Proposed Placing, Subscription and Broker Option

RNS Number : 1697A

Actual Experience PLC

21 September 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR")). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

Actual Experience plc

(the "Company" or "Actual" or "Actual Experience")

Proposed Conditional Placing and Subscription to raise £3.0 million

Broker Option to raise up to £ 0.5 million

Cancellation and Grant of Options, Board Changes, Proposed Appointment of a Non-Executive Director and Appointment of Joint Broker

Notice of General Meeting

Actual Experience plc (AIM: ACT), the analytics-as-a-service company, today announces a conditional placing (the "Placing"), proposed subscription (the "Subscription") and conditional broker option (the "Broker Option") raising total gross proceeds of up to £3.5 million (together the "Fundraising") at a price of 2 pence per share (the "Placing Price").

The Board of Actual Experience also announces that Chief Executive Officer ("CEO"), Dave Page, has stepped down from his position and as a Director of the Company. Effective immediately, Steve Bennetts becomes interim CEO in addition to his role as Chief Financial Officer and Kirsten English, Non-Executive Chair, becomes Executive Chair. The Board will commence the search for a new CEO in a process involving external candidates plus a strong internal candidate with the view to having the new CEO appointed by 1 January 2023.

It is also intended that Harmesh Suniara, Portfolio Manager at Lombard Odier, will join the Board as a Non-executive Director immediately upon Admission.

The Company also announces that, subject to obtaining the agreement of affected option holders, it intends to cancel approximately 819,000 employee share options currently in issue and re-issue new options to employees and Directors.

The Company is pleased to announce, conditional upon Admission, the appointment of Turner Pope Investments (TPI) Limited ("Turner Pope") as joint broker to the Company alongside Singer Capital Markets.

Fundraising Highlights

-  Placing with certain institutional and other investors to raise gross proceeds of £2.825 million through the issue of 141,250,000 new ordinary shares of 0.2 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at the Placing Price.

-  Proposed Subscription with certain Directors and management of the Company to raise gross proceeds of £0.175 million through the issue of 8,750,000 new Ordinary Shares (the "Subscription Shares") at the Placing Price.

-  To provide existing Shareholders and other investors who did not have the opportunity to participate in the Placing the chance to participate in the Fundraising, the Company has granted the Broker Option to Turner Pope, to invite subscriptions for up to 25,000,000 new Ordinary Shares (the "Broker Option Shares") (in addition to the Placing Shares and the Subscription Shares) at the Placing Price. The Broker Option is exercisable any time before 11.00 a.m. on 23 September 2022. As far as is practical, if the Broker Option is over-subscribed, participation in the Broker Option will be prioritised for existing Shareholders (direct or indirect) on the register at the close of business on 16 September 2022. If the Broker Option is fully taken up, it will raise up to an additional £0.5 million. A further announcement will be made once the Broker Option Shares have been fully subscribed and the Broker Options declared closed. If the Broker Option is not fully subscribed by 11.00 a.m. on 23 September 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement, are set out in more detail below.

-  The Placing Price is at a discount of approximately 11.1 per cent. to the closing middle market price of 2.25 pence per Existing Ordinary Share on 20 September 2022, being the latest Dealing Day prior to the publication of this announcement.

-  The Placing Shares, the Subscription Shares and the Broker Option Shares (together the "Fundraising Shares") will, if fully subscribed, represent approximately 75.2 per cent. of the Company's Enlarged Share Capital.

-  The proceeds receivable by the Company from the Fundraising on Admission amount to a minimum of £3.0 million (before expenses) and approximately £2.8 million (net of expenses) (assuming that no Broker Option Shares are issued). If the Broker Option Shares are issued in full, the proceeds receivable by the Company from the Fundraising amount to £3.5 million (before expenses) and approximately £3.2 million (net of expenses) from the issue of 175,000,000 Fundraising Shares.

-  Singer Capital Markets Advisory LLP is acting as nominated adviser to the Company in connection with the Fundraising and Admission and Singer Capital Markets Securities Limited ("Singer Capital Markets") is acting as joint broker and joint bookrunner in connection with the Placing. Turner Pope (together with Singer Capital Markets, the "Joint Bookrunners") are acting as joint broker and joint bookrunner in connection with the Fundraising.

