TIDMACC
RNS Number : 8687B
Access Intelligence PLC
15 June 2021
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Access Intelligence PLC
("Access Intelligence", the "Company" or the "Group")
Proposed acquisition of Isentia group limited
PLACING And SUBSCRIPTION TO RAISE GBP50.0 MILLION
PUBLICATION AND POSTING OF THE ADMISSION DOCUMENT AND NOTICE OF
GENERAL MEETING
Retail Offer via PrIMARY BID
APPOINTMENT OF NEW DIRECTOR
Access Intelligence Plc, (AIM: ACC) the technology innovator
delivering Software-as-a-Service (SaaS) solutions for the global
marketing and communications industries, is pleased to announce
that the boards of Access Intelligence and Isentia have agreed the
terms of an acquisition pursuant to which Access Intelligence
(through its Australian subsidiary) will acquire the entire issued
and to be issued ordinary share capital of Isentia for an equity
valuation of approximately AUD$35.6m (GBP19.4m), valuing each
Isentia share at AUD$0.175 (GBP0.095).
As the Acquisition will see the Company acquire the Isentia
Group, the Acquisition also means that the Company will acquire the
Isentia Group's existing senior debt and other indebtedness. The
Company will procure the repayment of the Isentia Group's senior
debt and other indebtedness as soon as practicable following
Implementation which it intends to do out of the proceeds of the
Fundraising.
In order to fund the equity consideration of the Acquisition and
repay the full amount of the drawn down debt of Isentia, the
Company is also pleased to announce a Placing of 39,847,658
Ordinary Shares and a Subscription for 1,819,009 Ordinary Shares at
the Placing Price of 120 pence per new Ordinary Share to raise
aggregate gross proceeds of GBP50.0m.
Highlights
- Proposed acquisition of Isentia, a media intelligence and
award winning insights company headquartered in Sydney, Australia
and listed on the ASX for AUD$35.6m (GBP19.4m)
- Intention to repay all of Isentia's existing indebtedness on
completion of the Acquisition (estimated to be c.AUD$45 million as
at the completion date)
- Acquisition is being undertaken by way of a Scheme of
Arrangement in Australia and is subject to, inter alia, Access
Intelligence shareholder approval, Isentia shareholder approval and
approval of the courts in Australia
- Access Intelligence has today also acquired a c.19.85 per cent. interest in Isentia
- Successful Placing and Subscription to raise gross proceeds of
GBP50.0m, the proceeds of which will be used to pay the
consideration to Isentia's shareholders under the Scheme of
Arrangement and the repayment of Isentia's indebtedness
- The Company is also announcing an offer via PrimaryBid of up
to GBP2.0 million to facilitate retail participation
- Isentia operates across eight geographical markets across
Australia, New Zealand and South-East Asia working with c.2,400
customers
- The Acquisition of Isentia will enable the Company to benefit
from greater scale, a superior product offering and greater
geographic reach
- The Acquisition also represents an opportunity to scale Access
Intelligence's sales infrastructure into the fast growing APAC
market and is also an ideal platform for cross-selling
opportunities for Access Intelligence's Pulsar audience
intelligence and social listening platform
- The Board of Access Intelligence believe that the Acquisition
will create possible revenue synergies as the Company leverages the
cross-sell and up-sell of products and new sales across its
enlarged customer base. In addition, the Board believes it can
realise certain cost synergies which total approximately AUD$1.5m
which are expected to be delivered within the first six months of
the Acquisition completing
- The Directors believe that the Acquisition will be earnings
enhancing in the first full year following completion of the
Acquisition
- Katie Puris, Managing Director of Global Business Marketing
for TikTok, joins the Board as a Non-Executive Director
Commenting on the acquisition Joanna Arnold, CEO of Access
Intelligence said:
"We are excited at this opportunity as Isentia is a leading
media intelligence company in Australia and across the Asia
Pacific. The acquisition is about investing in Isentia to combine
our businesses to create the scale to give our clients a
world-class global offering. We are working closely with the
Isentia management on integration plans that continue to build on
our strong cultural and strategic alignments. We look forward to
combining businesses and serving the Asia-Pacific market."
For further information:
Access Intelligence plc
Joanna Arnold (CEO) / Mark Fautley (CFO) 020 3426 4024
finnCap Limited (Nominated Adviser and Broker)
Corporate Finance - Marc Milmo / Kate Bannatyne / Fergus
Sullivan 020 7220 0500
Corporate Broking - Alice Lane / Sunila de Silva
About Access Intelligence
Access Intelligence is a technology led company delivering SaaS
products that address the fundamental business needs of customers
in the PR, marketing and communications industries. Access
Intelligence's technology is relied on by more than 3,500
organisations every day, from global blue-chip enterprises and
world-leading marketing agencies to public sector and
not-for-profits organisations. Organisations such as Amazon,
LinkedIn, Twitter, Twitch, Astra-Zeneca, Walgreens Boots Alliance
and The International Monetary Fund among many others.
Access Intelligence combines AI technologies from their advanced
social media intelligence and analytics, alongside their
traditional media intelligence capabilities to enable organisations
to understand what has an impact on their reputation within their
key audiences - from customers to stakeholders, politicians to
influencers and the media. In the age of 'information overload'
where influence moves in real-time across multiple platforms,
Access Intelligence provides a single, real time view of what's
important. This includes where risks or opportunities are emerging,
when and how to engage and providing customers with the tools to
evaluate how effective PR, communications and marketing activity is
against commercial objectives.
The Access Intelligence portfolio includes Vuelio, a technology
platform that helps organisations make their story matter. Vuelio's
holistic platform provides media, political and social media
insight with monitoring and analysis tools for PR, public affairs,
stakeholder engagement and influencer marketing.
Alongside Vuelio is Pulsar, the market leading audience insights
and social listening platform. Pulsar combines conversational and
behavioural data in over 170 languages from the world's leading
digital sources with analysis powered by vertical AI and smart
human research. It provides brands with actionable insights that
underpin marketing strategy and improves effectiveness.
The Access Intelligence portfolio also includes ResponseSource,
a network used by thousands of journalists and influencers to
secure the insight, information and connections they need.
ResponseSource reduces friction in the flow of information between
trusted experts.
Together, the Access Intelligence Group provides technology and
insights that power open and effective communication, strengthening
brand reputation and improving marketing engagement by transforming
relationships between business, media, government and the
public.
Access Intelligence PLC
("Access Intelligence", the "Company" or the "Group")
Access Intelligence Plc, (AIM:ACC) the technology innovator
delivering Software-as-a-Service (SaaS) solutions for the global
marketing and communications industries, is pleased to announce
that the boards of Access Intelligence and Isentia have agreed the
terms of an acquisition pursuant to which Access Intelligence
(through its Australian subsidiary) will acquire the entire issued
and to be issued ordinary share capital of Isentia for an equity
valuation of approximately AUD$35.6m (GBP19.4m), valuing each
Isentia share at AUD$0.175 (GBP0.095).
As the Acquisition will see the Company acquire the Isentia
Group, the Acquisition also means that the Company will acquire the
Isentia Group's existing senior debt and other indebtedness. The
Company will procure the repayment of the Isentia Group's senior
debt and other indebtedness as soon as practicable following
Implementation which it intends to do out of the proceeds of the
Fundraising.
In order to fund the equity consideration of the Acquisition and
repay the full amount of the drawn down debt of Isentia, the
Company is also pleased to announce a Placing of 39,847,658
Ordinary Shares and a Subscription for 1,819,009 Ordinary Shares at
the Placing Price of 120 pence per new Ordinary Share to raise
aggregate gross proceeds of GBP50.0m.
Isentia is a media intelligence and award-winning insights
company headquartered in Sydney, Australia, operating in Australia,
New Zealand and parts of South-East Asia. Isentia is engaged in the
provision of media intelligence services to both public and private
sector PR and communications clients through media monitoring,
social media monitoring, and media analysis.
The Directors expect the Acquisition, if completed, to be
transformational with strong strategic and financial rationale. The
Directors believe that the Acquisition will provide Access
Intelligence with the opportunity to further its strategic
aspirations for global expansion and scale while delivering revenue
growth and cost synergy opportunities. The Directors believe that
combining the two businesses would provide the Enlarged Group with
a significantly enhanced product offering and the capability to
cross-sell and upsell to the Enlarged Group's customer base while
allowing the Company to have a much broader geographical reach. The
Directors believe that the Acquisition will be earnings enhancing
in the first full year following completion of the Acquisition.
As a consequence of the Acquisition constituting a reverse
takeover, the Company is required to apply for admission to AIM of
the Enlarged Group. Therefore, application will be made for the
Enlarged Share Capital to be admitted to trading on AIM, such that
following Implementation, the Enlarged Group can continue trading
on AIM. It is expected that Re-Admission will occur and that
dealings in the Enlarged Share Capital, will commence on AIM on 2
September 2021 following Implementation which is expected to occur
on or around 1 September 2021.
Recommendation
The Directors consider that the Proposals are in the best
interests of the Company and Shareholders as a whole. Accordingly,
the Directors are recommending that Shareholders vote in favour of
the Resolutions at the General Meeting as they have irrevocably
committed to do so in respect of their own beneficial holdings
amounting, in aggregate, to 910,998 Existing Ordinary Shares,
representing approximately 1.1 per cent. of the Issued Share
Capital.
Background on the Company
Access Intelligence is a technology led company delivering SaaS
products that address the fundamental business needs of customers
in the PR, marketing and communications industries. Access
Intelligence's technology is relied on by more than 3,500
organisations every day, from global blue-chip enterprises and
world-leading marketing agencies to public sector and
not-for-profits organisations.
Access Intelligence combines AI technologies with human
expertise to analyse data and provide strategic insights in order
that organisations can understand what has impact on their
reputation and key audiences - from customers to stakeholders,
politicians to influencers and the media. In the age of
'information overload' where influence moves in real-time across
multiple platforms, Access Intelligence provides a single, real
time view of what's important. This includes where risks or
opportunities are emerging, when and how to engage and providing
customers with the tools to evaluate how effective PR,
communications and marketing activity is against commercial
objectives.
