Court Sanction of the Scheme
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 VOILATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
6 August 2026
RECOMMENDED ALL-SHARE ACQUISITION
of
INTUITIVE INVESTMENTS GROUP PLC
by
ACCELER8 VENTURES PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Court Sanction of the Scheme
On 30 June 2026, the independent director of Accerler8 Ventures Plc ("AC8") and the independent directors of Intuitive Investments Group plc ("IIG") announced that they had reached agreement on the terms and conditions of a recommended all-share offer by AC8 for the entire issued, and to be issued, ordinary share capital of IIG (the "Acquisition"), alongside the proposed admission of AC8 Shares to the ESCC of the Official List maintained by the FCA and trading on the London Stock Exchange's Main Market.
The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement between IIG and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme was published on 9 July 2026 (the "Scheme Document") and the Acquisition was approved at the Court Meeting and the General Meeting held on 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.
Court Sanction of the Scheme
AC8 and IIG are pleased to announce that the Court has today granted the Court Order sanctioning the Scheme.
The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 13 August 2026. A further announcement will be made once the Scheme has become Effective.
Next steps and timetable
There have been no changes to the expected timetable of principal events as set out in the announcement of 3 August 2026.
IIG confirms that the Scheme Record Time will be 6.00 p.m. on 12 August 2026 and that trading in IIG Shares on the SFS will be suspended with effect from 7.30 a.m. on 13 August 2026. The last day of dealings in IIG Shares will therefore be 12 August 2026 and, once suspended, it is not expected that trading in IIG Shares will recommence.
IIG Shareholders whose names appear on the IIG register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration provided for in the Scheme Document in respect of their holdings.
Subject to the Scheme becoming Effective, cancellation of admission to trading of IIG Shares on the SFS and AC8 Shares on the Main Market (Equity Shares: Shell Companies) category is expected to occur at 8.00 a.m. on 14 August 2026. On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid. The enlarged share capital of AC8 is expected to be admitted to trading on the Main Market (ESCC) category of the Official List at 8.00 a.m. on 14 August 2026.
Enquiries:
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Intuitive Investments Group plc |
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 |
Tel: 020 7409 3494 |
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Zeus Capital Limited (Broker to IIG) |
James Hornigold Dominic King |
Tel: 020 3829 5000 |
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FTI Consulting (Financial PR to IIG) |
John Waples Valerija Cymbal Jemima Gurney |
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 Katie Long James Strang |
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 (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer 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 (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no chance in the facts set forth in this announcement since such date.
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 (or, if the Acquisition is implemented by way of a Takeover Offer, will be contained in the Offer 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. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
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.
If, in the future, AC8 exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the United States, such Takeover Offer will be made in compliance with the applicable U.S. laws and regulations.
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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, AC8, certain affiliated companies or their nominees and brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, IIG Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange's website at www.londonstockexchange.com.
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 to be 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.
Forward-Looking Statements
The information provided in this announcement contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of IIG or AC8. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expect", "plan", "anticipate", "believe", "intend", "maintain", "continue to", "pursue", "design", "result in", "sustain" "estimate", "potential", "growth", "near-term", "long-term", "forecast", "contingent" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. The forward-looking statements contained in this announcement speak only as of the date hereof and are expressly qualified by this cautionary statement.
Forward-looking statements are based upon, among other things, factors, expectations and assumptions that IIG and AC8 have made as at the date of this announcement regarding, among other things: the satisfaction of the Conditions to closing of the Acquisition in a timely manner, if at all, including the receipt of all necessary approvals; and that the Acquisition will comply with all applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.
Undue reliance should not be placed on the forward-looking statements because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These risks include, but are not limited to: the completion and timing of the Acquisition; the ability of IIG and AC8 to receive, in a timely manner, the necessary Court, shareholder and stock exchange approvals and to satisfy the other conditions to closing of the Acquisition; the ability of the parties to complete the Acquisition on the terms contemplated by IIG and AC8 or at all; consequences of not completing the Acquisition, including the volatility of the share prices of IIG and AC8, negative reactions from the investment community; and the focus of management's time and attention on the Acquisition and other disruptions arising from the Acquisition.
Except as may be required by applicable securities laws, neither IIG nor AC8 assume any obligation or intent to update publicly or revise any forward-looking statements made herein, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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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