-  The Fundraising is wholly conditional upon, among other things, the resolutions (the "Resolutions") required to implement the Fundraising being duly passed by Shareholders at the general meeting proposed to be held at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB at 10.00 a.m. on 7 October 2022 (the "General Meeting").

-  A circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders on or around 21 September 2022  and the Circular, once published, will be available on the Company's website at www.actual-experience.com .

Broker Option

-  The Broker Option has been granted primarily to facilitate the participation by existing Shareholders. Non-shareholders of the Company can also participate in the event that the existing Shareholders do not apply for the Broker Option Shares in full.

-  Parties who wish to register their interest in participating in the Broker Option should contact Turner Pope either by email ( [e-mail] ) or telephone on [phone]. Each application should state the number of Broker Option Shares that the interested party wishes to acquire at the Placing Price and should be submitted to Turner Pope no later than 11.00 a.m. on 23 September 2022.

-  Turner Pope may choose not to accept applications and/or to accept applications, either in whole or in part, on the basis of allocations determined at their sole discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Turner Pope may determine. If the Broker Option is not fully subscribed by 11.00 a.m. on 23 September 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse.

-  It is expected that, following allocations by Turner Pope (in consultation with the Company), application will be made for Admission of the relevant number of Broker Option Shares. Admission is expected to become effective and trading of the Broker Option Shares will commence at 8.00 a.m. on 10 October 2022. Following Admission, such Broker Option Shares will rank pari passu with the Existing Ordinary Shares.

Operational highlights

-  New leadership team in place including new senior management appointees focused on commercial delivery, and the recently appointed Chair assuming the role of Executive Chair during the CEO transition period.

-  Significant cost reductions achieved through reduced headcount and other operational initiatives to benefit the new financial year commencing 1 October 2022.

-  New product offering soft launched with successful deployment at scale and with positive customer feedback.

-  Strong business fundamentals remain in place to take advantage of the growing opportunity in the market for hybrid workplace tools.

The Fundraising is wholly conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Fundraising will not proceed. If the Fundraising does not proceed, the Group will not receive the proceeds of either the Placing, the Subscription, or the Broker Option. If this were to happen, the Directors would immediately have to re-evaluate the strategy and outlook of the Group. Shareholders are therefore urged to vote in favour of the Resolutions, which the Directors consider to be in the best interests of Shareholders and the Company as a whole.

Kirsten English, Executive Chair, commented:

"We recently launched a new and enhanced SaaS platform which continually monitors the health of an enterprise's digital workplace and identifies both cost efficiencies and ways to improve employee wellbeing at work. Our platform targets senior executives who lack tools to analyse and manage today's complex, hybrid and digital workplace.

"We have recruited senior product and sales leaders to spearhead our 'go to market' execution and the proposed fundraising will provide working capital to accelerate sales and marketing initiatives.

"We believe that the business has strong fundamentals represented by unique capabilities, a scalable, high margin business model, and a large and growing addressable market."

Enquiries

Actual Experience plc Steve Bennetts, Interim CEO and Chief Financial Officer	via MHP Communications
Singer Capital Markets Advisory LLP Shaun Dobson Will Goode James Fischer	Tel: [phone]
Turner Pope Investments (TPI) Ltd James Pope Andrew Thacker	Tel: [phone]
MHP Communications [e-mail] Reg Hoare Matthew Taylor Will Mullan	Tel: [phone]

ADDITIONAL INFORMATION

Background to and Reasons for the Fundraising

About the Company

As the working world evolves post-pandemic, the global shift to a flexible hybrid model has brought with it a significant challenge; in short, how do businesses create an environment that gives their people what they need to thrive, whilst protecting the commercial efficiency of the business and driving growth at the same time. Actual Experience has launched a new and enhanced Software as a Service ("SaaS") platform, which continually analyses the digital workplace environment and provides boards and management teams with the information they need to address and improve digital working conditions.

