Update re Expected Timetable of Principal Events
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
31 July 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
Update re Expected Timetable of Principal Events
On 30 June 2026, the independent directors of Intuitive Investments Group plc ("IIG") and the independent director of Acceler8 Ventures plc ("AC8") announced that they had reached agreement on the terms and conditions of a recommended all-share offer, pursuant to which AC8 will acquire the entire issued, and to be issued, ordinary share capital of IIG (the "Acquisition") at an exchange ratio of 2.6797 New AC8 Shares for each IIG Share held. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Further to the circular in relation to the Scheme being published on 9 July 2026, which included formal notices convening the requisite Court Meeting and General Meeting in connection with the Acquisition (the "Scheme Document"), and the associated prospectus published by AC8 on 15 July 2026, AC8 and IIG are pleased to provide an update with respect to the expected timetable of principal events.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.
Next steps and updated expected timetable of principal events
An updated expected timetable of principal events for the implementation of the Scheme is set out below.
The Court Sanction Hearing to sanction the Scheme is expected to be held on 6 August 2026 at the High Court in London, 7 Rolls Buildings, Fetter Lane, London, EC4A 1NL. Further details of the Court Sanction Hearing will be available on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day before the Court Sanction Hearing.
Based on the current expected timetable the Scheme is expected to become Effective on 13 August 2026. Accordingly, the last day of dealings in, and for registration of transfers of, IIG Shares is expected to be 12 August 2026. It is also expected that the listing of IIG Shares on the Specialist Fund Segment and admission to trading on the Main Market of the London Stock Exchange will each be cancelled with effect from 8.00 a.m. on 14 August 2026.
Admission of AC8's enlarged issued share capital is expected to become effective and commencement of dealings in AC8 Shares on the Main Market (equity shares commercial companies category) is expected to take place by 8.00 a.m. on 14 August 2026.
The Scheme remains subject to the satisfaction (or, if capable of waiver, the waiver) of the Conditions to the Scheme, including the approval of the Scheme at the Court Meeting by the requisite majority of IIG Scheme Shareholders, the approval of the New AC8 Shares Resolution by the AC8 Shareholders at the AC8 General Meeting, the sanction of the Scheme by the Court, and the filing of the Court Order with the Registrar of Companies.
The dates and times set out below will depend, among other things, on the dates on and/or times at which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If any of the key dates and/or times set out in the updated timetable below change, IIG and AC8 will give notice of such change(s) by issuing an announcement through a Regulatory Information Service and by making such announcement available on their respective websites at https://iigplc.com/ and https://acceler8.ventures/ and, if required by the Panel, notice of the change(s) will be sent to IIG Shareholders and persons with information rights.
|
Event |
Time and/or date |
|
AC8 General Meeting |
9.30 a.m. on 3 August 2026 |
|
IIG Court Meeting |
10.30 a.m. on 3 August 2026 |
|
IIG General Meeting |
11.00 a.m. on 3 August 2026 |
|
Court Sanction Hearing |
6 August 2026 |
|
Bonus Issue Record Date |
6.00 p.m. on 6 August 2026 |
|
Bonus Issue Ex-Date |
7 August 2026 |
|
Bonus Issue of AC8 Shares and commencement of dealings in Bonus Shares |
7 August 2026 |
|
|
|
|
Conversion of 2025 CLNs and 2026 CLNs and commencement of dealings in the new AC8 Shares issued in respect of such conversions |
12 August 2026 |
|
Scheme Record Time |
6.00 p.m. on 12 August 2026 |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, IIG Shares |
12 August 2026 |
|
Suspension of trading in IIG Shares on the SFS |
7.30 a.m. on 13 August 2026 |
|
Effective Date of the Scheme |
13 August 2026 |
|
Cancellation of admission to trading of AC8 Shares on the Main Market (equity shares: shell companies) category |
by 8.00 a.m. on 14 August 2026 |
|
Cancellation of admission to trading of IIG Shares on the SFS |
by 8.00 a.m. on 14 August 2026 |
|
New AC8 Shares issued to IIG Shareholders |
at or as soon after 8.00 a.m. on 14 August 2026 |
|
AC8 Shares (including the New AC8 Shares) admitted to trading on the Main Market (ESCC) category |
by 8.00 a.m. on 14 August 2026 |
|
CREST members' accounts credited in respect of New AC8 Shares (where applicable) |
at or as soon after 8.00 a.m. on 14 August 2026 |
|
Latest date for despatch of share certificates for New AC8 Shares (where applicable) |
within 14 days of the Effective Date |
|
Long Stop Date |
11.59 p.m. on 28 February 2027 |
AC8 Bonus Issue
The Bonus Issue Record Date is expected to be 6.00 p.m. on 6 August 2026, being the anticipated date of the Court Hearing to sanction the Scheme. The Bonus Issue Ex-date and date of the Bonus Issue are expected to be 7 August 2026.
Unless the counterparties specifically agree otherwise, a buyer of AC8 Shares before the Bonus Issue Ex-Date will assume the benefit of the Bonus Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Bonus Issue Record Date.
Admission
Application will be made for the new Ordinary Shares to be issued pursuant to the Bonus Issue and the conversion of the 2025 and 2026 CLNs to be admitted to the Shell Companies category of the Official List and to trading on the Main Market.
Enquiries:
|
|
|
|
|
Intuitive Investments Group plc
|
Sir Nigel Rudd |
c/o FTI Consulting |
|
|
|
|
|
Strand Hanson Limited (Rule 3 Adviser and Financial Adviser to IIG) |
James Dance Christopher Raggett Matthew Chandler Harry Hiley
|
Tel: 020 7409 3494 |
|
Zeus Capital Limited (Broker to IIG) |
James Hornigold Dominic King
|
Tel: 020 3829 5000 |
|
FTI Consulting (Financial PR to IIG) |
John Waples Valerija Cymbal Jemima Gurney
|
Tel: 020 3727 1000 |
|
|
|
|
|
Acceler8 Ventures Plc |
David Williams |
C/o Tessera Investment Management Limited |
|
|
|
|
|
Tessera Investment Management Limited (Financial Adviser to AC8) |
Tony Morris
|
Tel: 07742 189145 |
|
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 |
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, sponsor 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 will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer (as defined in the Scheme Document), the Offer Document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other 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. 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 whole or in part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions and applicable requirements. Any failure to comply with such restrictions or 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their IIG Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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. Doing so may render invalid any related purported vote in respect of the Acquisition. 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 with the United States Securities and Exchange Commission under the US Securities Act of 1933 (as amended) or under the securities laws of any state or other Restricted Jurisdiction. Accordingly, the New AC8 Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States, or any other Restricted Jurisdiction, except pursuant to exemptions from the 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, 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, AC8 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com or by calling them on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, IIG Shareholders and persons with information rights may request a hard copy of this Announcement by contacting Neville Registrars Limited on 0121 585 1131 or +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by IIG Shareholders, persons with information rights and other relevant persons for the receipt of communications from IIG may be provided to AC8 during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
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.
General
If the Acquisition is effected by way of a Takeover Offer, and such a Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, AC8 intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining IIG Shares in respect of which the Takeover Offer has not been accepted.
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