Trading Update, Equity Subscription, Funding & TVR
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
24 March 2025
Insig AI plc
("Insig AI", the "Company" or the "Group")
Trading Update, Equity Subscription, Proposed Equity Funding Facility, PDMR dealing and Total Voting Rights
Insig AI is pleased to provide the following trading update for the second half of the financial year ending March 2025.
Revenue growth
Revenue for the third quarter ended 31 December 2024 increased by 64% to £131k, compared to the second quarter of £80k. Revenue for the fourth quarter ending 31 March 2025 is expected to be approximately £224k, equivalent to 71% higher than the third quarter and 180% higher than the second quarter. This growth is the result of accelerating market demand and successful client acquisition.
Business update
As previously communicated in our interim results published in December 2024, the Company has experienced a significant increase in engagement with potential customers. This momentum has continued into the current quarter. Given an improving pipeline of active customer proposals, signed NDAs, and scheduled engagements with existing clients, Insig AI intends to recruit additional key personnel to meet current and expected demand, specifically data science engineers and senior sales leadership within both our Data Engineering and ESG divisions.
Equity Subscription and equity funding facility
The Company is pleased to announce it has successfully raised gross (and net) proceeds of £0.35 million by way of an equity subscription, issuing 2,187,500 shares (the "Subscription Shares") at a price of 16.0 pence per share (the "Subscription Price") (the "Subscription"). The Subscription Price represents a small discount of 1.5% to the closing market price of Insig AI's shares on 21 March 2025 of 16.25 pence. Richard Bernstein, Chief Executive, John Wilson, non-executive Chairman of Insig AI subscribed for £150,000 and £50,000 of Subscription Shares respectively. Following these purchases, Mr Bernstein's shareholding stands at 23,490,880 which represents 19.6% of Insig AI's voting rights and Mr Wilson's shareholding stands at 2,612,500 which represents 2.2% of Insig AI's total voting rights.
Further details regarding these subscriptions are provided in the PDMR dealing table at the end of this announcement.
In addition, to ensure the Company has sufficient working capital for at least the next 12 months, the board of directors has also agreed terms over a proposed £350,000 equity funding facility from Richard Bernstein, Chief Executive of Insig AI ("Equity Funding Facility"). Formal legal documentation will be finalised by 31 March 2025. Pursuant to the proposed terms of the Equity Funding Facility, Richard Bernstein shall have the right to subscribe for up to 1,750,000 new ordinary shares in the Company at 20 pence per ordinary share. The Company shall also have a call option to require the same, should funding be required. The Equity Funding Facility shall terminate on 31 December 2025. The subscription price of 20 pence represents a premium of 23% to the closing share price of 16.25 pence on 21 March 2025.
Whilst there can be no guarantee that the Equity Funding Facility will be entered into, the Directors have every expectation that it will be. A further announcement will be made when it is executed.
The subscriptions by Richard Bernstein and John Wilson, directors of the Company constitutes a related party transaction under the AIM Rules.
The directors of the Company (excluding Richard Bernstein and John Wilson), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the Subscription and Richard's and John's participation therein, are fair and reasonable insofar as the Company's shareholders are concerned.
Moreover, the proposed Equity Funding Facility, if entered into, would constitute a related party transaction under the AIM Rules. The directors of the Company (excluding Richard Bernstein), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the proposed Equity Funding Facility and Richard's participation therein, should it be entered into on the terms as currently indicated, will also be fair and reasonable insofar as the Company's shareholders are concerned.
Richard Bernstein, Chief Executive, commented:
"The substantial growth in revenues over recent quarters underscores the strength and relevance of our product offering in the marketplace. The additional capital secured through this subscription ensures we can rapidly scale our capabilities, execute our growth strategy effectively, and fully capitalise on the increased customer demand we anticipate in the coming months."
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the Subscription Shares to trading on AIM ("Admission"). Admission is expected to become effective, and dealings in the Subscription Shares are anticipated to commence on or around 31 March 2025.
The Subscription Shares will be issued fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.
Following Admission, the issued share capital and total voting rights of the Company will be 119,932,637. Shareholders may use this figure as the denominator to 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.
For further information, please visit www.insig-ai.com or contact:
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Insig AI plc |
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Richard Bernstein, CEO |
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Zeus (Nominated Adviser & Broker) David Foreman / James Hornigold |
+44 (0) 203 829 5000
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Richard Bernstein |
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2
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Reason for the notification
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a)
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Position/status
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Chief Executive Officer |
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b)
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Initial notification /Amendment
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Initial Notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Insig AI plc |
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b)
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LEI
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21380098CKBAG1NWCD98 |
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4
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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
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a)
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Description of the financial instrument, type of instrument |
Ordinary Shares of 1 pence each |
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Identification code |
GB00BYV31355 |
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b)
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Nature of the transaction
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Share subscription
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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16.0 pence |
937,500
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d)
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Aggregated information |
N/A single transaction |
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- Aggregated volume |
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- Price |
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e)
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Date of the transaction
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21 March 2025 |
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f)
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Place of the transaction
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London Stock Exchange |
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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John Wilson |
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2
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Reason for the notification
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a)
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Position/status
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Chairman |
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b)
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Initial notification /Amendment
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Initial Notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Insig AI plc |
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b)
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LEI
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21380098CKBAG1NWCD98 |
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4
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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
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a)
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Description of the financial instrument, type of instrument |
Ordinary Shares of 1 pence each |
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Identification code |
GB00BYV31355 |
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b)
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Nature of the transaction
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Share subscription
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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16.0 pence |
312,500
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d)
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Aggregated information |
N/A single transaction |
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- Aggregated volume |
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- Price |
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e)
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Date of the transaction
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21 March 2025 |
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f)
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Place of the transaction
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London Stock Exchange |
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