Issue of shares

Intuitive Investments Group plc

28 February 2024

 

28 February 2024

                                                                    Intuitive Investments Group plc

("IIG" or the "Company")

Issue of shares

The Company announces the issue and allotment of four ordinary shares of 1 penny each ("Ordinary Shares"), fully paid. These Ordinary Shares will be issued for cash at a price of 15.66 pence per share.

These Ordinary Shares are being issued in respect of the consolidation of every 10 existing Ordinary Shares ("Existing Ordinary Shares") into one new ordinary share of 10 pence per share ("New Ordinary Shares"). There are currently 2,012,430,046 Existing Ordinary Shares in issue. To ensure the issued share capital is divisible by ten, four new ordinary shares are being issued prior to the consolidation record date of 6:00 p.m. on 29 February 2024 ("Record Date"). The consolidation will result in the creation of 201,243,005 New Ordinary Shares. Extracts from the Notice of Annual General Meeting ("AGM") dated 6 February 2024 are contained at the end of this announcement.

Application has been made for the new Ordinary Shares, which will rank equally with the Existing Ordinary Shares of the Company, to be admitted to trading on Specialist Fund Segment of the Main Market, becoming effective in accordance with the admission and disclosure standards of the London Stock Exchange. It is expected that admission will become effective and dealings in new Ordinary Shares will commence at 8:00 a.m. on or around 29 February 2024 ("Admission").

Following Admission, the Company's issued share capital will consist of 2,012,430,050 Ordinary Shares. Since the Company currently holds no shares in treasury, the total number of voting rights in the Company will be 2,012,430,050. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Intuitive Investments Group plc	www.iigplc.com
Sir Nigel Rudd, Non-Executive Chairman Robert Naylor, CEO Giles Willits, CIO	Via FTI Consulting
Cavendish Capital Markets Limited James King / William Talkington / Daniel Balabanoff	[phone]
SP Angel Corporate Finance LLP - Financial Adviser	[phone]
Jeff Keating / David Hignell / Kasia Brzozowska
FTI Consulting	[phone]
Jamie Ricketts / Valerija Cymbal / Jemima Gurney	[e-mail]

Extracts from the Notice of AGM

Resolution 8 (Ordinary Resolution): to approve a consolidation of every 10 existing ordinary shares of 1 penny per share ("Existing Ordinary Shares") into one new ordinary share of 10 pence per share ("New Ordinary Shares"). The Existing Ordinary Shares and New Ordinary Shares being the Ordinary Shares as the context applies.

There are currently 2,012,430,046 Existing Ordinary Shares in issue. To ensure the issued share capital is divisible by ten, 4 new ordinary shares will be issued prior to the consolidation record date of 6:00 p.m. on 29 February 2024 ("Record Date"). The consolidation will result in the creation of 201,243,005 New Ordinary Shares.

As all the Existing Ordinary Shares are proposed to be consolidated, the proportion of the issued ordinary shareholdings in the Company held by each Shareholder immediately before and after the Consolidation will, except for fractional entitlements, remain unchanged.

Shareholders with a holding of more than 10 Existing Ordinary Shares, but which is not exactly divisible by 10, will have their holding rounded down to the nearest whole number of New Ordinary Shares. Any shareholders holding fewer than 10 Existing Ordinary Shares at the Record Date will cease to be a shareholder of the Company.

The overall market capitalisation of the Company should not change as a result of the consolidation, though the market price of each ordinary share is expected to increase from approximately 10 pence (the price at the close of business on 5 February 2024) to approximately 100 pence.

Disposal of fractional entitlements

Fractional entitlements to new ordinary shares arising from the consolidation will be aggregated and will be sold in the market for the best price reasonably obtainable on behalf of those shareholders entitled to the fractions. As the net proceeds of sale will amount to less than £5 for any entitled shareholder, they will (in accordance with usual market practice) be retained by the Company.

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on Specialist Funds Segment of the London Stock Exchange plc's Main Market in place of the Existing Ordinary Shares. If approved at the AGM, the Record Date for the consolidation will be the close of business on 29 February 2024. Dealings on Specialist Funds Segment in the Existing Ordinary Shares are expected to cease at the close of business on 29 February 2024. It is expected that admission will become effective and that dealings in the New Ordinary Shares will commence on 1 March 2024 ("Admission").

ISIN and SEDOL codes

Following the consolidation, the ISIN code for the New Ordinary Shares will be GB00BPTH6Y20 and the SEDOL code for the New Ordinary Shares will be BPTH6Y2.

Share certificates

New share certificates in relation to the New Ordinary Shares will be despatched to shareholders who hold their Ordinary Shares in certificated form in the week commencing 11 March 2024. The new share certificates will be sent by first-class post, at the risk of the holders of relevant New Ordinary Shares, to the registered address of that holder or, in the case of joint holders, to the one whose name appears first in the register of members. Following the consolidation, existing ordinary share certificates will cease to be valid.

Uncertificated shares

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission.

Adjustment of warrants

Following the consolidation, the entitlements to Ordinary Shares of holders of outstanding warrants and options will be adjusted to reflect the consolidation. With effect from the Record Date, the number of ordinary shares subject to outstanding warrants or options will be divided by 10, and the exercise price per share will be multiplied by 10. The aggregate amount to be subscribed upon an exercise of warrants or options will remain the same, and all other terms of the warrants and options will remain unchanged.

 

END