Scheme Effective
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
13 August 2026
RECOMMENDED ALL-SHARE ACQUISITION
of
INTUITIVE INVESTMENTS GROUP PLC
by
ACCELER8 VENTURES PLC
Scheme Effective
The independent directors of Intuitive Investments Group plc ("IIG") and independent director of Acceler8 Ventures plc ("AC8") are pleased to announce that, further to the announcement of 6 August 2026 and delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms, and, pursuant to the Scheme, the Scheme Shares are now owned by AC8.
Full details of the Acquisition are set out in the circular in relation to the Scheme which was published on 9 July 2026 (the "Scheme Document"). The expected timetable of principal events remains as set out in the announcement of 3 August 2026.
Unless otherwise defined, capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document. All references to times herein are to London time.
Admission of AC8 Shares and suspension and cancellation of listing and trading in IIG Shares
Applications have been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange ("LSE") in relation to the suspension and cancellation of the IIG Shares to trading on and admission to the Specialist Fund Segment of the London Stock Exchange, such suspension occurring from 7.30 a.m. today, 13 August 2026, and cancellation with effect from 8.00 a.m. on 14 August 2026.
As set out in the AC8 announcement made earlier today, applications have also been made to the FCA and the LSE in relation to:
(i) the cancellation of the admission of AC8 Shares to the Equity Shares (Shell Companies) category of the Official List maintained by the FCA ("Official List") and to trading on the LSE's Main Market for listed securities, which is expected to take place by 8.00 a.m. on 14 August 2026; and
(ii) the admission of the AC8 Shares to the ESCC category of the Official List maintained by the FCA and to trading on the LSE's Main Market for listed securities, which is expected to take place by 8.00 a.m. on 14 August 2026.
Settlement of consideration
A Scheme Shareholder on the register of members of IIG at 6.00 p.m. on 12 August 2026 will be entitled to receive the consideration provided for in the Scheme Document in respect of their holdings. Settlement of the consideration to which any IIG Shareholder is entitled under the Scheme will be affected as set out in paragraph 12 of Part 2 of the Scheme Document as soon as reasonably practicable (and in any event within 14 calendar days) after the Effective Date.
Board Changes
As the Scheme has now become Effective, IIG announces that all of IIG's Directors, other than Giles Willits, have tendered their resignations from the IIG Board with effect from Admission and that Hannah Evans has been appointed to the IIG Board with effect from Admission . David Williams has also tendered his resignation as director of AC8 with effect from Admission.
In addition, further to the planned admission of the Combined Group to the ESCC category of the Main Market, expected to take effect by 8.00 a.m. tomorrow, Giles Willits has been appointed as Chief Financial Officer, Daniel Levine as Chief Executive Officer, Sir Nigel Rudd as Independent Non-Executive Chairman, Richard Kilsby as Senior Independent Non-Executive Director and Malcolm Le May as an Independent Non-Executive Director, of AC8 with effect from Admission.
Dealing Disclosures
As a result of this announcement, IIG and AC8 are no longer in an "offer period" as defined in the Takeover Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.
Enquiries:
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Intuitive Investments Group plc
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Sir Nigel Rudd |
c/o FTI Consulting |
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Strand Hanson Limited (Rule 3 Adviser and Financial Adviser to IIG) |
James Dance Christopher Raggett Matthew Chandler Harry Hiley
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Tel: 020 7409 3494 |
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Zeus Capital Limited (Broker to IIG) |
James Hornigold Dominic King
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Tel: 020 3829 5000 |
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FTI Consulting (Financial PR to IIG) |
John Waples Valerija Cymbal Jemima Gurney
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Tel: 020 3727 1000 |
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Acceler8 Ventures Plc |
David Williams |
C/o Tessera Investment Management Limited |
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Tessera Investment Management Limited (Financial Adviser to AC8) |
Tony Morris
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Tel: 07742 189145 |
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Joh. Berenberg, Gossler & Co. KG, London Branch (Sponsor, Rule 3 Adviser and Financial Adviser to AC8) |
Matthew Armitt Miles Cox Mark Whitmore Alex Wright |
Tel: 020 3207 7800 |
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Important Notices
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA in the UK, is acting exclusively as Rule 3 adviser and financial adviser to AC8 and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than AC8 for providing the protections afforded to clients of Berenberg or for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Tessera Investment Management Limited ("Tessera"), is acting exclusively as financial adviser to AC8 and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than AC8 for providing the protections afforded to clients of Tessera or for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Tessera nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Tessera in connection with this announcement, any statement contained herein or otherwise.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by the FCA in the UK, is acting exclusively as Rule 3 adviser and financial adviser to IIG and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than IIG for providing the protections afforded to its clients or for providing advice in connection with any matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of the securities of IIG in any jurisdiction in contravention of applicable law. The Acquisition is being implemented solely pursuant to the terms of the Scheme Document which contains the full terms and conditions of the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document. Investors should not make any investment decision in relation to the Acquisition or the AC8 Shares except on the basis of the information in the Scheme Document and the AC8 Prospectus.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who is duly authorised under the Financial Services and Markets Act 2000 (as amended), the Financial Services (Jersey) Law 1998 or, if not, from another appropriately authorised independent financial adviser.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code and the Market Abuse Regulation and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The availability of the Acquisition to IIG Shareholders who are not resident in, and citizens of, the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Unless otherwise determined by AC8 or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, this announcement, the Scheme and certain other documents relating to the Acquisition are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in the Scheme documentation has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. holders of IIG Shares to enforce their rights and any claim arising out of the U.S. federal laws, since IIG is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of IIG Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.
U.S. IIG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. IIG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this Transaction.
The New AC8 Shares being issued pursuant to the Acquisition have not been and will not be registered under the United States Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any Restricted Jurisdiction. Accordingly, the New AC8 Shares may not be offered, sold or delivered, directly or indirectly, in the United States, or any other Restricted Jurisdiction, except pursuant to exemptions from applicable requirements of any such jurisdiction, including the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
Publication on websites
A copy of this announcement is or will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on IIG's website at https://iigplc.com/ and on AC8's website at https://acceler8.ventures/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement, or of any websites accessible from hyperlinks on such websites, are not incorporated into and do not form part of this announcement.
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