TIDMINSG
RNS Number : 4627T
Insig AI Plc
15 November 2023
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
15 November 2023
Insig AI plc
("Insig AI" or the "Company")
Disposal, Conversion of Convertible Loan and Related Party
Transactions, New Project Win and Total Voting Rights
Insig AI plc (AIM: INSG), the data science and machine learning
group, is pleased to announce the disposal of its legacy
subsidiaries, Sport in Schools Limited ("Sport in Schools") and The
Elms Group Limited ("Elms Group") for a total consideration of
GBP500,000 (the "Disposal"), as well as a new project win.
Disposal of Sports in Schools Limited and The Elms Group
Limited
On 14 November 2023, the Company's 85.87% owned subsidiary,
Pantheon Leisure plc ("Pantheon"), entered into a sale agreement
for Sports in Schools and Elms Group with Haygreen Limited for a
total cash consideration payable of GBP300,000 (the "Cash
Consideration"). Haygreen Limited is a newly incorporated company
wholly owned by Jason O'Connor, a current director of Sports in
Schools.
Sports in Schools generated a profit before tax of approximately
GBP31,000 during the year ended 31 March 2023 whilst Elms Group
generated a loss before tax of approximately GBP12,000 during the
same period.
Pursuant to the Disposal and in addition to the Cash
Consideration, Sports in Schools has declared a dividend payable to
Patheon of approximately GBP262,000 of which approximately
GBP210,000 will be used by Pantheon to partially settle an
intra-group loan provided by Insig AI plc. The remaining GBP52,000
will be used by Pantheon to fully settle an intra-group loan
directly with Sport in Schools.
Insig AI will use the Cash Consideration for general working
capital purposes.
As previously announced on 12 September 2022, Richard Bernstein
entered into a convertible loan agreement with the Company for a
total consideration of GBP0.75 million, secured against the
ordinary shares of Westside Sports Limited owned by the Company,
which had interests in Ultimate Player Limited, Pantheon Leisure
plc, Sports in Schools Limited and The Elms Group Limited. Upon
completion of the Disposal, Richard Bernstein has agreed to revise
the terms of the Convertible Loan including releasing the security
held over West Sports Limited.
Related Party Transactions
The Disposal to Haygreen Limited, a company controlled by a
related party of the Company will constitute a related party
transaction under the AIM Rules. Under AIM Rule 13, all the
directors of Insig AI (the "Directors") are considered to be
independent in respect of the Disposal. Having consulted with the
Company's nominated adviser, the Directors consider that the terms
of the Disposal are fair and reasonable insofar as the Company's
shareholders are concerned.
Following the Disposal, the Company and Mr Bernstein have agreed
to revised terms for the Convertible Loan which includes the
release of security over Westside Sports Limited and a new
conversion price of 20.0 pence per ordinary share of 1 pence each
in the Company ("Ordinary Share"), being a 21.2 per cent. premium
to the closing price on 14 November 2023. The Directors (excluding
Richard Bernstein), having consulted with Zeus Capital Limited, the
Company's nominated adviser, consider that the terms of the
Convertible Loan are fair and reasonable insofar as the Company's
shareholders are concerned.
Conversion of Convertible Loan and Total Voting Rights
The Company has also received notice from Richard Bernstein to
convert the current balance of the Convertible Loan, being
GBP785,076 (inclusive of accrued interest) into 3,925,380 Ordinary
Shares at a conversion price of 20.0 pence per ordinary share (the
"Conversion").
Following the Conversion, Mr Bernstein will be interested in
19,925,380 Ordinary Shares in the Company which equates to 18.4% of
the total voting rights of the Company.
As a result of the Conversion, an application has been made to
the London Stock Exchange for admission of the 3,925,380 Ordinary
Shares to trading on AIM ("Admission"). It is expected that
Admission will become effective on 21 November 2023.
Following Admission, the total number of Ordinary Shares in
issue will be 109,601,025. The Company currently holds 1,205,888
Ordinary Shares in treasury. As such, the total number of voting
rights in the Company will be 108,395,137.
The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's
Disclosure and Transparency Rules.
New project win
The Company is also pleased to announce that it has entered into
a commitment to provide a scalable and automated solution to a US
and European based provider of Collateralised Loan Obligations and
structured credit products with assets under management of more
than GBP3 billion.
The commitment of work is for an initial sum of GBP60,000 to
commence immediately, with the opportunity for further follow-on
projects. Insig AI will provide a central database allowing for the
development and application of machine learning methods. The
commitment of work also involves integrating Insig AI's data
analytics software into the launch of a potential new fund, which
could provide longer term recurring revenue streams for the
Company.
Executive Chairman, Richard Bernstein commented: "We are pleased
to have disposed of the legacy business at a multiple of more than
25 times historic pre-tax profits. This enables us to fully focus
on our machine learning capabilities. In addition, whilst an
initial GBP60,000 customer commitment is welcome, we're excited to
now have the opportunity to substantially develop and deepen this
new client relationship."
--
Insig AI plc
Colm McVeigh , CEO
Zeus (Nominated Adviser & Broker)
David Foreman / James Hornigold +44 (0) 203 829 5000
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Richard Bernstein
--------------------------------- ----------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------
a) Position/status Executive Chairman
--------------------------------- ----------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a) Name Insig AI plc
--------------------------------- ----------------------------------------------
b) LEI 21380098CKBAG1NWCD98
--------------------------------- ----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---------------------------------------------------------------------------------
a) Description Ordinary Shares of 1 pence each
of the financial
instrument,
type of instrument
Identification GB00BYV31355
code
b) Nature of the Conversion of convertible loan facility
transaction
--------------------------------- ----------------------------------------------
c) Price(s) and
volume(s)
----------------------- ------------------
Price(s) Volume(s)
----------------------- ------------------
20.0 pence 3,925,380
-------------------------------------------------------------- ------------------
d) Aggregated N/A single transaction
information
- Aggregated
volume
- Price
e) Date of the 14 November 2023
transaction
--------------------------------- ----------------------------------------------
f) Place of the London Stock Exchange
transaction
--------------------------------- ----------------------------------------------
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END
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