The Access Intelligence portfolio includes Vuelio, a technology
platform that helps organisations make their story matter. Vuelio's
holistic platform provides media, political and social media
insight with monitoring and analysis tools for PR, public affairs,
stakeholder engagement and influencer marketing.
Alongside Vuelio is Pulsar, the market leading audience insights
and social listening platform. Pulsar combines conversational and
behavioural data in over 60 languages from the world's leading
digital sources with analysis powered by vertical AI and smart
human research. It provides brands with actionable insights that
underpin marketing strategy and improves effectiveness.
The Access Intelligence portfolio also includes ResponseSource,
a network used by thousands of journalists and influencers to
secure the insight, information and connections they need.
ResponseSource reduces friction in the flow of information between
trusted experts.
Together, the Access Intelligence Group provides technology and
insights that power open and effective communication, strengthening
brand reputation and improving marketing engagement by transforming
relationships between business, media, government and the
public.
Vuelio
Vuelio delivers market leading communications technology that
combines media, political and social media insight with monitoring
and analysis tools for PR, public affairs, stakeholder engagement
and influencer marketing. It helps organisations make their story
matter improving PR, communications and marketing effectiveness by
enabling real-time engagement with key stakeholders within a full
communications workflow platform. Using Vuelio, users can
proactively promote and protect their organisation's reputation
with a flexible, scalable solution that can be accessed securely
wherever they are via the cloud.
Leveraging its extensive insights led contact database of
journalists, social influencers and politicians, Vuelio provides
its customers with the ability to understand who is important to
their organisation and reputation then communicate directly with
them. The platform provides monitoring and analysis tools with
impact measurement and ROI metrics in order to evaluate and improve
ongoing campaign and team performance.
The Vuelio platform includes:
-- Media & Influencer Database - the Vuelio global database
provides customers with all the information needed to better
understand and connect with the journalists and social media
influencers that matter to their story, topic or campaign;
-- Campaign Distribution - fast and effective campaign
distribution and management combined with analytics to gauge impact
by viewing live engagement rates;
-- Online Newsrooms - publish content easily within branded,
customisable newsrooms available to journalists, stakeholders and
influencers;
-- Media Monitoring - allowing customers to stay ahead of
breaking news and coverage with tailored alerts for broadcast,
print, online and social media;
-- Media Analysis and Reporting - evaluate the impact of
activity by analysing how content was received with practical
insight to make future communications work even better;
-- Canvas - instantly generates high impact, visual reporting of
news stories, social media activity, video and audio from across
the web and offline;
-- Stakeholder Management - ensures consistent engagement with
journalists, influencers and other key stakeholders across an
organisation by having a single, centralised online hub that
details every interaction between a team and key stakeholders;
and
-- Public Affairs - monitors Parliament, engages with political
stakeholders and contributes to policy, whilst accessing a
comprehensive who's who database of the UK and European political
landscape, that is constantly updated to reflect changes as they
happen.
ResponseSource
ResponseSource is a network that rapidly connects media and
influencers to the experts, resources and insights they need. It is
used by professionals in the PR, marketing and media industries and
includes the leading media enquiry service for journalists and
social media influencers. ResponseSource delivers a highly
complementary SaaS offering to the Vuelio platform and has a strong
recurring revenue profile with a loyal customer book of c.1,500
customers.
At the core of the ResponseSource offering is a real-time
'match-making' platform for journalists and PR professionals, in
which journalists and bloggers make requests for information to PR
agencies and brands to inform the articles, case studies,
interviews and product reviews they are working on. The service
brings efficiency to the flow of information between expert sources
- an ever-increasing priority in the 'fake news' era. With a large
proportion of the journalist population in the UK using
ResponseSource, it brings both significant cross-selling
opportunities to the Access Intelligence Group but also adds
real-time engagement to the Vuelio platform - making it stickier
for existing communications users and transforming the media and
influencer community into active users of the platform.
Pulsar
Complementing the reputation and engagement focus of Vuelio and
ResponseSource is Pulsar, the market leading audience insights and
social listening platform. Based on real-time data analysis of
social media, search data and online conversations globally in more
than 60 languages, Pulsar provides brand strategists, marketeers,
PR and product designers with actionable consumer insights. This
includes the ability to track how conversations develop around
themes, audience perception of brands and evaluation of the
performance of marketing and PR campaigns. Pulsar's data includes
search platforms Google and Bing; social media platforms such as
Facebook (public data), Instagram, Sina Weibo, VK, Twitter,
YouTube, LinkedIn and TikTok, as well as the smaller scale
micro-blogger space and consumer forums such as TripAdvisor,
Amazon, Reddit and Trust Pilot.
There are four key pillars to the Pulsar offering:
-- TRAC: Pulsar TRAC is a social listening and insight tool that
combines keyword and content tracking with audience segmentation,
enabling communications teams to understand audiences then map key
influencers in each conversation as it develops;
-- TRS: Pulsar TRS enables users to understand the spread of
social media engagement and track how conversations evolve and go
viral across social media platforms benefiting from a 14 year
historical data archive;
-- CORE: Pulsar CORE is an analytics tool that allows customers
to monitor the growth of their audience, benchmark themselves
against their competitors and track the performance of their
content across multiple owned channels, from social media to Google
analytics; and
-- Research: with its significant expertise and knowledge of the
audience intelligence market, Pulsar also delivers research and
consultancy services to provide industry-specific strategic
insights. Research includes marketing effectiveness, audience
discovery and creative development for brand messaging, integrating
quantitative and qualitative methodologies to turn audience data
into strategic insight.
Clients
Access Intelligence provides services to a diverse and extensive
blue-chip client base across both private and public sectors.
Clients include Amazon, Mastercard, BT, BBC, HSBC, AstraZeneca,
Twitter, Chanel and LinkedIn.
Overview Financial Information on Access Intelligence
Year ended Year ended Year ended
30 November 30 November 30 November
2020 2019 2018
GBP'000 GBP'000 GBP'000
Revenue 19,070 13,429 8,888
Gross Margin 72% 75% 70%
Adjusted EBITDA 686 805 34
Recurring Revenue 94% 97% 99%
Since 2018, the Company has completed the acquisitions of
ResponseSource in November 2018 and Pulsar in October 2019 both of
which enabled the Company to complement its Vuelio product offering
and broaden its capability. Coupled with this, the Company also
completed a number of product enhancements. Over the same period,
the Company has seen revenue increase by approximately 115 per
cent. to approximately GBP19.1 million in the year ended 30
November 2020 with recurring revenue comprising approximately 94
per cent. of the total revenue generated by the Group for the year
ended 30 November 2020. As the Company has increased its revenue,
the Company has seen Adjusted EBITDA increase to approximately
GBP686,000 for the year ended 30 November 2020, a year which
included the losses attributable to the Pulsar business acquired in
October 2019. Excluding Pulsar, the Group's adjusted EBITDA for the
year was approximately GBP2.7 million.
The year ended 30 November 2020 proved to be an exceptional year
for the Company in terms of new client wins. These included Amazon,
Aegon, Astra-Zeneca, Boots, Chanel, Dow Jones, Hulu, Levi Strauss,
LinkedIn, Lotus, Nintendo, Publicis, Saatchi & Saatchi, The
International Monetary Fund, Unicredit, Twitter, Veolia and WWF.
The Board believes that these client wins demonstrate the
increasing appeal of the Group's portfolio across a diverse range
of sectors and territories. Also in the year, the ACV base
increased by 21.0 per cent. to GBP21.9 million from 2019 with the
Company's growth rate more than doubling in the second half of the
year with strong new business and renewal rates underpinning growth
in ACV of GBP2.8m in the period. This compares to ACV growth of
GBP1.1m in the first six months of the financial year ended 30
November 2020, a period which was impacted by the global economic
disruption prompted by COVID-19 and the consequential delays in
investment decisions being taken.
Information on Isentia Group
History
Founded in 1982 as a mainstream media monitoring business,
Isentia has grown to be a leading media intelligence and insights
company in Australia, New Zealand and parts of South East Asia with
a presence in eight markets. Headquartered in Sydney, Australia,
Isentia listed on the Australian Securities Exchange in June 2014.
Since its listing on the ASX, it has developed its capabilities to
capture and deliver a broad mix of content through multiple
proprietary SaaS platforms, including its market leading
Mediaportal software, as well as its capabilities to provide value
added services ("VAS") through its Insights and Daily Briefings
products. Over the past 10 years, Isentia has focused on executing
a highly acquisitive strategy, making acquisitions which have
provided Isentia with opportunities to both expand its capabilities
and enter new geographies.
Business Model
Isentia provides media intelligence services to public and
private sector clients in Australia, New Zealand, and parts of
South-East Asia. Isentia is a market leader in the media
intelligence space in Australia, where it has over 50 per cent.
market share, as well as being a leading participant in New Zealand
and the locations in which it operates in parts of South-East Asia.
Isentia operates two key segments: the SaaS segment which is
centered around the provision of software and systems that capture,
enrich, interpret and analyse data from mainstream traditional
media, online and social media sources so as to deliver
business-critical media intelligence to its customers; and the VAS
segment, which provides bespoke insights and briefings reports to
assist clients to make more informed and timely business and
communications decisions and execute their media strategies.
Overview of Isentia's Data Methodology
Isentia generates its income from the provision of its SaaS
platforms and VAS offerings to over 2,400 clients in APAC, with
more than 70 per cent. of revenues coming from Australia and New
Zealand, the balance being attributable to the company's presence
in six countries in South-East Asia. Given its SaaS-led
subscription-based offerings, Isentia has a high portion of
recurring revenue (90 per cent. in the year ending 30 June
2020).
Isentia has enacted major changes to its management and
governance structure since 2018 with a new executive team appointed
in 2019 tasked with implementing a strategic plan that would help
Isentia to effectively challenge the increasing competition it was
seeing in its core markets of Australia and New Zealand and capture
the market opportunity in parts of the South-East Asian market.
