TIDMACC
RNS Number : 8689B
Access Intelligence PLC
15 June 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF ACCESS INTELLIGENCE PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF FSMA AND HAS BEEN APPROVED BY PRIMARYBID
LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (FRN 779021).
Access Intelligence Plc
(" Access Intelligence " or the " Company " ) ( ACC : LSE )
PrimaryBid Offer
Access Intelligence Plc (ACC:LSE) the AIM quoted technology
innovator delivering Software-as-a-Service (SaaS) solutions for the
global marketing and communications industries, is pleased to
announce an offer via PrimaryBid (the "Retail Offer") of up to a
maximum of 1,666,667 new ordinary shares of 5p each in the Company
("Retail Offer Shares") at an issue price of 120 pence per Retail
Offer Share (the "Issue Price"), being a discount of approximately
10.8 per cent to the closing mid-price on 11 June 2021.
Earlier today, the Company published the admission document
("Admission Document") in relation to, inter alia, a Placing and
Subscription (as defined in the Admission Document) (the Placing
and Subscription together being defined as the "Fundraising"). The
Retail Offer is in addition to the Fundraising and neither of the
Fundraising or Retail Offer are conditional on the other.
The main purpose of the Fundraising is to fund the acquisition
of Isentia Group Limited, an Australian provider of media
intelligence services ("Isentia"), via the Company's Australian
subsidiary (the "Acquisition"). The Fundraising is split into two
component parts, both of which are conditional on the completion of
the Acquisition: (i) the conditional Placing of 39,847,658 ordinary
shares to institutional investors and (ii) the conditional
Subscription for 1,819,009 ordinary shares. The Placing and
Subscription are both also at a price of 120p per ordinary share,
the same as the Issue Price, the intention being to raise aggregate
gross proceeds of approximately GBP50.0m.
The Retail Offer is not conditional on the Fundraising or the
Acquisition and is being undertaken to facilitate potential retail
participation in the Company. It is vital to note that the Retail
Offer will proceed whether or not the Placing, Subscription or
Acquisition proceed. Subscribers to the Retail Offer should note
that there is no guarantee that the Acquisition will proceed and if
it does not then the Placing and Subscription will not, and the
only sums raised by the Company will be those raised under the
Retail Offer.
The proceeds of the Retail Offer will be used for working
capital purposes for the Company.
Retail Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Retail Offer by applying exclusively through the
PrimaryBid mobile app available on the Apple App Store and Google
Play. PrimaryBid does not charge investors any commission for this
service.
The Retail Offer, via the PrimaryBid mobile app, will be open to
individual and institutional investors from 7.00 a.m. on 15 June
2021 to 2.30 p.m. on 15 June 2021. The Retail Offer may close early
if it is oversubscribed. The maximum proceeds that can be raised
under the Retail Offer is GBP2.0 million.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for Retail Offer Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com.
The Retail Offer Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Access Intelligence plc
Joanna Arnold (CEO) / Mark Fautley (CFO) 020 3426 4024
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer/ James Deal
finnCap Limited , Nominated Advisor and Broker
C orporate Finance - Marc Milmo / Kate Bannatyne
/ Fergus Sullivan
Corporate Broking - Alice Lane / Sunila de
Silva 020 7220 0500
Details of the Retail Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Retail Offer. The Company is therefore making
the Retail Offer available exclusively through the PrimaryBid
mobile app.
The Retail Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for publication of a prospectus pursuant to the
Prospectus Rules, or for approval of the same by the Financial
Conduct Authority in its capacity as the UK Listing Authority. The
Retail Offer is not being made into the United States, Canada,
Australia, the Republic of South Africa, New Zealand, Japan or any
other jurisdiction where to do so would constitute a breach of
local securities laws or regulations (each a "Restricted
Jurisdiction") or to or for the account or benefit of any national,
resident or citizen of a Restricted Jurisdiction. This announcement
does not constitute an offer to issue or sell, or the solicitation
of an offer to subscribe for or purchase, any Ordinary Shares to
any person in a Restricted Jurisdiction and is not for distribution
in, into or from a Restricted Jurisdiction.
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app. This
allocation will be filled at the discretion of the Company.
The maximum amount (before expenses) which may be raised
pursuant to the Retail Offer will be GBP2.0 million (before
expenses).
The Retail Offer Shares are being issued under the Company's
existing authorities granted at the Company's Annual General
Meeting held on 13 May 2021 and it is expected that the admission
of the Retail Offer Shares will occur on 21 June 2021.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail Offer Shares, is available to all persons who register
with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for Retail Offer Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
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