ACC Access Intelligence Plc

TIDMACC

RNS Number : 2373H

AIM

02 August 2021

 
      ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
       IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                   RULES") 
 
 COMPANY NAME: 
 
   Access Intelligence plc ("Access Intelligence") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES): 
 
   The Johnson Building, 79 Hatton Garden, London, EC1N 8AW 
 COUNTRY OF INCORPORATION: 
 
   United Kingdom 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://www.accessintelligence.com/investors/aim-rule-26/ 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 Access Intelligence is a Software-as-a-Service (SaaS) technology 
  company, incorporated in November 2000 in England and Wales, 
  with its ordinary shares admitted to trading on AIM in November 
  2003 by way of a reverse takeover of Readymarket Ltd. 
 
  Access Intelligence's software portfolio consists of three 
  solutions - Vuelio, ResponseSource and Pulsar. Together the 
  portfolio provides a range of cloud-based reputation management 
  applications for over 3,500 customers across the PR, marketing 
  and communication industries. 
 
  Headquartered in London, Access Intelligence also has operations 
  in the UK, USA and Australia, with its main country of operation 
  being the United Kingdom. 
 
  On 15 June 2021, Access Intelligence announced the proposed 
  acquisition of the entire issued and to be issued ordinary 
  share capital of Isentia Group Limited ("Isentia") (the "Acquisition") 
  (Access Intelligence and Isentia, together the "Enlarged Group"). 
 
  Isentia is a media intelligence and insights company headquartered 
  in Sydney, Australia and listed on the ASX. Isentia operates 
  in eight geographical markets across Australia, New Zealand 
  and South-East Asia serving approximately 2,400 customers. 
 
  The Enlarged Group will provide a broad suite of technology 
  products for marketing intelligence, reputation management, 
  and data insights and the Enlarged Group's main country of 
  operation will be Australia. 
 
  The Acquisition constitutes a reverse takeover under AIM Rule 
  14 and the Acquisition is being undertaken by way of a scheme 
  of arrangement in Australia and is subject to, inter alia, 
  Isentia shareholder approval and approval of the courts in 
  Australia. 
 
  The resolutions put to Access Intelligence shareholders at 
  the general meeting on 9 July 2021 were duly passed. Isentia's 
  shareholder meeting is expected to be held on 17 August 2021. 
  It is anticipated that the new Ordinary Shares to be issued 
  pursuant to the fundraising will be admitted to trading on 
  23 August 2021 (being the business day after the scheme of 
  arrangement becomes effective but prior to the scheme implementation 
  date). Nevertheless, if the scheme of arrangement is approved 
  at the second court hearing planned for 20 August 2021, there 
  will be no remaining conditions to the Acquisition, save for 
  the payment of the consideration to the Isentia shareholders 
  on the implementation date (the second court hearing, effective 
  date and implementation dates are pursuant to a scheme of arrangement 
  proposed to be made under Part 5.1 of the Corporations Act 
  2001 (Cth) (Australia)). 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   130,524,386 ordinary shares of 5 pence each ("Ordinary Shares"). 
 
   2,966,666 Ordinary Shares are held in treasury. 
 
   No restrictions as to the transfer of the securities. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 GBP50.0 million to be raised on admission of the fundraising 
  shares. 
 
  Anticipated market capitalisation on re-admission of the Enlarged 
  Group: GBP153.1 million (based on the placing price of 120 
  pence) 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   35.5 per cent. 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   None 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 Marguarite Joanna Arnold (Chief Executive Officer) 
  Christopher James Satterthwaite (Non-Executive Chairman) 
  Mark Stephen Fautley (Chief Financial Officer) 
  Sarah Bibi Vawda (Non-Executive Director) 
  Chris topher Charles Pilling (Non-Executive Director) 
  Katie Ellen Puris (Non-Executive Director) 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
  Shareholder                             % of Existing   % of Enlarged 
                                            Issued Share    Issued Share 
                                                Capital*       Capital** 
   Kestrel Partners LLP                           24.97%          23.67% 
   Canaccord Genuity Group Inc                    13.79%          11.90% 
   Draper Esprit VCT Plc                           8.30%           5.59% 
   Unicorn AIM VCT                                 7.59%           5.11% 
   Gresham House Asset Management 
    Limited                                        7.29%           7.32% 
   Herald Investment Management Limited            7.19%           7.23% 
   Chelverton Asset Management Limited             6.74%           6.77% 
   Octopus Investments Ltd                         3.44%           2.53% 
   Lombard Odier Asset Management 
    (Europe) Limited                               2.84%           3.28% 
   Janus Henderson Group plc                       0.00%           3.92% 
 
  *Excluding the 2,966,666 Ordinary Shares held in treasury 
  **Assuming admission of the shares pursuant to the fundraising 
  undertaken in conjunction with the proposed acquisition of 
  Isentia and excluding the 2,966,666 Ordinary Shares held in 
  treasury 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   None 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
           (i) 30 November 
            (ii) Isentia Group Limited - Audited interim results for the 
            six months ended 30 December 2020 
            Access Intelligence plc - Audited results for the year ended 
            30 November 2020 / unaudited interim results for the six months 
            ended 31 May 2021 
            (iii) 31 May 2022 (12 month audited full year accounts to 30 
            November 2021) 
            31 August 2022 (six month unaudited accounts to 31 May 2022) 
            31 May 2023 (12 month audited full year accounts to 30 November 
            2022) 
 EXPECTED ADMISSION DATE: 
 
   2 September 2021 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   finnCap Ltd 
   1 Bartholomew Close 
   London 
   EC1A 7BL 
 NAME AND ADDRESS OF BROKER: 
 
   finnCap Ltd 
   1 Bartholomew Close 
   London 
   EC1A 7BL 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 https://www.accessintelligence.com/investors/aim-rule-26/ 
 
  The Admission Document contains full details about the Company, 
  the Acquisition and the admission of its securities. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   2 August 2021 
 NEW/ UPDATE: 
 
   New 
 

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