Products and Services
Isentia's business model is structured such that it has two core
offerings, the SaaS platforms and additional VAS. Typically,
clients purchase Isentia's SaaS platforms on a subscription fee
model with contract terms of at least one year. In addition to
this, customers are able to make additional purchases, either as a
one-off assignment or at an incremental subscription fee, from
Isentia's VAS offerings. Isentia's flagship product, Mediaportal,
accounted for approximately 68 per cent. of revenue in the year
ending 30 June 2020.
SaaS: Mediaportal
Isentia offers media monitoring services through a number of
platforms, including its flagship product Mediaportal. The
Mediaportal platform is a proprietary subscription-based software
that has been continually upgraded to migrate it to the cloud and
afford the customer greater and more flexible functionality. It is
complemented by native mobile apps for Android and iOS devices.
Mediaportal has been developed in-house and provides clients with a
cloud-based workspace to review, organise, analyse and report on
traditional and social media activity and includes customisable
reporting and analytical tools. Mediaportal provides access to
time-critical and highly relevant tailored mainstream and social
media information that has been searched and filtered to the
client's specific brief and information requirements. Mediaportal
is central to Isentia's business model as it facilitates the
adoption of Isentia's further VAS offerings such as Media Impact
Analysis, Reputation Analysis and Daily Briefings.
Feeds:
Feeds provides the ability to view, organise and manage
integrated media across social, broadcast, print and online
sources. Feeds allows each individual user to browse coverage of
interest. Each user can set up as many as ten Feeds, by specifying
keywords, media types, sentiment, geographic region, media outlets,
or specific contacts.
Report Builder:
Mediaportal's reporting functionality allows clients to build a
range of outputs to meet organisational requirements. Reports can
be created in several flexible formats (custom reports, PDF, email
or plain text files). Users can select relevant coverage, add
external sources and create a themed report that reflects the
client's brand or campaign's colour and style.
Dashboard Analytics:
The analytics functionality in Mediaportal has been
significantly updated to reflect the needs of Communications and PR
professionals. The new dashboard in Mediaportal allows clients to
analyse campaigns, coverage or a topic of interest. There are a
wide range of templated charts, along with multiple filters (e.g.
date range, location, media type, sentiment) which enable clients
to analyse performance, discover the outlets influencing the story,
or explore coverage in a variety of ways.
Alerts:
Mediaportal offers flexible alerts across all media. This allows
clients to define how they receive specified coverage. Alerts can
be created and edited in an instant, ready to send content based on
client interests. One recent addition is Live Alerts, launched in
2019, which is a service providing text messages about media
mentions of specified terms (e.g. a brand) in broadcast media. The
product notifies clients in as little as four minutes after they
have been mentioned in a broadcast, enabling clients to be aware of
commentary immediately.
Journalist Database & Distribution:
Connect is Isentia's bespoke media contacts database covering
print, online, radio, and television journalists. The database can
be filtered by location, beat, and publication, and includes social
media handles, related roles, circulation, editorial/broadcast data
and topics of interest. Connect also enables clients to distribute
their news and media releases to key media contacts.
VAS: Media Analysis Reports
Isentia's Media Analysis Reports is a service which leverages
its extensive media monitoring capabilities, datasets and
proprietary research methodologies to create in-depth assessments
of clients' media impact media coverage. The reports assess the
effectiveness of communications and campaigns and include analysis
on the positive or negative sentiment being expressed in media
coverage as well as the effectiveness of communications and
campaigns. These reports are designed to enable clients to plan and
evaluate their performance both on internal KPIs as well as chosen
benchmarks against competitors.
VAS: Reputation Analysis
In 2019, Isentia launched its Reputation Analysis product which
is designed to help organisations benchmark, strategise and measure
reputation. The analysis uses an integrated framework to examine
the three most important drivers of organisational reputation:
strategy, culture, and delivery. All three drivers are analysed
independently, and the report includes an overall RepID score on a
scale of -10 to +10 which integrates the strategy, culture and
delivery scores, as well as providing detailed information on
performance across each driver and recommendations for improving
the RepID score.
VAS: Daily Briefings
Daily Briefings is a critical snapshot of the latest news,
delivered to clients by email, in a mobile friendly format.
Isentia's team of editors produce an easy to read report of
critical coverage from TV, newspapers, social media, online and
radio to keep clients informed about media mentions of their own
brand name, their executives, industry news, as well as competitor
activity.
Other Products & Platforms
Isentia has recently established a data science team, tasked
with creating new and innovative dashboards for clients, which go
beyond the data and functionality available in its other SaaS
platforms. Leveraging third-party data visualisation tools, this
team has the capability to innovate quickly and act as a sandbox
for new ideas, which may later be productionised in
Mediaportal.
Clients in Singapore also benefit from a range of sophisticated
social media analysis reports, which provide strategic insight and
direction for clients. These include Trendspotting, Segmentation
and Brand Impact Analysis.
Isentia also maintains several SaaS platforms in South East
Asia, which came from previous acquisitions which provide clients
with a variety of media monitoring and analysis tools. Local teams
also leverage these tools to deliver clients a variety of reports
with the objective of migrating these clients onto Mediaportal over
time.
Customers
Isentia has a high-quality client base including government and
leading corporates such as Nestle, Pfizer, Coca-Cola and DHL
Worldwide Express.
Location and Employees
Currently, Isentia operates in eight geographical markets across
Australia, New Zealand and South East Asia and has over 850
employees.
The Isentia Strategic plan
In recent years, there has been an increase in market
competition with some new providers offering new technologies at
sometimes a lower cost. This has resulted in Isentia's once
dominant position being reduced and seen a consequential reduction
in Isentia's revenue. Notwithstanding this increased competitive
environment and the associated impacts on Isentia, the business
retains a leading market position in its core Australian market
where it still boasts an estimated 50-60 per cent. market share of
the media intelligence market.
As a result of this increased competition causing a decline in
revenues, the Isentia board undertook a number of strategic
initiatives for growth including:
-- Enhancement of the existing product suite - given its
historic market leading position, limited investment had been made
to Isentia's existing products and new competitors had been able to
win customers with newer technologies;
-- Automation of certain elements within Isentia, allowing for
streamlined operations, faster speed of delivery and margin
improvement; and
-- Improvement to Isentia's social media offering and speed of
analysis to capture the strong and growing market in South-East
Asia where social is critical.
The current Isentia management team has achieved a number of
milestones on this strategic plan including the automation of all
press workflows, increasing the speed and reliability of core
systems and the introduction of Reputation Analysis. Going forward,
Isentia intends to continue working toward consolidating all its
systems onto a single platform, extend its machine learning
capabilities, rebuild its data pipelines, and continue to improve
its user interface. The Directors of Access Intelligence believe
that the combination of the businesses will allow for this
technology enhancement to occur more efficiently using the combined
technological know how within Isentia and Access Intelligence so as
to provide a superior product suite to existing and new
clients.
Overview Financial Information on Isentia
Six months
ended 31
December Year ended Year ended Year ended
2020 30 June 2020 30 June 2019 30 June 2018
AUD$'m AUD$'m AUD$'m AUD$'m
Revenue* 42.9 110.3 122.5 137.1
Underlying EBITDA** 5.5 24.8 23.1 33.1
Net profit after
tax* (5.9) (10.9) (34.3) 1.3
*Includes discontinued North Asian operations
**Underlying EBITDA represents earnings before interest, income
tax expense, depreciation and amortisation adjusted to eliminate
fair valued adjustments, impairment expenses, loss of disposal of
assets and other said items such as restructuring costs, legal and
settlement costs including costs related to the cyber incident in
October 2020. In FY20 the underlying EBITDA includes an IFRS 16
impact of approximately AUD$3.9m. In FY18, underlying EBITDA has
also been adjusted to exclude the impact of exited business and
proceeds from a legal settlement.
As described above, in recent years Isentia has seen increased
market competition including new market entrants in its core
markets of Australia and New Zealand with such competitors
providing new technologies at a sometimes lower cost. This, amongst
other things, has resulted in a reduction in Isentia's market share
and as a consequence has seen revenue and profitability reduce in
the period. In addition, as further described below, the financial
performance for the six month period to 31 December 2020 was
impacted by a significant cyber incident which saw Isentia's key
services disrupted for three to four weeks. The board of Isentia
estimated that the cyber incident negatively impacted Isentia's
EBIT for the half year ending 31 December 2020 by approximately
AUD$4.4m through a combination of lost revenues and additional
costs. As described above, certain initiatives have been commenced
by Isentia management to reduce the loss of clients through the
improvement of its existing product suite and also the
implementation of cost saving initiatives to reduce the cost
structure of the business.
Current Trading and Future Prospects
Access Intelligence
Access Intelligence announced its audited final results for the
year ended 30 November 2020 on 30 March 2021, reporting the
following highlights:
-- The Group's revenue increased by approximately 42 per cent.
to GBP19.1 million (2019: GBP13.4 million).
-- Excluding Pulsar, which was acquired in H2 2019, revenue
increased by 10 per cent. to GBP13.9 million.
-- Annual Contract Value ("ACV") base increased by 21 per cent.
to GBP21.9 million (2019: GBP18.1 million).
-- The Group delivered an Adjusted EBITDA* of GBP0.7 million (2019: GBP0.8 million).
The Company maintained strong growth in the first quarter of
2021, with new client wins including Atom, Eli Lilly, Euromonitor,
Mastercard, McLaren, Moonpig, Red Bull Racing, Sainsburys,
Securitas, Shelter, Size?, Stagecoach, Unicef and UK Research and
Innovation.
In a fund raising announced in December 2020, the Company raised
GBP10.0 million (before expenses) to enhance the Group's technology
and platform of products, for further geographic expansion, to
continue to explore suitable acquisition opportunities and to
further strengthen its Balance Sheet. During the first quarter of
the current financial year, the Company appointed both a new Chief
Operating Officer based in the UK and a Vice President of Sales -
Americas. With the US market being a key strategic opportunity, the
Company continues to build out its expanded US sales team. Whilst
still early days, the Company is pleased with the engagement being
seen in the US and has already managed to win contracts with
excellent blue chip brands such as Eli Lilly, Twitch and Havas.