By underpinning their strategic decision making with Actual's data-driven insights, customers gain the clarity and confidence needed to build sustainable digital ecosystems within their organisations - delivering both a great employee experience and increasing the efficiency of the digital workplace. Powered by over ten years of academic research, Actual's service doesn't need any interaction with employees to provide a unique and highly actionable dataset that technology, people and finance leaders can rely upon to plan impactful projects against their most critical agenda items including profitability, wellbeing and other employee-centric initiatives.

Recent developments

Since March 2021, the Company has gone through a period of significant transformation and development. This has included the hiring of a new and highly motivated leadership team including Scarlet Jeffers (October 2021) as the new Chief Product Officer and Roy Jugessur (May 2022) as Chief Revenue Officer (CRO). Further, there has been a 'refresh' at Board level with the appointment of Kirsten English as Non-Executive Chair (having moved from her role as Non-Executive Director in March 2022) and the appointment of Richard Steele as Independent Non-Executive Director and incoming Chair of the Audit Committee (June 2022). As explained above, Kirsten English now becomes Executive Chair of the Company.

This team rebranded the Company in May 2022 when it launched the Company's new SaaS offering, the Digital Workplace Management Platform ("DWMP"). This rebranding also marked a change in the Company's culture from a technology-driven to a sales-driven organisation. The new platform includes a portal/interface which provides rich data on the operational capabilities of the digital workplace by user, department, and geography. This data can provide companies with clear insights on how to improve workplace efficiency, including:

· identifying which investments make most difference to the digital environment as well as subsequent measurements showing the return on investment over time;

· how employee wellbeing is improved by ensuring access to workplace tools is optimised;

· the Actual Human Experience score which shows whether a customers' digital workplace is improving or deteriorating as opposed to them relying on information from ad hoc and retrospective employee surveys; and

· enabling management to implement improvements to the digital workplace ahead of issues becoming business critical. 

The new platform became commercially available in May 2022. Subsequently, the Company has been engaging with both its existing and prospective customer base to ensure that enhancements match market needs. The feedback received to date has been very positive. In August 2022, the Company completed an initial c.30,000-seat deployment of the DWMP with a customer that had previously utilised Actual's legacy product. The new product is expected to go live with this customer in October 2022. During the initial deployment, the platform has proven to work reliably and at scale.

In recent months, the Company has significantly reduced its cost base. At the start of the current financial year (October 2021), the Company's costs averaged approximately £680,000 per month and by the end of this financial year, in September 2022, it is expected that the Company's expenses will average approximately £450,000 per month. This has been achieved both through reducing headcount, from 77 at the start of the year to 46 now, and by means of a reduction in data centre costs through a combination of efficiencies achieved in cloud design and scalability, decommissioning old clouds, reducing internal usage, and changing suppliers to optimise costs. The Directors believe that both the headcount and the cost base have been reduced to the lowest viable level that can still achieve the Company's commercial objectives regarding order acquisition and customer support, as well as developing additional product features.

New product offering

The Company believes that there is a large and growing market for its new DWMP due to the following factors:

· post-pandemic, the global surge in remote and hybrid working has had a significant impact on both people and productivity agendas;

· employee-centric decision making is more important than ever to drive wellbeing and retention in the workforce;

· businesses need to transform rapidly in order to build a sustainable work-from-anywhere digital ecosystem that improves company performance and enhances employees' experience of this ecosystem;

· enterprises are "flying blind" without data to inform their strategic decision making relying on biased survey data and traditional IT point solutions, and lack confidence in knowing where to start; and

· reports from McKinsey, Forbes and Gartner show the accelerating interest and growth in this market. Gartner predicts a ten-fold increase in Digital Workplace tools being employed by businesses between 2021 and 2025.

The Directors believe that the Company's new product will enable it to achieve its long-term target financial model as below:

· SaaS Annual Recurring Revenue ("ARR") model; long-term, recurring, predictable revenue streams which arise from multi-year orders. KPIs will be average deal size (measured in seats and per-seat value), average duration of order, customer expansion (measured in growth of serviced seats), and customer retention;

· high gross margins; achieve high gross margins in excess of 90% by optimising cloud capacity (primary metric is serviced seats per Cloud) and further automating data generation and presentation, as well as self-help tools (metric is number of customers that can be supported by each customer support operative);

· high operating margins; at scale, deliver operating margins in excess of 50% by effective marketing and aligned and engaged partners; and

· strong balance sheet; high margins on rapidly growing revenues will deliver strong levels of cash flow. The KPI will be the level of monthly cash utilisation. Sales executives will be compensated, in part, on achieving cash-up-front payment terms.

