation (EU) (596/2014) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, the London Stock Exchange, the FCA and ESMA) as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended
"New Articles"	the proposed new articles of association of the Company to be approved at the General Meeting
"NTA Options"	Options to acquire Ordinary Shares granted under the Share Option Scheme which are non-tax advantaged Options
"Official List"	the Official List of the FCA
"Options"	EMI Options and NTA Options
"Ordinary Shares"	the ordinary Shares of £0.05 each in the capital of the Company
"Participating Directors"	the Directors participating in the Placing, being Christopher Satterthwaite, Mark Fautley, Chris Pilling and Sarah Vawda
"Placees	the subscribers or purchasers of Placing Shares pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares by finnCap as agent for the Company at the Placing Price pursuant to the Placing Agreement
"Placing Agreement"	the conditional placing agreement dated 14 June 2021 between (i) the Company; (ii) the Directors; and (iii) finnCap relating to the Placing
"Placing Price"	120 pence per Fundraising Share or Retail Offer Share
"Placing Shares"	39,847,658 new Ordinary Shares to be issued to Placees at the Placing Price pursuant to the Placing
"PrimaryBid"	PrimaryBid Limited, a company incorporated in England and Wales with registered number 08092575
"Proposals"	the Placing, the Subscription, the Acquisition and Re-Admission,
"Prospectus Regulation Rules"	the prospectus regulation rules made by the FCA pursuant to sections 73(A)(1) and (4) of FSMA
"Re-Admission"	the re-admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with Rule 6 and Rule 14 of the AIM Rules for Companies
"Registrars"	Neville Registrars Limited, the Company's registrars
"Resolutions"	the resolutions to be proposed at the General Meeting
"Restricted Jurisdiction"	any jurisdiction where distribution of the admission document would violate the laws of that jurisdiction including but not limited to the US, Australia, Canada, Japan and the Republic of South Africa
"Retail Offer"	the offer of up to 1,666,667 Retail Offer Shares to be issued and/or sold to Retail Offerees at the Placing Price
"Retail Offer Admission"	admission of the Retail Offer Shares to trading on AIM
"Retail Offerees"	PrimaryBid's clients, as such PrimaryBid may determine to accept applications in the Retail Offer from, in each case resident in the U.K
"Retail Offer Shares"	up to 1,666,667 new Ordinary Shares to be issued under the Retail Offer
"Scheme"	the scheme of arrangement proposed to be made under Part 5.1 of the Corporations Act between Isentia and Isentia Shareholders (other than Excluded Isentia Shareholders) to implement the Acquisition, with or subject to any modification thereof or addition thereto or condition approved or imposed by the Court and agreed by the Company and Isentia
"Scheme Booklet"	the document to be sent by Isentia to the Isentia Shareholders (other than Excluded Isentia Shareholders) of which the Scheme forms part
"Scheme Conditions"	the conditions to Implementation of the Scheme and further terms of the offer, as set out in the Scheme Implementation Deed as well as the Scheme Booklet and "Condition" means any one of them
"Scheme Consideration" or Considerations"	AUD$0.175 per Scheme Share
"Scheme Implementation Deed"	the scheme implementation deed dated on or around the date of this announcement between the Company and Isentia and relating, amongst other things, to the Implementation of the Acquisition
"Scheme Record Date"	in respect of the Scheme, 5.00 p.m. Sydney, Australia time on the third Australian Business Day (or such other Australian Business Day as the Company and Isentia agree in writing) following the Effective Date
"Scheme Share"	an Isentia Share (other than an Isentia Share held by an Excluded Isentia Shareholder) on issue as at the Scheme Record Date
"Second Court Hearing"	the second court hearing held in accordance with Part 5.1 of the Corporations Act
"Shareholders"	the persons who are registered as the holders of Ordinary Shares from time to time
"Share Option Scheme"	the share option scheme known as the "Access Intelligence plc 2019 Management Incentive Scheme"
"Subscriber"	Bombora Investment Management
"Subscription"	the subscription to be made for the Subscription Shares at the Placing Price pursuant to the Subscription Letter
"Subscription Letter"	the subscription letter dated 14 June 2021 between the Company and the Subscriber in respect of the Subscription
"Subscription Shares"	the 1,819,009 new Ordinary shares to be issued pursuant to the Subscription
"Takeover Offer"	a takeover offer made under Chapter 6 of the Corporations Act
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation"	the UK version of EU Prospectus Regulation 2017/1129 which forms part of the law of England and Wales as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended
"uncertificated" or "in uncertificated form"	Recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, entitlement to which by virtue of the CREST Regulations, may be transferred by means of CREST
"US" or "United States"	the United States of America, its territories and possessions, any states of the United States of America and the District of Columbia and other areas subject to its jurisdiction

IMPORTANT NOTICES

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement is not an offer of securities for sale in or into the United States. The new Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Fundraising in the United States or to conduct a public offering of securities in the United States.

This announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraising will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

finnCap Limited ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Fundraising, and finnCap will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Fundraising or any other matter referred to herein.

The distribution of this announcement and the offering of the new Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions.

The announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. The new Ordinary Shares to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the new Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this announcement, including the new Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that such new Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Fundraising) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

finnCap may, in accordance with applicable laws and regulations, engage in transactions in relation to the new Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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Friday, 15th November 2024

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