The current financial year has continued the same momentum seen
by the Company during the second half of the financial year to 30
November 2020. In the six months to 31 May 2021, the Company has
continued to see strong new business and renewal rates with ACV as
at 31 May 2021 of approximately GBP24.7 million. New business sales
in the period were up 47 per cent. year on year and the Company
continues to see excellent upsells which increased by approximately
63 per cent. year on year. Revenue in the 5 months to 30 April 2021
is expected to be not less than GBP9.0m.
New client wins since the start of the current financial year
include Asda, Capita, EY, Financial Times and Unicef.
Isentia
Isentia announced its unaudited interim results for the six
months ended 31 December 2020 on 26 February 2021, reporting the
following highlights:
-- Revenue of AUD$41.8 million, down AUD$10.4m on H1 FY20 (excluding North Asia)
-- Cyber incident reduced revenue by AUD$3.3m; AUD$4.4m EBIT impact in H1 FY21
-- Transformation program reduces cost base; total costs down AUD$3.5m on H1 FY20
-- Underlying EBITDA of AUD$5.9m, down AUD$6.9m on H1 FY20
(Underlying EBITDA is inclusive of IFRS 16 and adjusted for certain
non-operating items and excludes North Asia)
-- Underlying EBITDA margin of 14.1 per cent. (FY20: 24.5 per
cent.) (Underlying EBITDA is inclusive of IFRS 16 and adjusted for
certain non-operating items and excludes North Asia)
-- Net Profit After Tax before Amortisation (NPATA) loss of
AUD$5.2m (NPATA is net profit after tax before the amortisation of
acquired intangibles and includes North Asia)
-- New 3-year debt facility of AUD$46.6m; net debt of AUD$30.3m at 31 December 2020
In October 2020, Isentia announced that it had been subject to a
cyber security incident, disrupting its services within its SaaS
platform Mediaportal. As a result of the incident, Isentia's
operations and financial performance were impacted which saw the
key services disrupted for three to four weeks. The cyber incident
is estimated to have reduced revenue by AUD$3.3m in H1 FY21 as
discounts and credits were provided to affected customers. Isentia
also incurred additional remediation costs, leading to a direct
EBIT impact of approximately AUD$4.4m in the six months ending 31
December 2020.
The following text is taken from Isentia's interim announcement
made on 26 February 2021:
"Isentia faced a number of challenges in the first half
including a cyber incident that severely disrupted services in the
December quarter and second waves of COVID-19 that affected
operations in South East Asia. These factors, along with a highly
competitive environment in Australia, led to an AUD$10.4m decline
in revenue to AUD$41.8m. This was partly offset by ongoing
transformation and efficiency programs which delivered an 8.9 per
cent. reduction in total costs resulting in underlying EBITDA of
AUD$5.9m.
The cyber incident is estimated to have reduced revenue by
AUD$3.3m in H1 FY21 as discounts and credits were provided to
affected customers. Isentia also incurred additional remediation
costs, leading to a direct EBIT impact of approximately AUD$4.4m in
the first half. The FY21 EBIT impact is expected to be
AUD$7.0-8.0m, slightly below previous guidance of AUD$7.0-8.5m and
encompasses both the direct and downstream effects of the
incident."
Since the cyber security incident, the Board of Isentia has
taken measures to ensure it improves its security and ensured that
processes and controls are in place to better protect the company
against such incidents.
Isentia revenue and underlying EBITDA(1) for the 11 months to 31
May 2021 from Isentia's unaudited management accounts is AUD$76.4
million and AUD$12.8 million (vs. AUD$93.9m and AUD$22.5m(2) for
the 11 months to 31 May 2020)
Trading Update for 11 months to 31 May 2021 (Unaudited
Management Accounts)
AUD$m 11 Months 11 months
to May 2021 to 31 May
2020
---------------------- ------------- -----------
ANZ Revenue 56.9 70.5
South East Asia
Revenue 19.5 23.4
Total Revenue 76.4 93.9
Total Costs 63.6 71.4
Underlying EBITDA(1) 12.8 22.5
Isentia have noted that the period was impacted in part by the
cyber incident in October 2020 that had an approximately AUD$3.3
million direct impact on revenue, approximately AUD$4.4 million
direct impact on EBIT and an approximately AUD$4.4 million direct
impact on cash. In addition, and as previously reported, the cyber
incident resulted in a delay to key strategic projects which were
aimed to reduce churn in the business and, as outlined in the 1H21
results presentation, this has had a consequential impact on FY21's
results when compared to expectations.
In addition, Isentia has continued to face some business
challenges during FY21 including continued competition in Australia
and NZ which has affected customer retention and pricing,
competition in Asia and ongoing COVID-19 headwinds (particularly in
the South Asian markets).
1- Underlying EBITDA is inclusive of IFRS 16 and adjusts for
approximately AUD$5.7m in costs associated with the transaction
incurred to date, copyright tribunal related expenses, North Asia
trading and closure costs, one-off costs associated with the cyber
incident in October 2020 and other restructuring related
expenses.
2- FY20 underlying EBITDA is inclusive of IFRS 16 and adjusts
for North Asia trading and other non-operating items.
3- Year to date is for the 11 months to 31 May
Some of this information relates to past performance. Past
performance is not a reliable indication of future results.
Background to, and reasons for, the Acquisition and strategy of
the Enlarged Group
The Directors believe that following the Acquisition, the
Enlarged Group will benefit from greater scale, a superior product
offering and greater geographic reach as well as being able to
benefit from business synergies available from a combination of
Access Intelligence and Isentia.
Isentia's market leading position in APAC is underpinned by a
sales and operational infrastructure across ANZ as well as the
major South East Asian economies. A key element of Access
Intelligence's strategy is to continue to expand and diversify
revenues globally to complement its market leading position in
Europe and growing presence in the US. The Vuelio and Pulsar
products have already been proven in APAC and the Middle East, with
blue-chip customers in these regions. Isentia's current product
portfolio is limited to media monitoring, entry-level social
listening and manual insights, and this represents significant
cross-sell and up-sell opportunities for Vuelio's wider
communications campaign management platform and influencer
database, as well as Pulsar's advanced audience analysis and social
media intelligence. Isentia recognises that its existing social
offering is limited and as a result Isentia and Access Intelligence
are already working together on potential opportunities to provide
Access Intelligence's Pulsar offering to Isentia's existing
customer base.
The Acquisition represents an opportunity to scale Access
Intelligence's sales infrastructure across eight countries in Asia.
This is an ideal platform for cross-selling opportunities of the
Pulsar audience intelligence and social listening platform. APAC is
the fastest growing market for social media analytics, with a
projected CAGR of 33.2 per cent. between 2019 and 2024, rising from
US$1.4bn to US$6bn. In contrast to consumer adoption, the Directors
believe that Isentia's existing product is underinvested to meet
the growing sophistication of marketing communication professionals
in the region.
The Enlarged Group's strategy will be to seek to capitalise on
its leading position as a provider of SaaS solutions for the PR,
communications and marketing industries. The Board of Access
Intelligence's strategic vision is to apply technology and insight
to transform the relationships between business, media, government
and the public through the provision of a next-generation
intelligence marketplace.
The Enlarged Group will be able to offer its target market a
broader suite of technology products serving the traditional and
social media monitoring markets and strong analytic capabilities
providing cross-selling and upselling opportunities amongst
Isentia's 2,400 customers and Access Intelligence's 3,500 customers
with limited cross over between them.
Integration Plan
The Company has developed a comprehensive plan which aims to
ensure the success of the Acquisition and the engagement of both
businesses in delivering their respective targets. Whilst the
intention is to integrate certain functions of the Enlarged Group,
as described below, given the geographic locations of both
businesses and the regional strength of the Isentia brand, it is
the intention to continue to operate as two entities with each
respective brand remaining in use but with the opportunity to
leverage off each company's expertise and technology product
range.
It is the intention that Joanna Arnold, CEO of the Company, will
be relocating to Australia for a minimum of twelve months in order
to oversee the initial and key stages of integration post
Implementation of the Acquisition. The Board has identified a
number of areas for integration, with a particular focus on
collaborating sales processes, merging key parts of the technology
platforms and aligning critical systems and processes, including
the automation of a number of Isentia's services and products.
The Company's integration plan includes the establishment of a
central integration management office ("IMO"), supported by third
party engagement to define best practices, governance and execute
the integration plan. The IMO will be governed by a combined board
of executives taken from both Isentia and Access Intelligence with
additional engagement from Access Intelligence and Isentia's senior
management team. The IMO will oversee the four core
workstreams:
-- Communications and brand
-- People and culture
-- Value drivers and cost synergies
-- Back office support systems
Certain key items identified by the Board that is expected to
aid successful integration of the businesses include:
Sales/Product Launch: The Board has identified a number of areas
within the existing Isentia product suite and sales systems that
can be enhanced and integrated. This includes analysing where there
might be gaps within Isentia's existing features and content,
alongside mapping Isentia's sales systems and processes. Once
complete, the Board will have a greater understanding of the
operational efficiencies and changes that can be made to bring
these in line with those at Access Intelligence.
Product/Go-to-market: As described, the Board believes that the
Pulsar offering will be well received in the APAC region, similarly
that Isentia's Insights offering will be additive to Access
Intelligence's existing European and US customers and the market as
a whole. It is the Board's intention to launch these products in
the respective regions during the course of Q4 2021. The launch of
these products in the respective markets will also require building
out the product sales and support teams in the respective
regions.
The Board believes Isentia's Insights offering can be further
enhanced through the inclusion of the Company's Pulsar social
listening solution. This integration will enable Isentia to offer a
greater depth of audience analysis to existing customers, which the
Board believe will aid customer retention, and which will also
prove an additive value proposition when originating new
business.
Automation: The Board has identified a number of services and
products which Isentia offers that the Board intends to automate
across research, content, and the order-to-cash (finance)
systems.
Research: Automation of key activities in the fabrication of
Isentia's Media Insight reporting business, that are currently
produced manually, which will also increase the depth and quality
offered. The automation plan is forecast to complete within six
months of the Acquisition Completing, at which point the Board
believes that it will begin to realise annual synergies.
