Intuitive Investments Group plc Reorganisation and Deferred Consideration (4034A)
24 May 2023 - 4:00PM
UK Regulatory
TIDMIIG
RNS Number : 4034A
Intuitive Investments Group plc
24 May 2023
24 May 2023
Intuitive Investments Group plc
Reorganisation and Deferred Consideration
Reorganisation of investment and reduction in deferred
consideration
Intuitive Investments Group plc (AIM: IIG) ("IIG" or the
"Company"), a closed-end investment company focussed on the life
sciences sector, announces the proposed reorganisation of Touchless
Innovation Limited ("Touchless Innovation") and Touch-Less Hygiene
UK Limited ("Touch-Less Hygiene") (together the "Touchless Group")
and the reduction in the deferred consideration payable to the
vendors of the business and assets of Sanoserv International
Franchising Limited.
Reorganisation of Touchless Innovation Limited and Touch-Less
Hygiene UK Limited
The Board of Touchless Innovation , with the agreement of the
Board of IIG, has decided to move Touch-Less Hygiene from being a
wholly owned subsidiary of Touchless Innovation to beinga wholly
owned subsidiary of IIG. Touchless Innovation and Touch-Less
Hygiene have different business models. Touchless Innovation is an
international franchising business, with master franchise es in 11
countries. Touch-Less Hygiene is a UK market-leading provider of
specialist disinfection and decontamination services, with 25
regional sites in the UK and customers that include blue-chip life
sciences companies, essential infrastructure firms and the NHS.
Given the distinct business models, the board of Touchless
Innovation believes that separating and having distinct management
teams, will improve both the opportunity for growth and the
potential to attract third party funding.
Reduction in Deferred Consideration
As announced on 25 February 2022, Touchless Innovationacquired
the business and assets of Sanoserv International Franchising
Limited. The consideration payable by Touchless Innovation to the
vendors included GBP900,000 of deferred consideration payable six
months from completion (on 25 August 2022). In substitution for the
GBP900,000 the Boards of IIG and Touchless Innovation have agreed
to issue the vendors 2,000,000 new ordinary shares of 1 penny each
in IIG ("Consideration Shares"), as well as allowing the vendors
the master franchise for Malta for nine years. The minimum royalty
amount under the master franchise agreement is $5,400 per annum. In
addition, the vendors no longer have the right to appoint a
director to the Board of Touchless Innovation, the current cost of
which is GBP25,000 per annum.
Admission to trading
Application has been made to the London Stock Exchange plc for
the admission of the Consideration Shares to trading on AIM, which
is expected to take effect at 8.00 a.m. on or around 30 May 2023
("Admission"). The Consideration Shares will rank equally with the
existing ordinary shares of 1 penny each in the share capital of
the Company ("Ordinary Shares").
Following Admission, the Company's issued share capital will
consist of 74,064,551 Ordinary Shares. Since the Company currently
holds no shares in treasury, the total number of voting rights in
the Company will be 74,064,551. 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.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside information is now
considered to be in the public domain.
For further information, please contact:
Intuitive Investments Group plc +44 (0) 20 3657 0050
Julian Baines, Chairman Via Turner Pope Investments (TPI)
Robert Naylor, CEO Ltd
SP Angel Corporate Finance LLP
- Nominated Adviser +44 (0) 20 3470 0470
Jeff Keating / David Hignell / Kasia
Brzozowska
Turner Pope Investments (TPI) Ltd
- Broker +44 (0) 20 3657 0050
Andrew Thacker / James Pope
About Intuitive Investments Group plc
Intuitive Investments Group plc is an investment company seeking
to provide investors with exposure to a portfolio concentrating on
fast growing and/or high potential Life Sciences businesses
operating predominantly in the UK, continental Europe and the US,
utilising the Board's experience and in particular that of the
Chairman of the Investment Committee, David Evans, to seek to
generate capital growth over the long term for shareholders.
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