Addressable market and competitive advantage

It is currently estimated that there are one billion knowledge workers globally who spend 60% of their time working digitally and so there is a large and growing addressable market for the Company's product. Since the Covid-19 pandemic, an increasing number of these knowledge workers are engaging in hybrid work patterns with a mixture of office and home. This has created an even greater need for the Company's product.

The Directors believe that the Company holds a unique position in the market and a competitive advantage over other providers. The Company's human experience research and innovation uniquely enables Actual to quantify and improve the delivered experience of the digital journey. This is an 'early-mover' advantage where point solutions are unable to aid bottom-up 'transformation'. Actual Experience provides the 'big brain' analysis as a standalone Human Experience (HX) operating platform sat on top of user experience tools.

New product strategy

The Company already works with partners that are global brands. These partners are Channel Partners and give the Company access to large enterprise prospects. In addition, the Company has a direct sales force. The direct sales force operates on two levels: to find new prospective customers outside the Channel Partner ecosystem and to work with Channel Partners to 'lead sell' the product to the Channel Partner sales forces and, on occasions, working with Channel Partner customers directly. The Company expects to focus increasingly on direct sales in order to establish greater control of deal timing, build capabilities in areas outside the Channel Partner community, and promote sustainable revenue generation. This feeds into the Company's dual-strategy of targeting large enterprises (Global Top 2,000) coupled with mid-size companies (revenues of between £500 million and £1.5 billion). The ideal customer profile includes: at least 5,000 employees, a commitment to ESG, a future-of-work strategy already deployed or in planning, have identified issues with their current hybrid working model with a 'C Suite' commitment to improving the workplace environment.

Sales process

A typical contract for the Company's new DWMP product will be structured as a minimum of 15 months, including an initial three-month 'Proof of value' period. The Company will incentivise its sales executives to contract multi-year deals. Once a customer deploys the platform, the objective is to employ a 'land and expand' strategy to increase the footprint of the Actual toolset to more departments, offices and geographies. It is expected that early-adopting, larger customers, where the platform is deployed at scale, would be priced at approximately £2.50 per seat per month. In the longer term, the Company will seek to achieve higher unit sales prices.

Pipeline

Since the appointment of Roy Jugessur as CRO in May 2022, the Company has reviewed its sales methodology and approach. This includes the adoption of industry standard tools to support a systematic selling approach designed to track pipeline opportunities and accelerate the sales process. The pipeline of opportunities starts with leads and ends with contracts. This new approach to the pipeline has only been in operation for a few months meaning opportunities have not yet reached a point in the sales cycle where they would register in the final stages of the pipeline. A snapshot of the current opportunities shows the status of deals in each stage of the pipeline and whether the initial business came from the Direct Sales force or through an engagement with a Channel Partner:

· New Leads: 15 opportunities with 80% via Channel Partners

· Sales Qualified Leads: 4 opportunities with 75% via Channel Partners

· Qualified Opportunities: 5 opportunities with 20% via Channel Partners

· Scoping & Mitigating Risk: 2 opportunities with 50% via Channel Partners

· Proof of Value: 2 opportunities with 50% via Channel Partners

· Agree/Negotiate: 0 opportunities as yet

· Commit: 0 opportunities as yet

Examples of potential customer opportunities in the sales pipeline:

· At Proof of Value Stage:

1)  Major global pharmaceutical company (100,000 employees): fast moving opportunity led by a dedicated senior client team across the digital workplace. They have an established Human Experience agenda, and near term are looking to reverse declining customer satisfaction scores.

· At Sales Qualified stage:

2)  Global pharmaceutical and chemicals company (60,000 employees): CEO is focused heavily on digital equality and inclusion. Focus on delivering an experience that aligns with their values, they tell people they care, they're flexible, they're inclusive, and are committed to demonstrating this.