Content: Shortly after the Acquisition, Access Intelligence
intends to review Isentia's media feeds (including print, online
and broadcasting content) with the intention of rationalising data
suppliers across both companies and adopting more automated
approaches across the regional data streams within 12 months.
Assuming that the Company successfully automates these services
and products, it expects to proceed to develop a combined social
listening and media monitoring solution with access to global
social and media data, whilst still preserving best-in-class
solutions for Media Monitoring with regional content, and the
Directors anticipate that this will be complete within 24 months of
the Acquisition Completing.
Finance & Order-to-Cash : The Company has also identified a
number of back-office processes within Isentia that require updated
systems and processes, including within the finance systems, and
the order-to-cash process as a whole. As the Company demonstrated
in the acquisition of ResponseSource and Pulsar, moving the
accounting and finance of Isentia onto the same software will
produce a more efficient reporting system that will provide
management with enhanced and more granular management information.
It is expected that this will be complete within nine months of the
Acquisition concluding.
In addition, Access Intelligence believes that there are
excellent opportunities to align the approach being taken by the
respective sales teams within Isentia and Access Intelligence and
the approach to the delivery of client service, cross-selling and
up-selling opportunities.
Integration Synergies
On completion of the Acquisition, it is intended that the
Enlarged Group will remain headquartered in London. The Directors
expect the Enlarged Group to achieve certain immediate synergies
pursuant to the Acquisition, including, but not limited to, ASX
listing fees, which total approximately AUD$1.5m which it would
expect to be delivered within the first six months of the
Acquisition completing. The Board believes that there are further
synergies that can be realised as the benefits of the integration
plan set out above, including the ongoing automation of Isentia's
technology, are delivered.
The Enlarged Group will benefit from corporate level synergies,
by structuring the Enlarged Group as a singular listed vehicle as
described above. The Board will also look at the opportunities
available to create further efficiencies from its data suppliers by
negating the need to duplicate providers whilst also accelerating
plans to improve automation within the Group, especially amongst
regional data streams. The Board anticipates that the Enlarged
Group will require a reduced property footprint as automation
initiatives are implemented with the Enlarged Group seeking to
focus on a key central hub to support the Enlarged Group's client
and internal administrative activities.
Finally, given the complementary nature of the Isentia and
Access Intelligence product offering and Access Intelligence's
experience of the benefits that can be delivered by adding new
capabilities into its suite of products, the Board of Access
Intelligence also believe that the Acquisition will create possible
revenue synergies as it leverages the cross-sell and up-sell of
products and new sales across its enlarged customer base.
Competition and the Market
Market opportunity
The strategic direction for Access Intelligence is derived from
the Board's strong belief that macro business and socioeconomic
trends are rapidly changing the communications landscape. These
include the fragmentation of traditional media, the exponential
take-up of social media and the increasingly direct link that
company reputation has with share price performance and customer
engagement.
The Board of Access Intelligence believe that the global
marketing industry is growing and undergoing rapid transformation
that is driven by technology, the proliferation of marketing
channels and influencers and the convergence between PR and
communications and the broader marketing sector. This is seen most
clearly with the exponential growth in social media and content
marketing that deploy earned media tactics most in common with
traditional PR. Marketing spend in these disciplines increasingly
outperforms other tactics leading to 71 per cent. of marketeers
planning to increase earned media spend compared to owned and paid
media. The Board of Access Intelligence believe that companies
today need a 'single' live view of who is important to their
customers and reputation, including understanding when and how to
engage with their customers. This insight is increasingly important
to brand strategists who use media, political and influencer
insight, monitoring and analysis, not only to define marketing
delivery but also to test market messaging and determine returns on
investment.
Together, these trends have combined to lead to forecasts that
the US$1.7tn (PWC/Redburn:2019) global marketing industry will
increase spend on marketing technology software by 27 per cent.
between 2018 and 2022 (Forrester: 2018). In particular, the growth
in social media and content marketing is leading to increased spend
on social media analytics which according to analysts is expected
to grow from US$3.6 billion in 2020 to US$15.6 billion in 2025 at a
CAGR of 34.1 per cent.
The Group meets this challenge by providing next generation
marketing intelligence that improves marketing and communications
strategy; reputation management; stakeholder and customer
engagement. The Group stays ahead of market change by investing in
people and technology to accelerate the development of product and
data insights, crucial for marketing and communications decision
makers to understand where audiences exist, what content is
resonant, and how to manage reputation and maximise brand profile
now and in the future.
The Access Intelligence strategy is to integrate technologies
with human insights to create a next generation marketing
intelligence platform that removes inefficiency and improves the
effectiveness of information flows between organisations,
government, media and the public. It will power open, real-time
communication between a trusted network of opinion leaders from
education, business, government, media to influencers who in turn
are able to reengage with communities disenfranchised by fake news
and spam. The result will be a collaborative communications
industry built on trusted insight and an expanding network of
connections, new and established.
The leadership team of Access Intelligence believe organisations
are challenged by 'information overload' where finding credible,
expert information is increasingly difficult as is identifying who
is most influential on a topic or to a business.
Market dynamics
The marketing communications ("marcoms") industry can be
attributed to four disciplines of business:
-- Earned media - the organic development of positive attention
received from external sources;
-- Owned media - organic content that is solely controlled by the creator;
-- Paid media - exposure gained through payment for access to a platform or space; and
-- Shared media - user-generated content and social media.
The Directors believe that the marcoms industry is experiencing
strong structural tailwinds, accelerating market growth across all
four product disciplines. The application of complex data analytics
softwares and the development of nascent methodologies is further
converging disciplines. As the marcoms industry sees a converging
of disciplines between earned, shared, owned and paid media, so do
the estimated market sizes across the sector continue to grow. The
global communications software market is expected to grow to
US$10.8bn by 2023 whilst the increasing use of social media is
seeing an accelerated growth in the global social media analytics
industry software market and is expected to grow from US$4.7bn in
2019 to US$19.3bn in 2024. The convergence of earned, shared, owned
and paid media is driving demand for more sophisticated and
comprehensive analytics solutions designed for untangling the
causation and correlation of stories and engagements both online
and offline.
To explain the complex relationships between stories and
engagements a four part framework involving Identification,
Engagement & Distribution, Analysis and Monitoring can be
applied. Access Intelligence has broken this down further into
twelve product areas which are covered by the Access Intelligence
suite of solutions, so as to simplify the varied dynamics and
complexity of a customer's requirements.
Competitive landscape
There are a number of competitors that provide technology
propositions to the PR, communications and marketing sector but
they are typically single point solutions rather than addressing
the need of delivering a 360 degree, real time view of reputation.
The Access Intelligence leadership team believe its integrated
proposition is unique in addressing the reputation, influencer and
monitoring needs that organisations will increasingly have.
The Company believes that few organisations in the sector have
global operations and larger competitors are still receiving a
majority of revenue from traditional operations such as press
release distribution and print media monitoring. The Board believes
that its main competitors across the key geographies in which it
operates include, but are not limited to, the following:
Americas: Cision, Meltwater, Sprinklr, Agility, Netbase and
Brandwatch.
EMEA: Cision, Kanta, Unicepta, Sprinklr, CARMA, Agility,
Netbase, Brandwatch, Dods, DeHavilland and Signal
APAC: Isentia, Meltwarer, Cision, Kantar and Streem
The Directors believe that a number of the Group's competitors
provide single-point solutions to the PR or marketing industries.
Smaller, more local competitors often provide more focused
solutions in areas such as political monitoring, stakeholder
management or newsroom creation. The Board believes that this
single point solution approach fails to meet the increasing demands
of the PR and marketing sector and global brands which require a
full, real-time view of reputation that spans both disciplines.
Summary terms of the Acquisition and the Scheme
It is intended that the Acquisition will be effected by a Court
approved scheme of arrangement between Isentia and Isentia
Shareholders (other than Excluded Isentia Shareholders) under Part
5.1 of the Corporations Act. The Company has reserved its right to
implement the Acquisition by way of a Takeover Offer in certain
circumstances if needs be, though this is not the Company's present
intention and if this were to occur this would be subject to
Australian law considerations.
The purpose of the Scheme is to enable the Company (through its
Australian subsidiary Vuelio Australia Pty Limited which is
currently intended to act as the bidder for the Acquisition) to
become the owner of the whole of the issued share capital of
Isentia as at the Scheme Implementation Date (other than any
Isentia Shares it owns at that date). The Acquisition is
conditional on the Scheme becoming Effective no later than the End
Date.
Under the Scheme, the Isentia Shares will be transferred to the
Company in consideration for which the Isentia Shareholders (other
than Excluded Isentia Shareholders) will receive the cash
consideration (details of which are set out below).
The Acquisition will be subject to the satisfaction (or where
applicable, waiver) of the Scheme Conditions and certain further
terms summarised below and which will be set out in full in the
Scheme Booklet.
The Acquisition is conditional, inter alia, on:
-- approval of the Scheme by Isentia Shareholders (other than
Excluded Isentia Shareholders) at the Isentia Shareholder
Meeting;
-- the passing of the Resolutions numbered 1-3 by Access
Intelligence Shareholders at the General Meeting;
-- approval of the Court;
-- Isentia continuing to operate its business in the ordinary
course and no material change to its business occurring between the
date of the Scheme Implementation Deed and 8.00am on the Second
Court Hearing; and
-- the parties' respective warranties being true and correct in
all material respects on the date of Scheme Implementation Deed and
at 8.00am on the day of the Second Court Hearing.
Pursuant to the Scheme Implementation Deed, should the
Resolutions numbered 1-3 not be passed by Access Intelligence
Shareholders, Access Intelligence will be obliged to pay to Isentia
a break fee of AUD$500,000.
In addition to and separately from the Scheme, on 15 June 2021
Vuelio Australia Pty Ltd and Spheria Asset Management Pty entered
into a share purchase agreement whereby Vuelio Australia Pty Ltd
agreed to purchase 39,708,447 fully paid ordinary shares in Isentia
Group Limited from Spheria Asset Management Pty for an aggregate
purchase price of A$6,948,978.22. Completion of the sale and
purchase is not conditional on Re-Admission and shall occur
immediately after the execution of the agreement.
