Result of Placing

RNS Number : 2082I

Access Intelligence PLC

10 December 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ACCESS INTELLIGENCE PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX I TO THE COMPANY'S ANNOUNCEMENT OF 17.35 ON 9 DECEMBER 2020.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

ACCESS INTELLIGENCE PLC

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

Result of Placing

Access Intelligence (AIM: ACC), the technology innovator delivering Software-as-a-Service ("SaaS") solutions for the PR, communications and marketing industries, is pleased to announce that, further to the announcement released at 17.35 on 9 December 2020, it has successfully raised gross proceeds of £10.0 million  for the Company through a Placing of 12,500,000 New Shares with certain new and existing institutional investors at a Placing Price of 80 pence per share. In addition, a total of 4,576,239 Sale Shares have also been placed at the Placing Price, raising gross proceeds of approximately £3.7 million for the Sellers. The Placing Price represents a 5.9 per cent. discount to the closing mid-market price of 85 pence per Ordinary Share on 8 December 2020, being the latest practicable business day prior to the announcement of the Placing. The Placing was significantly oversubscribed.

Participation of the Sellers in the Placing

A total of 4,576,239 Sale Shares have been placed on behalf of the Sellers, which includes Michael Jackson, Non-Executive Director of the Company. 500,000 Ordinary Shares have been placed on behalf of Mr. Jackson and his resultant holding following the Placing will be 1,675,280 Ordinary Shares, representing approximately 2.09% of the Enlarged Issued Share Capital with voting rights following Firm Admission and 1.98 per cent. of the Enlarged Issued Share Capital with voting rights following Conditional Admission.

In addition, following Firm Admission, Cello Health Limited will no longer hold an interest in the Company.

Firm Admission and Total Voting Rights

Firm Admission of 7,922,280 Firm New Shares is conditional on, inter alia, the Placing Agreement not being terminated and Firm Admission and is being carried out within the Company's existing share authority to issue Ordinary Shares for cash.

It is expected that the Firm New Shares will be admitted to trading on AIM at 8.00 a.m. on 15 December 2020 (or such later date as may be agreed between the Company and finnCap, but no later than 23 December 2020).

Following Firm Admission, the total number of Ordinary Shares in the Company in issue will be 83,068,795 with 2,966,666 Ordinary Shares held in Treasury. Therefore the figure of 80,102,129 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 Company under the FCA's Disclosure and Transparency Rules.

Settlement of the Sale Shares will occur in conjunction with Firm Admission on 15 December 2020.

Conditional Admission and Total Voting Rights

Conditional Admission of the 4,577,720 Conditional New Shares is conditional upon (amongst other things) the Placing Agreement not having been terminated, Firm Admission occurring, the passing of the Resolutions at the General meeting and Conditional Admission occurring on or before 8.00 a.m. on 5 January 2021 (or such later date as may be agreed between the Company and finnCap, but no later than 19 January 2021).

Following Conditional Admission, the total number of Ordinary Shares in the Company in issue will be 87,646,515 with 2,966,666 Ordinary Shares held in Treasury. There the figure of 84,679,849 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 Company under the FCA's Disclosure and Transparency Rules.

Director Participation

Name	Role	Existing shareholding	Existing % shareholding	Number of Shares Subscribed for in the Placing	Resultant Shareholding	% holding post Firm Admission	% holding post Conditional Admission
Joanna Arnold	CEO	720,538	1.00%	25,000	745,538	0.93%	0.88%
Mark Fautley	CFO	31,578	0.04%	31,250	62,828	0.08%	0.07%
Christopher Satterthwaite	Non-Executive  Chairman	52,632	0.07%	25,000	77,632	0.10%	0.09%
Chris Pilling	NED	0	0.00%	25,000	25,000	0.03%	0.03%

The following Directors (being the "Participating Directors") have subscribed for an aggregate of 106,250 Placing Shares as set out below.

Related Party Transactions

Kestrel Investment Partners ("Kestrel") has agreed to subscribe for an aggregate of 2,125,000 Placing Shares, pursuant to the Placing. Kestrel is a related party of the Company for the purposes of the AIM Rules by virtue of its status as a substantial shareholder holding 10% or more of the existing Ordinary Shares. In addition, the Directors are deemed to be related parties for the purposes of the AIM Rules. 

The Board consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Kestrel are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

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. M Jackson and J Hamer, 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.

Posting of Circular and General Meeting

The Company intends to publish and send a circular ("Circular") to Shareholders on or around 11 December 2020 convening the General Meeting in connection with the issue of the Conditional Admission Shares. The Circular will also be available on the Company's website: https://www.accessintelligence.com/investors/

Shareholders will not be allowed to attend the General Meeting in light of the Covid-19 situation and the Stay at Home measures that have been implemented by the UK Government. Consequently, anyone seeking to attend the General Meeting will be refused entry. The General Meeting will take place with the minimum necessary quorum of two shareholders which will be facilitated by the Company in line with the Government's social distancing advice. Shareholders are encouraged to complete and submit a Form of Proxy appointing the chairman of the General Meeting as their proxy with their voting instructions.

Joanna Arnold, Chief Executive Officer, commented:

"This is a very exciting next step in the journey of the Group to expand not only our geographic presence but also the capability of our technology and products.

We are building an intelligence marketplace and a new generation of analytics. This enhancement will give us the ability to model and predict the butterfly effect of how stories are created and spread. This will create a future where the action is planned as meticulously as the insight unearthed from analytics.

We are delighted by the support shown by new and existing investors, providing us with the means to accelerate our significant global market opportunity and to capitalise on the excellent progress being made by the Company."

Capitalised terms in this Announcement shall have the meanings given to such terms in the Group's announcement at 17.35 on 9 December 2020.

For further information:

Access Intelligence plc   020 3426 4024

Joanna Arnold (CEO) / Mark Fautley (CFO)

finnCap Limited (Nominated Adviser and Broker)   020 7220 0500

Corporate Finance:

Marc Milmo / Kate Bannatyne / Kate Washington    

Corporate Broking:

Alice Lane / Sunila de Silva

IMPORTANT NOTICE

This Announcement has been issued by and is the sole responsibility of the Company.

This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada or elsewhere.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at: (a) persons in the United Kingdom or any member states of the European Economic Area who are qualified investors within the meaning of Article 2(E) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") ("Qualified Investors") and (b) if in the United Kingdom, persons who also (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 section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c)is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook; and (d) 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 Placing 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 is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Placing. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the 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 by the Company and finnCap to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price 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 legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

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