3)  Big 4 accounting & professional services firm (300,000 employees): robust two-year strategy aimed at treating their employees like customers. Key priority is to reduce burden on IT helpdesk and ensure this is an efficient function, which, in time, acts as a focal point for education.

4)  Major US bank (210,000 employees): in the process of building out a hybrid workplace strategy led by their COO. A wealth of tools at their disposal but all with little strategic value.

Use of Proceeds

The Directors intend that the aggregate net proceeds of the Fundraising of up to approximately £3.2 million will be used to fund the working capital requirements of the Company and to strengthen its balance sheet to enable it to build financial credibility with larger blue-chip customers. The Directors believe that this will allow the Company to convert its current pipeline of sales prospects into revenue, to build the size of the sales pipeline for both direct sales and Channel Partner opportunities, and to increase the market awareness of the Company's service offering through targeted marketing initiatives.

The Directors have considered a number of alternative transaction and funding structures and, having consulted with its key shareholders, consider the Fundraising to be the most appropriate transaction in the interest of its Shareholders to secure the funding the Company requires.

Details of the Placing and proposed Subscription

The Company has conditionally raised gross proceeds of £2.825  million through the issue of Placing Shares, each at the Placing Price. The Placing Shares have been conditionally placed by Singer Capital Markets and Turner Pope, acting as joint bookrunners of the Company, with certain new and existing institutional and other investors pursuant to the Placing Agreement.

In addition, certain Directors (the "Participating Directors") and management of the Company propose to conditionally subscribe for £0.175 million through the issue of an aggregate total of 8,750,000 Subscription Shares at the Placing Price pursuant to the Subscription Agreements. A further announcement will be made in due course once such dealings have occurred.

The Placing Price represents a discount of approximately 11.1 per cent. to the closing middle market price of 2.25 pence per Existing Ordinary Share on 20 September 2022 , being the latest Dealing Day prior to the announcement of the Placing.

A circular, containing further details of the Placing, the Subscription and the Broker Option and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders on or around 21 September 2022 and the Circular, once published, will be available on the Company's website at www.actual-experience.com .

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Singer Capital Markets and Turner Pope, as agents for the Company, have conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares. Singer Capital Markets and Turner Pope have conditionally placed the Placing Shares with certain existing and new institutional and other investors at the Placing Price. No part of the Placing is underwritten.

The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 10 October 2022 (or such later time and/or date as the Company, Singer Capital Markets and Turner Pope may agree, but in any event by no later than 8.00 a.m. on 24 October 2022).

Under the terms of the Placing Agreement, Singer Capital Markets will be paid a corporate finance fee from the Company and commission relating to the Placing Shares placed by Singer Capital Markets while Turner Pope will receive a joint bookrunner fee and commission relating to the Placing Shares placed by Turner Pope as well as the Broker Option Shares, in each case conditional on Admission.

The Placing Agreement also contains customary warranties from the Company in favour of Singer Capital Markets and Turner Pope in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Singer Capital Markets and Turner Pope in relation to certain liabilities they may incur in respect of the Fundraising. Singer Capital Markets and/or Turner Pope has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to Singer Capital Markets and Turner Pope in the Placing Agreement, the failure of the Company to comply in any respect with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.

Directors' Participation in the Fundraising

The Participating Directors and certain employees propose to conditionally subscribe for an aggregate of 8,750,000 Subscription Shares, representing 5.0 per cent of the Fundraising Shares, if fully subscribed. The Participating Directors' and employees' participation in the Fundraising will be effected through entry into Subscription Agreements between them and the Company. Immediately following Admission (assuming that no Broker Option Shares are issued), the Directors will together hold an aggregate of 7,158,280 Ordinary Shares, representing 3.4 per cent. of the Enlarged Share Capital, as set out in the below table. This figure decreases to 3.1 per cent. of the Enlarged Share Capital as further increased if the Broker Option is exercised in full.