Consideration
Under the terms of the Scheme, Isentia Shareholders (other than
Excluded Isentia Shareholders) will be entitled to receive:
AUD$ 0.175 for each Isentia ordinary share in issue as at the
Scheme Record Date
valuing the entire issued and to be issued share capital of
Isentia at approximately AUD$35.6 million (GBP19.4 million).
The consideration for the Acquisition is being satisfied by part
of the proceeds of the Fundraising. Pursuant to the terms of the
Scheme, the consideration for the Acquisition needs to be received
in cleared funds by the receiving agents prior to the Scheme
Implementation Date. The consideration will be paid to Isentia
Shareholders (other than Excluded Isentia Shareholders) on the
Scheme Implementation Date.
As the Acquisition will see the Company acquire the Isentia
Group, the Acquisition also means that the Company will acquire the
Isentia Group's existing senior debt and other indebtedness. The
Company will procure the repayment of Isentia's senior debt and
other indebtedness as soon as is practicable following
Implementation of the Acquisition which it intends to do out of the
proceeds from the Fundraising.
Australian court process for the Scheme
First Court Hearing
At the First Court Hearing, Isentia will apply to the Court for
an order approving the Isentia Shareholder Meeting to be held.
Isentia Shareholder Meeting
At the Isentia Shareholder Meeting, Isentia Shareholders (other
than Excluded Isentia Shareholders) will be asked to consider and
vote in favour of the Scheme.
The Scheme will only be binding upon Isentia Shareholders (other
than Excluded Isentia Shareholders) if the resolution is passed
by:
-- a majority in number of Isentia Shareholders in that class,
present and voting either in person or by proxy; and
-- 75 per cent. of the total number of votes cast by the Isentia
Shareholders in that class, present and voting either in person or
by proxy.
It is presently envisaged that there will only be one class of
Isentia Shareholder. If either of the limbs above is not satisfied,
the Scheme will fail. However, the Court has the power to dispense
with the first limb.
Second Court Hearing
Even if Isentia Shareholder approval for the Scheme is obtained
at the Isentia Shareholder Meeting and all other conditions
relating to the Scheme have been satisfied or waived, the Scheme
can only become binding if it receives approval from the Court at
the Second Court Hearing.
The Court has a general discretion whether to approve the
Scheme. In deciding whether to approve the Scheme, the Court must
satisfy itself, among other things, that:
-- the Scheme has been approved by the requisite majority of
properly informed Isentia Shareholders;
-- the majority of Isentia Shareholders have acted in good faith
and not in pursuit of some illegitimate purpose; and
-- the Scheme is sufficiently fair and reasonable that an
intelligent and honest person, acting alone in respect of their
interests as a shareholder, might approve the scheme; and
either:
o ASIC has issued a letter stating that it has no objection to
the scheme; or
o if ASIC does not issue a no objection letter, the Scheme has
not been proposed for the purpose of any person avoiding the
operation of any of the takeover provisions in the Corporations
Act.
If the Court satisfies itself in respect of the necessary
considerations (summarised above), an order approving the Scheme
will be issued.
Scheme becoming Effective
The Scheme will become Effective and will be binding on Isentia
and Isentia Shareholders once a copy of the court order approving
the Scheme is lodged with the Australian regulator, ASIC.
Implementation
Between the Effective Date and the Implementation Date, Isentia
will close the Isentia Share Register and ascertain which Isentia
Shareholders (other than Excluded Isentia Shareholders) are
registered as such as at the Scheme Record Date.
On the Implementation Date, provided the Scheme Consideration
has been received in accordance with the terms of the Scheme:
-- all of the Isentia Shares other than those held by Access
Intelligence will be transferred to Access Intelligence; and
-- the Scheme Consideration will be delivered to Isentia
Shareholders (other than Excluded Isentia Shareholders) registered
as such as at the Scheme Record Date.
Delisting from the ASX
Following Implementation of the Scheme, Isentia will, at the
direction of Access Intelligence, apply for the termination of the
official quotation of Isentia Shares on the ASX and for Isentia to
be removed from the official list of the ASX, each to occur on a
date after the Implementation Date to be determined by Access
Intelligence.
General
The Scheme will be governed by the laws of New South Wales,
Australia and will be subject to the non exclusive jurisdiction of
the courts of New South Wales, Australia.
Details of the Fundraising and Use of Proceeds
The Fundraising
Under the terms of the Placing Agreement, finnCap has
conditionally placed 39,847,658 Placing Shares at the Placing Price
by way of a non-pre-emptive placing to institutional and other
investors. The Placing is expected to raise gross proceeds of
approximately GBP47.8, before expenses.
In addition to this, the Company has entered into the
Subscription Letter pursuant to which 1,819,009 Subscription Shares
have been subscribed for at the Placing Price. The Subscription is
expected to raise gross proceeds of approximately GBP2.2m, before
expenses.
The aggregate gross proceeds of the Fundraising are expected to
be approximately GBP50.0m, before expenses.
The Placing Price of 120 pence per Fundraising Share represents
a discount of approximately 10.8 per cent. to the closing
mid-market price of 134.5 pence per Ordinary Share on 11 June 2021,
being the latest practicable date. The Fundraising Shares will, in
aggregate, represent approximately 32.5 per cent. of the Enlarged
Issued Share Capital following Fundraising Admission (excluding the
2,966,666 Ordinary Shares held in treasury and assuming full take
up under the Retail Offer). The Fundraising Shares will be issued
credited as fully paid and will be identical to and will rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all future distributions, declared, paid or
made in respect of the Ordinary Shares following the date of
Fundraising Admission. Neither the Placing nor the Subscription are
being underwritten.
As noted above, pursuant to the requirements of an acquisition
by way of a scheme of arrangement in Australia, the consideration
for the Acquisition needs to be received by the receiving agent
before the Scheme Implementation Date. Therefore, Fundraising
Admission will occur after the Effective Date but approximately six
Business Days before the Acquisition completes on the Scheme
Implementation Date. Nevertheless, if the Scheme is approved at the
Second Court Hearing, there will be no conditions to the
Acquisition remaining other than the payment of the consideration
to the Isentia Shareholders which occurs on the Scheme
Implementation Date.
Application will be made to the London Stock Exchange for the
Fundraising Shares to be admitted to trading on AIM. It is expected
that Fundraising Admission will become effective in respect of, and
that dealings in the Fundraising Shares on AIM will commence at
8.00 a.m. on 23 August 2021.
The Placing is conditional, among other things, upon:
i. the Resolutions to be proposed at the General Meeting being passed without amendment;
ii. as at 8.00 a.m. on the date of the Second Court Hearing, the
Scheme of Arrangement becoming unconditional;
iii. compliance by the Company in all material respects with its
obligations under the Placing Agreement;
iv. the Subscription becoming unconditional; and
v. Fundraising Admission becoming effective on or before 23
August 2021 or such later date as the Company and finnCap may agree
but in any event not later than 15 December 2021.
The Subscription Letter is conditional, inter alia, upon, the
passing of the Resolutions without amendment, the Placing becoming
unconditional and Fundraising Admission taking place on or before
23 August 2021 or such later date as the Company and finnCap may
agree but in any event not later than 15 December 2021.
The Placing Agreement contains customary warranties given by the
Company and the Directors to finnCap as to matters relating to the
Enlarged Group and its business and a customary indemnity given by
the Company to finnCap in respect of liabilities arising out of or
in connection with the Proposals. finnCap is entitled to terminate
the Placing Agreement in certain limited circumstances prior to
Fundraising Admission, including circumstances where any of the
warranties are found to be materially untrue, inaccurate or
misleading or the occurrence of certain force majeure events.
The Fundraising Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where
it would be unlawful to do so.
Use of proceeds
The net proceeds of the Fundraising of approximately GBP50.0m
will be used as follows:
-- Approximately GBP19.4m will be used to pay the Acquisition
consideration payable to Isentia's shareholder under the terms of
the Acquisition;
-- Approximately GBP24.4m will be used to repay all of the
outstanding drawn down debt within Isentia as at the date of
Implementation which is estimated to be approximately
AUD$44.8m;
-- Approximately GBP1.6m will be used to repay the CBILs
facility, entered into in December 2020 as following the
Acquisition the Company will no longer be eligible for the CBILs
scheme; and
-- the remaining balance will be used to provide additional
working capital for the Enlarged Group.
Given the period of time between the signing of the Scheme
Implementation Deed and the Scheme Implementation Date, the Company
is putting in place a hedging facility as the Acquisition
consideration and the repayment of Isentia's indebtedness is in
Australian dollars and the Fundraising is in pound sterling.
The Retail Offer
The Retail Offer is being arranged by PrimaryBid through the
PrimaryBid platform (https://primarybid.com) and the other terms
and conditions of the Retail Offer will be made available to Retail
Offerees on the PrimaryBid platform. The maximum amount (before
expenses) which may be raised pursuant to the Retail Offer will be
GBP2.0 million (before expenses). All information provided in
relation to the Retail Offer in the admission document is for
information purposes only and Retail Offerees are being provided
with a separate document setting out the terms of the Retail
Offer.
The Retail Offer may raise up to approximately GBP2.0 million
(before commission and expenses). The Retail Offer is not
conditional on the Fundraising or the Acquisition and is being
undertaken to facilitate potential retail participation in the
Company. The new Ordinary Shares to be issued under the Retail
Offer will represent approximately 1.9 per cent. of the enlarged
share capital on Retail Offer Admission, assuming maximum take-up
under the Retail Offer and excluding the 2,966,666 Ordinary Shares
held in treasury. The new Ordinary Shares will be issued credited
as fully paid and will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared paid or made
after Retail Offer Admission. 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 Retail Offer Admission will occur on 21 June
2021.
The proceeds of the Retail Offer will be used for working
capital purposes for the Company.
Directorate Appointment
The Company has today appointed Katie Puris to its Board as
Non-Executive Director with immediate effect.
