THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ACCESS INTELLIGENCE PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF FSMA AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
Access Intelligence Plc
("Access Intelligence" or the "Company") (ACC: LSE)
Access Intelligence Plc (ACC:LSE) the AIM quoted technology innovator delivering Software-as-a-Service (SaaS) solutions for the global marketing and communications industries, is pleased to announce an offer via PrimaryBid (the "Retail Offer") of up to a maximum of 1,666,667 new ordinary shares of 5p each in the Company ("Retail Offer Shares") at an issue price of 120 pence per Retail Offer Share (the "Issue Price"), being a discount of approximately 10.8 per cent to the closing mid-price on 11 June 2021.
Earlier today, the Company published the admission document ("Admission Document") in relation to, inter alia, a Placing and Subscription (as defined in the Admission Document) (the Placing and Subscription together being defined as the "Fundraising"). The Retail Offer is in addition to the Fundraising and neither of the Fundraising or Retail Offer are conditional on the other.
The main purpose of the Fundraising is to fund the acquisition of Isentia Group Limited, an Australian provider of media intelligence services ("Isentia"), via the Company's Australian subsidiary (the "Acquisition"). The Fundraising is split into two component parts, both of which are conditional on the completion of the Acquisition: (i) the conditional Placing of 39,847,658 ordinary shares to institutional investors and (ii) the conditional Subscription for 1,819,009 ordinary shares. The Placing and Subscription are both also at a price of 120p per ordinary share, the same as the Issue Price, the intention being to raise aggregate gross proceeds of approximately £50.0m.
The Retail Offer is not conditional on the Fundraising or the Acquisition and is being undertaken to facilitate potential retail participation in the Company. It is vital to note that the Retail Offer will proceed whether or not the Placing, Subscription or Acquisition proceed. Subscribers to the Retail Offer should note that there is no guarantee that the Acquisition will proceed and if it does not then the Placing and Subscription will not, and the only sums raised by the Company will be those raised under the Retail Offer.
The proceeds of the Retail Offer will be used for working capital purposes for the Company.
The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors from 7.00 a.m. on 15 June 2021 to 2.30 p.m. on 15 June 2021. The Retail Offer may close early if it is oversubscribed. The maximum proceeds that can be raised under the Retail Offer is £2.0 million.
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is vital to note that once an application for Retail Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
The Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
Access Intelligence plc
Joanna Arnold (CEO) / Mark Fautley (CFO)
020 3426 4024
Charles Spencer/ James Deal
finnCap Limited , Nominated Advisor and Broker
Corporate Finance - Marc Milmo / Kate Bannatyne / Fergus Sullivan
Corporate Broking - Alice Lane / Sunila de Silva
020 7220 0500
Details of the Retail Offer
The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.
The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into the United States, Canada, Australia, the Republic of South Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations (each a "Restricted Jurisdiction") or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This announcement does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction.
There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app. This allocation will be filled at the discretion of the Company.
The maximum amount (before expenses) which may be raised pursuant to the Retail Offer will be £2.0 million (before expenses).
The Retail Offer Shares are being issued under the Company's existing authorities granted at the Company's Annual General Meeting held on 13 May 2021 and it is expected that the admission of the Retail Offer Shares will occur on 21 June 2021.
For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, is available to all persons who register with PrimaryBid.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.