Director	Number of Ordinary Shares held as at the date of this Announcement	Intended number of Subscription Shares subscribed for
Kirsten English	145,168	2,500,000
Steve Bennetts	345,947	2,000,000
Richard Steele	35,774	1,250,000
Stephen Davidson	131,391	750,000

In addition to the above, the Directors, members of the management team and certain employees have agreed to continue an arrangement whereby they forgo part of their salaries or fees each month in exchange for the issue of new Ordinary Shares at the prevailing market price.   

Related Party Transactions

The Participating Directors have indicated their intention to conditionally subscribe for Subscription Shares at the Placing Price. The participation by the Participating Directors would constitute related party transactions under Rule 13 of the AIM Rules. A further announcement will be made in due course once such dealings have occurred.

Furthermore, Lombard Odier Asset Management (Europe) Limited ("Lombard Odier"), a substantial shareholder in the Company (and therefore a related party of the Company for the purposes of the AIM Rules), has agreed to conditionally subscribe for 51,250,000 Placing Shares at the Placing Price. The participation by Lombard Odier in the Placing is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules.

The Director independent of the Participating Directors, being Sir Bryan Carsberg, considers, having consulted with the Company's nominated adviser, that the terms of the participation of the Participating Directors in the Fundraising, are fair and reasonable insofar as the Company's shareholders are concerned.

The Directors independent of Lombard Odier, being Kirsten English, Steve Bennetts, Richard Steele, Stephen Davidson and Sir Bryan Carsberg, consider, having consulted with the Company's nominated adviser, that the terms of the participation of Lombard Odier in the Fundraising, are fair and reasonable insofar as the Company's shareholders are concerned.

Board Changes

The Board of Actual Experience also announces that CEO, Dave Page, has stepped down from his position and as a Director of the Company to take up the role of Founder and Chief Strategy Officer to focus more on the Company's strategy. The Company's current Non-Executive Chair, Kirsten English becomes Executive Chair and Steve Bennetts, Chief Financial Officer, also assumes the role of Interim CEO. The Board will commence the search for a new CEO in a process involving external candidates plus a strong internal candidate with the view to having the new CEO in place by 1 January 2023 . Until this new appointment is made, Steve Bennetts and Kirsten English will lead the Company's executive management team. Following these changes and the recent appointments of Scarlet Jeffers as Chief Product Officer and Roy Jugessur as Chief Revenue Officer, the Board believes the Company has the management team in place to deliver on the new product strategy and exploit the commercial opportunity.

As previously announced, Sir Bryan Carsberg will retire from the Board on 30 September 2022.

Proposed Director

Conditional on the approval of the Resolutions at the General Meeting and Admission, and subject to the satisfactory discharge by Singer Capital Markets Advisory LLP of its obligations under the AIM Rules for Nominated Advisers, it is intended that Harmesh Suniara, as a representative of funds or accounts managed on a discretionary basis by Lombard Odier Asset Management, will be invited to join the Board as a Non-executive Director, immediately upon completion of the proposed Fundraising.

Harmesh is a portfolio manager at Lombard Odier Asset Management (Europe) Limited which has a focus on active engagement with the companies in which it invests. He has been investing in UK smaller companies for over 15 years with a focus on the technology and life sciences sectors. Harmesh graduated in Physics from the University of Cambridge.

Employee Share Options

As a result of the current share price of the Company, the Board has concluded that historic share option grants no longer act as an incentive for employees and Directors. Accordingly, the Company also announces that, subject to obtaining the agreement of affected option holders, it intends to cancel approximately 819,000 employee share options currently in issue (leaving just 297,250 options) and reissue new options to employees and Directors. It is expected that the total number of new options issued in this way will amount to less than 5% of the Enlarged Share Capital following Admission. The Directors believe that the cancellation of current options and the issue of new options will be important to be able to retain key employees and provide motivation to them.

A further announcement will be made in due course.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 10 October 2022.

The Fundraising Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission.

The General Meeting

Set out in the Circular is a notice convening the General Meeting to be held at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB  at 10.00  a.m. on 7 October 2022, at which the Resolutions will be proposed for the purposes of implementing the Fundraising.

Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot new Ordinary Shares up to a nominal value equal to the aggregate nominal of maximum amount of the Fundraising Shares together with one third of the Enlarged Share Capital (to renew the ongoing authority to issue shares obtained at each AGM) provided that such authority shall expire on the date falling 18 months after the date of the resolution or on the date of the next annual general meeting of the Company, whichever is the earlier.