Katie is the Managing Director of Global Business Marketing for
TikTok, where she leads a creative marketing team and drives
awareness of TikTok's innovative digital marketing solutions that
give brands and marketers the tools to be creative storytellers and
challenge the status quo. Prior to TikTok, Katie spent 20 years in
leadership roles at Facebook, Google and BBDO, building
partnerships with the world's leading brands and agencies. Katie
serves on the board of two education-based non-profits - the
Windward School, supporting children with learning disabilities,
and Hudson Link, providing higher education to incarcerated men and
women.
Director Participation and Related Party Transactions
The following Directors will subscribe for an aggregate of
62,499 Placing Shares as set out below:
Number
of Placing
Shares
Existing subscribed Result
Existing Shareholding for in Resultant shareholding
Name Role Shareholding % the Placing shareholding %*
Mark Fautley CFO 62,828 0.07% 8,333 71,161 0.06%
Christopher
Satterthwaite Chairman 77,632 0.09% 12,500 90,132 0.07%
Non-Executive
Chris Pilling Director 25,000 0.03% 25,000 50,000 0.04%
Non-Executive
Sarah Vawda* Director nil nil 16,666 16,666 0.01%
*Shares held by Vawda Associates, a company wholly owned by
Sarah Vawda
*Assumes full take up of the Retail Offer Shares under the
Retail Offer and excludes the 2,966,666 Ordinary Shares held in
treasury
Kestrel Partners LLP ("Kestrel") and Canaccord Genuity Group Inc
("Canaccord") have agreed to subscribe for, respectively, 8,750,000
and 3,333,333 Placing Shares pursuant to the Placing. Kestrel and
Canaccord are both related parties of the Company for the purposes
of the AIM Rules by virtue of their status as substantial
shareholders holding 10 per cent. or more of the Existing Ordinary
Shares. The Board consider, having consulted with the Company's
nominated adviser, finnCap, that the terms upon which Kestrel and
Canaccord are participating in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
In addition, 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. Joanna Arnold and Katie Puris 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.
Irrevocable Undertakings and Letters of Intent
The Company has received the following irrevocable undertakings
from the following Directors and certain other Shareholders to vote
in favour of the Resolutions in respect of the following number of
Ordinary Shares:
Number of Ordinary % of voting
Name Shares rights
Christopher Satterthwaite 77,632 0.09%
Joanna Arnold 745,538 0.88%
Mark Fautley 62,828 0.07%
Chris Pilling 25,000 0.03%
Kestrel Partners LLP 21,447,433 25.33%
Gresham House Asset Management 6,258,572 7.39%
Chelverton Asset Management 5,791,327 6.84%
In addition, the Company has received non-binding letters of
intent to vote in favour of the Resolutions in respect of
27,499,077 Ordinary Shares.
In aggregate, therefore, the Company has irrevocable
undertakings and non-binding letters of intent to vote in favour of
the Resolutions in respect of 61,907,407 Ordinary Shares
representing approximately 73.1 per cent of the Issued Share
Capital.
Share Option Scheme and Long-Term Value Creation Plan
The Company currently has in place the Share Option Scheme under
which it has granted both EMI Options and NTA Options. On
Re-Admission, Options will be outstanding over a total of 5,820,399
Ordinary Shares, of which 2,000,000 Options will be held by
Directors.
The Board intends to put in place the Long-Term Value Creation
Plan following Implementation of the Acquisition. The Long- Term
Value Creation Plan is intended to assist with the retention and
motivation of key employees of the Enlarged Group with the aim of
incentivizing and rewarding exceptional levels of performance over
a four year period. The Long-Term Value Creation Plan will provide
the potential for rewards for executive directors only if
shareholders benefit from sustained share price growth over a four
year period.
General Meeting
A notice convening a General meeting of the Company, to be held
at 10.00 a.m. on 9 July 2021 will be sent to Shareholders alongside
and admission document to approve the relevant resolutions.
Regulatory Disclosures
In accordance with Rule 17 and Schedule 2(g) of the AIM Rules
for Companies, Katie Ellen Puris (nee Riccio), aged 48, is, or has
been within the last five years, a director or partner in the
following companies and partnerships:
Current directorships and partnerships Past directorships and partnerships
held within the last five years
The Windward School N/A
Hudson Link for Higher Education
in Prison, Inc.
In August 1997, Katie entered voluntary insolvency proceeding in
Maryland USA with outstanding debts of approximately US$10,000 owed
to credit card companies. The insolvency proceedings were closed in
December 1997 following a final decree from the courts in
Maryland.
Katie does not have an interest in any Access Intelligence
shares. There is no other information required to be disclosed
under Rule 17 and Schedule 2(g) of the AIM Rules for Companies.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the admission document 15 June 2021
Expected time and date of the Retail Offer 8.00 a.m. on 21 June
Admission 2021
CREST accounts credited with the Retail 8.00 a.m. on 21 June
Offer Shares 2021
Dispatch of definitive share certificates Within 10 business
for the Retail Offer Shares days of Retail Offer
Admission
Latest time and date for receipt of completed 10.00 a.m. on 7 July
Forms of Proxy 2021
General Meeting 10.00 a.m. on 9 July
2021
Expected time and date of Fundraising Admission 8.00 a.m. on 23 August
2021
CREST accounts credited with the Placing 8.00 a.m. on 23 August
Shares and Subscription Shares (where applicable) 2021
Dispatch of definitive share certificates Within 10 business
for Placing Shares and Subscription Shares days of Fundraising
(where applicable) Admission
Expected date for Implementation of the 1 September 2021
Acquisition
Cancellation of trading on AIM of the Enlarged 7.00 a.m. on 2 September
Share Capital 2021
Re-Admission effective and dealings in the 8.00 a.m. on 2 September
Enlarged Share capital commence on AIM 2021
Note:
Save in relation to the date on which the admission document is
published and in relation to the Implementation of the Acquisition
as set out below, each of the dates in the above timetable is
subject to change at the absolute discretion of the Company and
finnCap without further notice.
All times are London times unless otherwise stated.
FUNDRAISING STATISTICS
Placing Price 120 pence
Issued Share Capital* 84,679,849 Ordinary
Shares
Number of Retail Offer Shares Up to 1,666,667
Issued share capital post the Retail Offer** 86,346,516
Number of Placing Shares pursuant to the
Placing 39,847,658
Number of Subscription Shares pursuant
to the Subscription 1,819,009
Englarged Issued Share Capital on Fundraising
Admission** 128,013,183
Market Capitalisation of the Company immediately GBP153.6 million
following Fundraising Admission at the
Placing Price**
Fundraising Shares as a percentage of the 32.5 per cent.
Enlarged Issued Share Capital**
Gross proceeds of the Fundraising GBP50.0 million
ISIN GB00BGQVB052
AIM Symbol ACC
Legal Entity Identifier 213800PPZ4ZM80MHGT41
*Excludes the 2,966,666 Ordinary Shares held in treasury
**Excludes the 2,966,666 Ordinary Shares held in treasury and
assumes full take up of the Retail Offer Shares under the Retail
Offer
DEFINITIONS
The following definitions apply unless the context otherwise
requires:
"Acquisition" the proposed acquisition of the entire
issued share capital of Isentia Group
Limited (other than any Isentia Shares
held by the Company) as contemplated
by the Scheme Implementation Deed
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies and the AIM
Rules for Nominated Advisers
"AIM Rules for Companies" the London Stock Exchange's rules and
guidance notes contained in its "AIM
Rules for Companies" relating to the
nominated advisers to companies who securities
are traded on AIM, as amended from time
to time
"Articles" the Existing Articles or the New Articles
as appropriate
"ASIC" the Australian Securities and Investment
Commission
"ASX" the Australian Securities Exchange
"Australian Business a day that is not a Saturday, Sunday
Day" or a public holiday or bank holiday in
Sydney, New South Wales
"Board" or "Directors" the current directors of the Company
"Business Day" a day on which the London Stock Exchange
is open for business in London
"Company" or "Access Access Intelligence Plc, a company incorporate
Intelligence" in England and Wales with company number
04799195 and its subsidiaries
"Corporations Act" the Corporations Act 2001 (Cth) (Australia),
as amended from time to time
"Court" the Federal Court of Australia
"CREST" the Relevant System (as defined in the
CREST Regulations) for paperless settlement
of share transfers and the holding of
shares in uncertified form in respect
of which Euroclear is the Operator (as
defined in the Crest Regulations)
"CREST Proxy Instruction" the form of appointment of proxy to vote
through the Euroclear system
"EEA" the European Economic Area
"Effective" in the context of the Acquistion, the
company into effect, under section 411(10)
of the Corporations Act, of the order
of the Court made under section 411(4)(b)
of the Corporations Act in relation to
that Scheme
"Effective Date" the date on which the Scheme becomes
Effective
"EMI Options" options to acquire Ordinary Shares intended
to qualify as enterprise management incentive
Options granted under the Share Option
Scheme
"End Date" the date on which the Scheme must become
unconditional and effective, failing
which it will lapse, being the date that
is 6 months from the date of the Scheme
Implementation Deed, or such later date
as the Company and Isentia may agree
"Enlarged Group" the Group as enlarged by the Acquisition
"Enlarged Issued Share the Enlarged Share Capital excluding
Capital" the 2,966,666 Ordinary Shares held in
treasury
"Enlarged Share Capital" the Ordinary Shares which shall be in
issue at Re-Admission, Comprising the
Existing Ordinary Shares, the Retail
Offer Shares and the Fundraising Shares
"ESMA" the European Securities and Markets Authority
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England and Wales with
registered number 02878738
"Excluded Isentia Shareholder" any Isentia Shareholder who is a member
of the Company group or any Isentia Shareholder
who holds any Isentia Shares on behalf,
or for the benefit of, any member of
the Company group and does not hold Isentia
Shares on behalf of, or for the benefit
of, any other person
"Existing Articles" the existing articles of association
of the Company
"Existing Ordinary the 87,646,515 issued Ordinary Shares
Shares" of the Company as at the date of this
announcement (including the 2,966,666
Ordinary Shares held in treasury)
"FCA" the Financial Conduct Authority
"finnCap" finnCap Limited, nominated adviser and
broker to the Company
"First Court Hearing" the first court hearing held in accordance
with Part 5.1 of the Corporations Act
"Form of Proxy" the form of proxy accompanying the admission
document for use by Shareholders at the
General Meeting
"FSMA" the Financial Services and Markets Act
2000, as amended from time to time
"Fundraising" together the Placing and the Subscription
"Fundraising Admission" the admission of the Fundraising Shares
to trading on AIM, expected to be on
23 August 2021
"Fundraising Shares" the Placing Shares and the Subscription
Shares
"General Meeting" the general meeting of the Company to
be held at 10.00 a.m. on 9 July 2021
