REG - Acceler8 Ventures - Proposed Fundraise and Notice of General Meeting

Acceler8 VenturesAnnouncement

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RNS Number : 5412Z  Acceler8 Ventures PLC  08 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

8 April 2026

ACCELER8 VENTURES PLC

Proposed Fundraise and Notice of General Meeting

Acceler8 Ventures Plc (LSE: AC8, "AC8" or the "Company"), the Main Market
listed acquisition company, announces that further to the separate
announcement made today regarding the agreement in principle for a possible
all-share offer by AC8 for the entire issued and to be issued ordinary share
capital of Intuitive Investments Group plc ("IIG") (the "Possible Offer"),
alongside the proposed admission of the enlarged group to a listing on the
equity shares (commercial companies) category of the Official List and to
trading on the London Stock Exchange's Main Market ("Admission") (together,
the Possible Offer and Admission being the "Proposed Transaction"), AC8 is
proposing to raise approximately £1 million through the issue of unsecured
convertible loan notes ("2026 CLNs").

The 2026 CLNs will be issued in order to raise funds to support the Company's
near term working capital requirements.

The principal terms of the 2026 CLNs are as follows:

Amount: Approximately £1 million

Interest rate: 8 per cent. per annum, payable-in-kind and compounding annually

Redemption: No redemption rights for the Company applicable save for agreement
by the noteholder following a tender offer by the Company or for corporate tax
purposes

Conversion: Automatic conversion of principal and accrued interest on the
earlier of (i) immediately prior to completion of an initial transaction (as
defined by UKLR 13.4.1) and (ii) the third anniversary of CLN issuance

Conversion price: The 2026 CLNs will convert into AC8 ordinary shares on the
basis of:

·    in the event that the Proposed Transaction proceeds to completion, a
price of 34 pence per ordinary AC8 share, otherwise;

·      at a 30 per cent. discount to a 20-trading day VWAP as at close
on the last trading day prior to the third anniversary of CLN issuance or, in
the event AC8 completes an initial transaction under UKLR 13.4 before such
third anniversary, a 30 per cent. discount to the prevailing share price per
AC8 ordinary share applicable to such initial transaction.

Security: The CLNs will rank pari passu with other unsecured creditors of the
Company

The conversion price applicable to the Proposed Transaction is equivalent to a
discount of 57.5 per cent. to the middle market closing price per AC8 share on
the last business day prior to this announcement.

Amendment to 2025 CLNs

 

On the basis the Proposed Transaction proceeds to completion, it is proposed
that AC8's unsecured convertible loan notes issued in August 2025 (the "2025
CLNs") will be adjusted such that their effective conversion price per AC8
ordinary share will be 28 pence, which is a discount of 65 per cent based on
the middle market closing price per AC8 ordinary share on the last business
day prior to this announcement.

 

If the Proposed Transaction does not proceed to completion, the 2025 CLNs and
the 2026 CLNs will be converted into AC8 ordinary shares at a 30 per cent.
discount to the 20-trading day volume weighted average price as at close on
the last trading day prior to the third anniversary of CLN issuance, or in the
event AC8 completes an initial transaction under UKLR 13.4 before such third
anniversary, a 30 per cent. discount to the prevailing share price per AC8
ordinary share applicable to the initial transaction.

 

Bonus shares in relation the Proposed Transaction

 

As also noted in the possible offer for IIG by AC8 announcement published
today, in order to recognise the strategic value of AC8 if the Proposed
Transaction proceeds to completion, it is anticipated that bonus shares would
be issued by AC8 to AC8 ordinary shareholders prior to Admission and before
conversion of the 2025 CLNs and 2026 CLNs ("Bonus Shares"), in order to result
in AC8's ordinary shareholders (including shareholders holding shares on
conversion of the 2025 CLNs and 2026 CLNs) holding a total interest of
approximately 0.99 per cent. of the issued ordinary share capital of the
enlarged group on Admission.

 

Notice of General Meeting

 

Issuance of the 2026 CLNs is conditional on approval by shareholders of the
Company of the requisite resolutions at a general meeting of the Company. In
addition, at the general meeting shareholders will be asked to consider and
approve resolutions to:

 

·     ratify the issuance of the 2025 CLNs and the disapplication of
pre-emption rights in connection with the 2025 CLNs; and

·    amend the Company's articles of association ("Articles") to
incorporate provisions required by UKLR 13.2.1R(1) that the Company complete
an initial transaction on or before 30 July 2027, otherwise it will cease
operations.

 

Accordingly, the Company will be posting a notice convening a general meeting,
to be held at the Company's premises at 28 Esplanade, St. Helier, Channel
Islands, Jersey JE2 3QA on Monday 27 April 2026 at 11:00 am (the "General
Meeting").

 

A copy of the notice of General Meeting and proposed new Articles will be
available on the Company's website at: https://acceler8.ventures/investors/.

 

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on AC8's website at https://acceler8.ventures/
(https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Facceler8.ventures%2F&data=05%7C02%7CRichard.Andrews%40berenberg.com%7Cebb82d53522c49bb56b308de94d42dba%7Cf8a4d5212a2d4e94ab56260dada38157%7C0%7C0%7C639111836361805279%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=Nf954m7MtWF7%2F53I0yUzUFF7cX%2FUg9xW5ut4yPAmZZA%3D&reserved=0)
by no later than 12 noon (London time) on the business day following the date
of this announcement. For the avoidance of doubt, the content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.

Inside Information

 

This announcement contains inside information as defined in Regulation (EU)
No. 596/2014 on market abuse which is part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR") and is made in accordance with
the Company's obligations under article 17 of MAR. The person responsible for
arranging the release of this announcement on behalf of AC8 is David Williams,
Chairman of AC8. The Company's LEI is 2138004B1HKZP1OR2C72.

 

 

Enquiries:

 

 Acceler8 Ventures Plc                  David Williams  C/o Tessera Investment Management Limited

 Tessera Investment Management Limited  Tony Morris     Tel: 07742 189145

Katie Long
 (Financial Adviser to AC8)
James Strang

 

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