Proposed Placing and Notice of AGM

RNS Number : 1070M

Access Intelligence PLC

25 April 2018

 

Prior to its publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing (as defined below) with the result that certain persons became aware of inside information, as permitted by MAR. With the publication of this announcement, this information is now considered to be in the public domain and those persons who received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

25 April 2018

Access Intelligence plc

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

Proposed placing to raise £2.8 million

Posting of Notice of Annual General Meeting

Access Intelligence (AIM: ACC) a leading supplier of Software-as-a-Service (SaaS) solutions for communications and reputation management, announces a significantly oversubscribed conditional placing of 70,000,000 new ordinary shares in the Company ("Placing Shares") at a price of 4p per Placing Share (the "Placing Price") to raise £2.8 million (before expenses), subject to shareholder approval at the Company's annual general meeting (the "Placing").

Details of the Placing and Admission

The Company has conditionally raised £2.8 million (before expenses) by way of a placing, conducted by Allenby Capital Limited ("Allenby Capital"), of the Placing Shares at 4 pence per Placing Share with institutional and other investors.

The Placing Price represents a discount of approximately 8.05 per cent. to the closing mid-market price of 4.35 pence per Ordinary Share (as defined below) on 24 April 2018 and the Placing Shares will represent approximately 15.32 per cent. of the voting share capital of the Company as enlarged by the Placing.

The Placing is conditional, inter alia, upon:

a)       the passing of the Resolutions numbered 7 and 8 (the "Resolutions") in the notice convening the Company's 2018 Annual General Meeting ("AGM");

b)       the Placing Agreement (as defined and described in more detail below) becoming unconditional in all respects and not having been terminated in accordance with its terms; and

c)       admission of the Placing Shares to trading on AIM ("Admission") becoming effective by not later than 8.00 a.m. on 24 May 2018 (or such later time and/or date (not being later than 22 June 2018) as Allenby Capital and the Company may agree).

Accordingly, if such conditions are not satisfied, or, if applicable, waived, the Placing will not proceed.

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing ordinary shares of 0.5p each in the capital of the Company ("Ordinary Shares") and therefore will rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares.

Application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM and such admission is expected to occur on 24 May 2018. It is expected that CREST accounts will be credited on the day of Admission as regards the Placing Shares in uncertificated form and that certificates for Placing Shares to be issued in certificated form will be dispatched by first class post by 31 May 2018.

Use of proceeds

The net proceeds of the Placing will be used for further investment in the Company's Vuelio platform by augmenting the current offering for full communications integration, improving the quality of the presentation of analytical information and driving further operational efficiencies.

The Placing Agreement

Pursuant to the terms of an agreement entered into earlier today between the Company and Allenby Capital (the "Placing Agreement"), Allenby Capital, as agent for the Company, has agreed conditionally to use its reasonable endeavours to procure placees for Placing Shares at the Placing Price. The Placing is not underwritten.

The obligations of Allenby Capital under the Placing Agreement are conditional, among other things, upon: (i) the passing of Resolutions; and (ii) Admission becoming effective by not later than 8.00 a.m. on 24 May 2018 (or such later time and/or date as Allenby Capital and the Company may agree, not being later than 22 June 2018).

The Placing Agreement contains certain warranties and indemnities given by the Company in favour of Allenby Capital as to certain matters relating to the Company and its business. The obligations of Allenby Capital under the Placing Agreement may be terminated prior to Admission in certain circumstances including if there occurs either a material breach of any of the warranties or if a materially adverse event occurs at any time prior to Admission. If the conditions in the Placing Agreement are not fulfilled (or if applicable, waived) on or before the relevant date in the Placing Agreement then the subscription monies will be returned to Placees without interest.

The Placing Agreement also provides for the Company to pay Allenby Capital commissions and certain other costs and expenses incidental to the Placing and Admission.

Substantial Shareholders

Based upon shareholdings as at 24 April 2018 and assuming completion of the Placing, the following persons will be interested in 3 per cent. or more of the enlarged voting share capital of the Company on Admission:

Name	Existing Ordinary Shares currently held	Percentage of existing voting Ordinary Shares	Ordinary Shares on Admission	Percentage of enlarged voting share capital
Kestrel Partners LLP	89,375,675	23.10%	89,375,675	19.56%
Elderstreet Draper Esprit VCT Plc	58,842,356	15.21%	64,092,356	14.03%
Unicorn Asset Management	46,816,867	12.10%	59,316,867	12.98%
Michael Jackson	35,252,807	9.11%	35,252,807	7.72%
Octopus Investments Ltd	21,486,666	5.55%	28,986,666	6.34%
Livingbridge VC LLP	-	-	28,750,000	6.29%
Hawk Investment Holdings Ltd	17,820,513	4.61%	17,820,513	3.90%

 

Related Party transactions

5,250,000 Placing Shares were subscribed by Elderstreet Draper Esprit VCT Plc and 12,500,000 Placing Shares were subscribed by Unicorn Asset Management with the remainder of the Placing Shares being subscribed by institutional and other investors. Elderstreet Draper Esprit VCT Plc and Unicorn Asset Management currently hold 15.21 per cent. and 12.10 per cent. of the issued voting share capital of the Company, respectively, and therefore under the AIM Rules for Companies are each a "Substantial Shareholder" as defined therein. Accordingly, Elderstreet Draper Esprit VCT Plc and Unicorn Asset Management are deemed to be related parties under the AIM Rules for Companies.

Joanna Arnold, Mark Fautley, Jeremy Hamer and Chis Pilling, the independent directors, having consulted with Allenby Capital, the Company's nominated adviser, consider that the terms of the Placing are fair and reasonable insofar as the shareholders of Access Intelligence are concerned.

Notice of Annual General Meeting

As the allotment and issue of the Placing Shares will exceed the existing authorities which the Directors have to allot new Ordinary Shares for cash on a non-pre-emptive basis, the Placing is conditional on, amongst other things, shareholders approving the grant of new authorities.

Accordingly, the Resolutions will be proposed at the AGM to provide authority to the Directors to allot further new ordinary shares for cash otherwise than on a non-pre-emptive basis.

The AGM will be held at the Company's offices at Longbow House,14 - 20 Chiswell Street, London EC1Y 4TW at 2.00 p.m. on 23 May 2018.  The notice convening the AGM will be posted to shareholders on 26 April 2018 and will be available on the Company's website: http://www.accessintelligence.com/investors/reports-and-results/.

Voting Rights

Following the issue of the Placing Shares, the Company's total issued share capital on Admission will consist of 486,591,022 Ordinary Shares. The Company holds 29,666,667 Ordinary Shares in treasury and therefore the total number of Ordinary Shares on Admission with voting rights is expected to be 456,924,355. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Group, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Joanna Arnold, Chief Executive Officer of Access Intelligence, said:

"We are delighted with the results of the oversubscribed fundraise and are particularly pleased with the support shown by two significant institutional shareholders with a deep knowledge of the UK software sector. We are equally delighted with the continuing support of our existing high quality shareholder list. This placing gives us the ability to scale our integrated communications platform and enable Access Intelligence to accelerate towards the next stage of its development"  

For further information:

Access Intelligence plc                                                                                       0843 659 2940

Michael Jackson (Non-Executive Chairman)                                                                

Joanna Arnold (CEO)                                                                                       

Allenby Capital Limited (Nominated Adviser and Broker)                                                                                      

David Worlidge / Nick Chambers / Graham Bell                                                        020 3328 5656

 

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