(and any adjournment of such meeting)
at Riverbank House, 2 Swan Lane, London
EC4R 3TT, notice of which is set out
at the end of the admission document
"Group" the Company and its subsidiaries
"IFRS" international Financial Reporting Standards
as adopted by the EU
"Implementation" or the date on which the Acquisition is
"Scheme Implementation implemented in accordance with the terms
Date" of the Scheme Implementation Deed
"Isentia" Isentia Group Limited, a company incorporated
in Australia with its registered office
at Level 3, 219-241 Cleveland Street,
Strawberry Hills, NSW 2012, Australia
"Isentia Group" Isentia and its subsidiaries
"Isentia Share" a fully paid ordinary share in the capital
of Isentia
"Isentia Share Register" the register of members of Isentia maintained
by or on behalf of Isentia in accordance
with section 168(1) of the Corporations
Act
"Isentia Shareholder a meeting of Isentia Shareholders (other
Meeting" than Excluded Isentia Shareholders) convened
by the Court in order to consider and
vote on the Scheme
"Isentia Shareholders" the persons who are registered in the
Isentia Share Register as a holder of
a fully paid ordinary share in the capital
of Isentia
"ISIN" International Securities Identification
Number
"Issued Share Capital" the 84,679,849 Ordinary shares with voting
rights (excluding the 2,966,666 Ordinary
Shares held in treasury)
"London Stock Exchange" London Stock Exchange Plc
"Long-Term Value Creation the long term value creation plan to
Plan" be adopted by the Company
"MAR" the Market Abuse Regulation (EU) (596/2014)
(incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission,
the London Stock Exchange, the FCA and
ESMA) as retained EU law as defined in,
and by virtue of, the European Union
(Withdrawal) Act 2018, as amended
"New Articles" the proposed new articles of association
of the Company to be approved at the
General Meeting
"NTA Options" Options to acquire Ordinary Shares granted
under the Share Option Scheme which are
non-tax advantaged Options
"Official List" the Official List of the FCA
"Options" EMI Options and NTA Options
"Ordinary Shares" the ordinary Shares of GBP0.05 each in
the capital of the Company
"Participating Directors" the Directors participating in the Placing,
being Christopher Satterthwaite, Mark
Fautley, Chris Pilling and Sarah Vawda
"Placees the subscribers or purchasers of Placing
Shares pursuant to the Placing
"Placing" the conditional placing of the Placing
Shares by finnCap as agent for the Company
at the Placing Price pursuant to the
Placing Agreement
"Placing Agreement" the conditional placing agreement dated
14 June 2021 between (i) the Company;
(ii) the Directors; and (iii) finnCap
relating to the Placing
"Placing Price" 120 pence per Fundraising Share or Retail
Offer Share
"Placing Shares" 39,847,658 new Ordinary Shares to be
issued to Placees at the Placing Price
pursuant to the Placing
"PrimaryBid" PrimaryBid Limited, a company incorporated
in England and Wales with registered
number 08092575
"Proposals" the Placing, the Subscription, the Acquisition
and Re-Admission,
"Prospectus Regulation the prospectus regulation rules made
Rules" by the FCA pursuant to sections 73(A)(1)
and (4) of FSMA
"Re-Admission" the re-admission of the Enlarged Share
Capital to trading on AIM becoming effective
in accordance with Rule 6 and Rule 14
of the AIM Rules for Companies
"Registrars" Neville Registrars Limited, the Company's
registrars
"Resolutions" the resolutions to be proposed at the
General Meeting
"Restricted Jurisdiction" any jurisdiction where distribution of
the admission document would violate
the laws of that jurisdiction including
but not limited to the US, Australia,
Canada, Japan and the Republic of South
Africa
"Retail Offer" the offer of up to 1,666,667 Retail Offer
Shares to be issued and/or sold to Retail
Offerees at the Placing Price
"Retail Offer Admission" admission of the Retail Offer Shares
to trading on AIM
"Retail Offerees" PrimaryBid's clients, as such PrimaryBid
may determine to accept applications
in the Retail Offer from, in each case
resident in the U.K
"Retail Offer Shares" up to 1,666,667 new Ordinary Shares to
be issued under the Retail Offer
"Scheme" the scheme of arrangement proposed to
be made under Part 5.1 of the Corporations
Act between Isentia and Isentia Shareholders
(other than Excluded Isentia Shareholders)
to implement the Acquisition, with or
subject to any modification thereof or
addition thereto or condition approved
or imposed by the Court and agreed by
the Company and Isentia
"Scheme Booklet" the document to be sent by Isentia to
the Isentia Shareholders (other than
Excluded Isentia Shareholders) of which
the Scheme forms part
"Scheme Conditions" the conditions to Implementation of the
Scheme and further terms of the offer,
as set out in the Scheme Implementation
Deed as well as the Scheme Booklet and
"Condition" means any one of them
"Scheme Consideration" AUD$0.175 per Scheme Share
or Considerations"
"Scheme Implementation the scheme implementation deed dated
Deed" on or around the date of this announcement
between the Company and Isentia and relating,
amongst other things, to the Implementation
of the Acquisition
"Scheme Record Date" in respect of the Scheme, 5.00 p.m. Sydney,
Australia time on the third Australian
Business Day (or such other Australian
Business Day as the Company and Isentia
agree in writing) following the Effective
Date
"Scheme Share" an Isentia Share (other than an Isentia
Share held by an Excluded Isentia Shareholder)
on issue as at the Scheme Record Date
"Second Court Hearing" the second court hearing held in accordance
with Part 5.1 of the Corporations Act
"Shareholders" the persons who are registered as the
holders of Ordinary Shares from time
to time
"Share Option Scheme" the share option scheme known as the
"Access Intelligence plc 2019 Management
Incentive Scheme"
"Subscriber" Bombora Investment Management
"Subscription" the subscription to be made for the Subscription
Shares at the Placing Price pursuant
to the Subscription Letter
"Subscription Letter" the subscription letter dated 14 June
2021 between the Company and the Subscriber
in respect of the Subscription
"Subscription Shares" the 1,819,009 new Ordinary shares to
be issued pursuant to the Subscription
"Takeover Offer" a takeover offer made under Chapter 6
of the Corporations Act
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Prospectus Regulation" the UK version of EU Prospectus Regulation
2017/1129 which forms part of the law
of England and Wales as retained EU law
as defined in, and by virtue of, the
European Union (Withdrawal) Act 2018,
as amended
"uncertificated" or Recorded on the register of Ordinary
"in uncertificated Shares as being held in uncertificated
form" form in CREST, entitlement to which by
virtue of the CREST Regulations, may
be transferred by means of CREST
"US" or "United States" the United States of America, its territories
and possessions, any states of the United
States of America and the District of
Columbia and other areas subject to its
jurisdiction
IMPORTANT NOTICES
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking
statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by the FCA, the London
Stock Exchange or applicable law, the Company expressly disclaims
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unauthorised or unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This announcement is not an offer of securities for sale in or
into the United States. The new Ordinary Shares have not been and
will not be registered under the US Securities Act 1933, as amended
(the "Securities Act") or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, delivered or transferred, directly or indirectly,
in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. The Company does not intend to register any portion of the
Fundraising in the United States or to conduct a public offering of
securities in the United States.
This announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of the
FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation").
Its contents have not been examined or approved by the London Stock
Exchange, nor has it been approved by an "authorised person" for
the purposes of Section 21 of the FSMA. This announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the FSMA does not apply.
This announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(e) of the EU Prospectus Regulation
and (b) if in the United Kingdom, persons who (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 article 2(e) of the UK
Prospectus Regulation and (c) 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 Fundraising 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 has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
finnCap (apart from the responsibilities or liabilities that may be
imposed by the FSMA or other regulatory regime established
thereunder) or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
finnCap Limited ("finnCap"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser
and sole bookrunner for the Company and for no-one else in
connection with the Fundraising, and finnCap will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Fundraising or any other matter
referred to herein.
The distribution of this announcement and the offering of the
new 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 to inform themselves about, and to
observe, such restrictions.
The announcement does not constitute a recommendation concerning
any investor's options with respect to the Fundraising. The new
Ordinary Shares to which this announcement relates may be illiquid
and/or subject to restrictions on their resale. Prospective
purchasers of the new Ordinary Shares should conduct their own due
diligence, analysis and evaluation of the business and date
described in this announcement, including the new Ordinary Shares.
The pricing 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 financial, legal,
business or tax advice. If you do not understand the contents of
this announcement you should consult an authorised financial
adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the Securities Act or the applicable laws of
other jurisdictions.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the new Ordinary Shares have been subject to a product approval
process, which has determined that such new Ordinary Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the MiFID II Product Governance
Requirements) should note that: the price of the new Ordinary
Shares may decline and investors could lose all or part of their
investment; the new Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the new Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Fundraising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, finnCap
will only procure investors (pursuant to the Fundraising) who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of UK MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the new Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the new Ordinary Shares and
determining appropriate distribution channels.
finnCap may, in accordance with applicable laws and regulations,
engage in transactions in relation to the new Ordinary Shares
and/or related instruments for its own account and, except as
required by applicable laws or regulations, does not propose to
make any public disclosure in relation to such transactions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQDDGDLCXBDGBS
(END) Dow Jones Newswires
June 15, 2021 02:00 ET (06:00 GMT)
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