Resolution 2, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, disapplies Shareholders' statutory pre-emption rights in relation to the issue of the Fundraising Shares and in connection with an offer of equity securities to Shareholders but subject to such exclusions or other arrangements, such as fractional entitlements and overseas shareholders as the Director's consider necessary. Resolution 2 grants further authority to allot equity securities for cash on a non-pre-emptive basis up to an aggregate nominal amount of £46,537.00 (representing approximately 10% of the Enlarged Share Capital, to renew the ongoing authority to issue shares obtained at each AGM) provided that such authority shall expire on the date falling 18 months after the date of the resolution or on the date of the next annual general meeting of the Company, whichever is the earlier.

Action to be taken

Shareholders will not receive a Form of Proxy for the General Meeting, instead you will find instructions in the section entitled "Notes" in the Notice of General Meeting to enable you to vote electronically and how to register to do so.

To be valid, a proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal shares portal at www.signalshares.com, you can manage your shareholding, including:

- cast your vote

- change your dividend payment instruction

- update your address

- select your communication preference.

Shareholders may request a paper form of proxy from the Company's registrar, Link Group, if they do not have access to the internet. If a paper form of proxy is requested from the registrar, it should be completed and returned to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be received not less than 48 hours before the time of the meeting (excluding any part of a day that is not a working day). 

If you hold your Existing Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual.  Further details are also set out in the notes accompanying the Notice of General Meeting at the end of the Circular.  Proxies submitted via CREST must be received by Link Group (ID RA10) by no later than 10 a.m. on 5 October 2022 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do so in respect of their beneficial holdings amounting, in aggregate, to 709,471  Existing Ordinary Shares, representing approximately 1.2  per cent. of the existing issued ordinary share capital of the Company.

The Fundraising is conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Transaction will not proceed in any respect. If the Transaction does not proceed, the Group will not receive the proceeds of either the Placing, the Subscription or the Broker Option. If this were to happen, the Directors would have to immediately re-evaluate the strategy and outlook of the Group. Shareholders are therefore urged to vote in favour of the Resolutions, which the Directors consider to be in the best interests of the Shareholders of the Company as a whole.

This Announcement should be read in its entirety.

The person responsible for arranging the release of this Announcement on behalf of the Company is Steve Bennetts, Interim Chief Executive Officer and Chief Financial Officer, of the Company.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2022

Publication and posting of the Circular	21 September
Latest time and date for exercise of the Broker Option	11.00 a.m. on 23 September
Latest time and date for receipt of proxy votes for the General Meeting	10.00 a.m. on 5 October
Time and date of General Meeting	10.00 a.m. on 7 October
Announcement of result of General Meeting	7 October
Admission and commencement of dealings in Fundraising Shares	8.00 a.m. on 10 October
CREST accounts credited in respect of Fundraising Shares in uncertificated form	10 October
Despatch of definitive share certificates in respect of Fundraising Shares to be issued in certificated form	by 20 October

Notes:

(1)  If any of the above times and/or dates change, Shareholders will be notified of the revised times and/or dates by the Company via announcement through a Regulatory Information Service.

(2)  All of the above times refer to London time unless otherwise stated.

(3)  Admission and dealings in the Fundraising Shares are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

(4)  No new certificates will be issued in relation to the Existing Ordinary Shares.

FUNDRAISING STATISTICS

Placing Price	2 pence
Number of Existing Ordinary Shares	57,685,018
Number of Placing Shares	141,250,000
Maximum number of Broker Option Shares	25,000,000
Number of Subscription Shares	8,750,000
Number of Ordinary Shares in issue following Admission(1)	232,685,018
Fundraising Shares as a percentage of the Company's issued share capital following Admission(2)	75.2 per cent.
Total gross proceeds of the Placing and Subscription	£3.0  million
Estimated expenses of the Placing and Subscription	£0.2 million
Estimated net proceeds of the Placing and Subscription	£2.8 million
Maximum gross proceeds of the Fundraising(1) Estimated maximum net proceeds of the Fundraising(1)	£3.5 million £3.2 million
ISIN	GB00BJ05QC14
SEDOL	BJ05QC1

Notes

1.  assuming that the Broker Option is taken up in full

2.  assuming that no other Ordinary Shares are issued prior to Admission and the Broker Option is taken up in full

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(C) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(C) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) FALL WITHIN ARTICLE 50(1) (SOPHISTICATED INVESTORS) OF THE ORDER AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ACTUAL EXPERIENCE PLC.

