GM, Tender Offer & Placing & Directorate Change
Intuitive Investments Group plc
("IIG" or the "Company")
General Meeting, Tender Offer and Placing and Directorate Change
New investment policy
Admission to Specialist Fund Segment, and Sir Nigel Rudd to be appointed, Chairman on 8 August
Intuitive Investments Group plc (AIM: IIG), a closed-end investment company focussed on the life sciences and technology sectors, announces that at the General Meeting of the Company held at midday today, all resolutions put to Shareholders were duly passed.
IIG has received shareholder approval for a number of proposals to support a shift in strategy to invest in a portfolio concentrating on fast growing and / or high potential Life Sciences, Healthcare and Technology businesses operating predominantly in the UK, continental Europe, the US and APAC, targeting an average return to Shareholders of 20 per cent. capital growth per annum.
The results of the voting are summarised in the table below:
|
Resolution |
Description |
Votes For |
Votes Against |
Withheld |
|
One |
An ordinary resolution to approve the Company's new investment policy |
60,140,450 |
Nil |
Nil |
|
Two |
A special resolution for the cancellation of admission of the Ordinary Shares to trading on AIM |
60,140,450 |
Nil |
Nil |
|
Three |
An ordinary resolution to allot shares in the Company |
60,140,450 |
Nil |
Nil |
|
Four |
A special resolution to disapply pre-emption rights |
60,140,450 |
Nil |
Nil |
Appointment of Sir Nigel Rudd as Non-Executive Chairman
Sir Nigel Rudd will become the Company's Non-Executive Chairman, subject only to admission of the Company's issued and to be issued Ordinary Shares on the Specialist Fund Segment on 8 August 2023.
Result of the Tender Offer
The Company can confirm a total of 62,049 Ordinary Shares have been tendered representing approximately 0.084 per cent. of the Company's issued share capital. Applications under the Tender Offer will be met in full and there will be no scaling back. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately £3,258. Payment will be made through CREST for Ordinary Shares purchased pursuant to the Tender Offer on 1 August 2023.
The maximum aggregate number of Ordinary Shares that could be purchased by Placees pursuant to the Tender Offer was 12,857,142 Ordinary Shares (representing 17.4 per cent. of the Company's issued share capital) at the Tender Price of 5.25 pence per Ordinary Share, resulting in a maximum amount of £675,000 being returned to Qualifying Shareholders.
Financing of the Tender Offer
Turner Pope conditionally placed 12,857,142 Ordinary Shares with Placees. Of these 62,049 Ordinary Shares will be used to purchase existing Ordinary Shares validly tendered under the Tender Offer, and the Company will issue 12,795,093 new Ordinary Shares, raising gross proceeds of approximately £671,742 to satisfy the balance of the demand from Placees. The net proceeds will be used to invest in line with the Company's new investment policy and for general working capital purposes.
As disclosed in the Prospectus, Malcolm Gillies and David Evans subscribed for 952,280 Ordinary Shares in the Placing. Their revised shareholdings immediately following Admission are as follows:
|
Name |
Number of Ordinary Shares |
Percentage of Share Capital |
|
Malcolm Gillies |
1,452,380 |
1.67% |
|
David Evans |
6,552,380 |
7.54% |
Related Party Transaction
Malcolm Gillies is a Director of the Company and his participation in the Placing constitutes a related party transaction in accordance with AIM Rule 13. Robert Naylor, Julian Baines and Colin Willis are not participating in the Placing and are therefore considered independent Directors for these purposes, having consulted with the Company's Nominated Adviser, consider the terms of the Malcolm Gillies' participation in the Placing to be fair and reasonable insofar as Shareholders are concerned.
Total voting rights
Application has been made to the London Stock Exchange plc for the admission of the new Ordinary Shares to trading on AIM, which is expected to take effect at 8.00 a.m. on or around 1 August 2023. The new Ordinary Shares will rank equally with the existing Ordinary Shares.
Following admission, the Company's issued share capital will consist of 86,859,644 Ordinary Shares. Since the Company currently holds no shares in treasury, the total number of voting rights in the Company will be 86,859,644. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Cancellation and Admission
As previously announced on 11 July 2023, following the approval of the proposed Cancellation by Shareholders at the General Meeting, the last day of dealings in the Company's Ordinary Shares on AIM will be 7 August 2023 and the Cancellation will become effective at 7:00 a.m. on 8 August 2023, subject to a Dealing Notice, as defined in the AIM Rules for Companies, being issued. Admission and dealings in Ordinary Shares on the Specialist Fund Segment will commence at 8:00 a.m. on 8 August 2023.
Defined terms used in this announcement shall bear the meaning set out in the Circular dated 11 July 2023.
Julian Baines, current non-Executive Chairman, said:
"The Board wish to thank the Company's shareholders for voting overwhelmingly to support a broadening of our investment policy and move to the Specialist Fund Segment of the London Stock Exchange's Main Market. We look forward to updating shareholders on our progress as we pursue exciting opportunities that lie ahead."
|
Intuitive Investments Group plc |
|
|
Julian Baines, Non-Executive Chairman Robert Naylor, CEO |
Via FTI Consulting |
|
SP Angel Corporate Finance LLP - Nominated Adviser |
+44 (0) 20 3470 0470 |
|
Jeff Keating / David Hignell / Kasia Brzozowska |
|
|
Turner Pope Investments (TPI) Ltd - Broker |
+44 (0) 20 3657 0050 |
|
Andrew Thacker / James Pope |
|
|
FTI Consulting |
|
|
Jamie Ricketts / Valerija Cymbal / Jemima Gurney |
IIG@fticonsulting.com |
Dealings by Persons Discharging Managerial Responsibilities
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||||||
|
a)
|
Name |
1) Malcolm Gillies 2) David Evans |
|||||||
|
2
|
Reason for the notification
|
||||||||
|
a)
|
Position/status |
1) Non-Executive Director of the Company 2) Chair of the Company's investment committee and founder |
|||||||
|
b)
|
Initial notification /Amendment |
Initial Notification |
|||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||||
|
a)
|
Name |
Intuitive Investments Group plc |
|||||||
|
b)
|
LEI
|
2138004A32UIY92WWR66 |
|||||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||||||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary shares of 1p each |
|||||||
|
|
|
||||||||
|
Identification code |
ISIN: GB00BNGFMW59 |
||||||||
|
|
|
||||||||
|
b) |
Nature of the transaction
|
Subscription for shares |
|||||||
|
c) |
Price(s) and volume(s) |
|
|
|
|
||||
|
d) |
Aggregated information |
|
|||||||
|
|
|
||||||||
|
- Aggregated volume |
1,904,760 |
||||||||
|
|
|
||||||||
|
- Price |
0.0525p |
||||||||
|
|
|
||||||||
|
e) |
Date of the transactions |
28 July 2023 |
|||||||
|
f) |
Place of the transaction |
Outside a trading venue |
|||||||
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