THE FUNDRAISING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") 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 FUNDRAISING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE FUNDRAISING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Fundraising and/or issue of the Fundraising Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Fundraising Shares is being made in any such jurisdiction.

All offers of the Fundraising Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Fundraising Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraising Shares; and the Fundraising Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Fundraising Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any 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 applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish 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.

Singer Capital Markets Advisory LLP is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Fundraising, and Singer Capital Markets Advisory LLP will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matters referred to in this Announcement.

Singer Capital Markets Securities Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Singer Capital Markets will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Turner Pope Investments (TPI) Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and the Broker Option, and Turner Pope will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, the Broker Option or any other matters referred to in this Announcement.

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 the Joint Bookrunners or by any of their respective Representatives 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.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Fundraising Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares 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 Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors 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 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Act"	the Companies Act 2006 (as amended)
"Admission"	the admission of the Fundraising Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Broker Option"	an option granted by the Company to Turner Pope under the Placing Agreement to enable the Company to raise additional funds through the issue of the Broker Option Shares, such issue to take place at Admission
"Broker Option Shares"	up to 25,000,000 new Ordinary Shares to be issued at the Placing Price at Admission pursuant to the Broker Option
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Circular"	the circular to shareholders containing the Notice of General Meeting expected to be despatched to shareholders on or around 21 September 2022
"Company" , "Actual" or "Actual Experience "	Actual Experience  plc, a company incorporated and registered in England and Wales under the Companies Act 1985 with registered number 06838738
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Dealing Day"	a day on which the London Stock Exchange is open for business in London
"Directors" or "Board"	the directors of the Company, or any duly authorised committee thereof
"Enlarged Share Capital"	the ordinary share capital of the Company as enlarged by the issue of the Placing Shares, the Subscription Shares and, to the extent issued, the Broker Option Shares
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"	the 57,685,018 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing, the Broker Option and the Subscription
"Fundraising Shares"	the Placing Shares, the Broker Option Shares and the Subscription Shares
"General Meeting"	the general meeting of the Company to be convened to consider the Resolutions
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Joint Bookrunners"	Singer Capital Markets and Turner Pope
"Lombard Odier"	Lombard Odier Asset Management (Europe) Limited
"London Stock Exchange"	London Stock Exchange plc
"Notice of General Meeting"	the notice convening the General Meeting which is set out at the end of the Circular
"Ordinary Shares"	ordinary shares of 0.2 pence each in the capital of the Company
"Participating Directors"	those Directors proposing to participate in the Subscription
"Placing"	the conditional placing of the Placing Shares by Singer Capital Markets and Turner Pope, as agent on behalf of the Company, pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 20 September 2022  and made between Singer Capital Markets, Turner Pope and the Company in relation to the Placing, further details of which are set out in this Announcement
"Placing Price"	2 pence per Placing Share, Subscription Share or Broker Option Share (as applicable)
"Placing Shares"	the 141,250,000 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Regulation Rules"	the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions"	the resolutions set out in the Notice of General Meeting
"Shareholders"	holders of Ordinary Shares from time to time
"Singer Capital Markets"	Singer Capital Markets Securities Limited
"Subscription"	the subscription for 8,750,000 new Ordinary Shares at the Placing Price pursuant to the Subscription Agreements
"Subscription Agreements"	the subscription agreements for Subscription Shares between each of those individuals subscribing for shares pursuant to the Subscription and the Company
"Subscription Shares"	the Ordinary Shares to be issued pursuant to the Subscription
"Turner Pope"	Turner Pope Investments (TPI) Limited, the Company's joint broker (subject to Admission) and joint bookrunner
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

END

 

 

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