REG - Intuitive Inv Group Acceler8 Ventures - Possible offer for IIG by Acceler8 Ventures plc

Acceler8 VenturesAnnouncement

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RNS Number : 5409Z  Intuitive Investments Group plc  08 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For immediate release

8 April 2026

Intuitive Investments Group plc

("IIG" or the "Company")

Statement re: possible offer for IIG by Acceler8 Ventures plc

The independent directors of IIG and Acceler8 Ventures plc ("AC8") are pleased
to announce that they have reached agreement in principle on the terms of a
possible all-share offer by AC8 for the entire issued and to be issued
ordinary share capital of IIG (the "Possible Offer"), alongside the proposed
admission of the enlarged group (the "Combined Group"), to a listing on the
Equity Shares (Commercial Companies) category of the Official List (the
"Official List") maintained by the Financial Conduct Authority ("FCA") (the
"ESCC") and to trading on the London Stock Exchange's main market (the "Main
Market") ("Admission") (together, the Possible Offer and Admission being the
"Proposed Transaction"). The independent directors of IIG currently intend
that they would recommend this Possible Offer, if made on the terms set out in
this announcement, to IIG shareholders.

The Possible Offer, if made, is based on an exchange ratio of:

2.6052 new AC8 ordinary shares per IIG ordinary share

(the "Exchange Ratio")

On the basis of the middle market closing price per AC8 ordinary share on the
last business day prior to this announcement of 80 pence per share, the
Possible Offer values the fully diluted share capital of IIG at approximately
£600 million (excluding the issued and to be issued ordinary share capital of
AC8).

In order to recognise the strategic value of AC8 to shareholders of IIG in
achieving admission of the Combined Group to the ESCC through a combination
with AC8, as part of the Proposed Transaction, it is anticipated that there
will be a proposed issue of bonus shares to AC8's ordinary shareholders prior
to Admission and before conversion of the 2025 CLNs and 2026 CLNs (each as
defined below) (the "Bonus Issue"), such that IIG shareholders would hold
approximately 99.01 per cent. of the issued ordinary share capital of the
Combined Group on Admission and AC8 shareholders would hold approximately 0.99
per cent. of the issued ordinary share capital of the Combined Group on
Admission.

Proposed move to the ESCC

As set out below, the Board of IIG believes that the current listing category
of IIG on the Specialist Fund Segment of the London Stock Exchange (the "SFS")
provides more limited access to institutional investors, when compared to a
listing on the Official List, which has resulted in a perceived fundamental
undervaluation of the Company's long-term prospects and prohibited access to a
broader pool of investors. In addition, the Proposed Transaction would enable
the Combined Group to be admitted to trading as an operating company on the
ESCC, thereby better reflecting the group's core focus on being the preferred
technology partner driving the digital transformation of the Chinese lottery,
by virtue of Hui10 Inc. ("Hui10") and its subsidiaries, which comprised over
99 per cent. of the value of IIG's investment portfolio as at 30 September
2025.

Strategic rationale

The Board of IIG has given significant consideration to the ways in which a
combination of IIG and AC8 could generate value for their respective
shareholders. The Boards of both IIG and AC8 believe that there is a strong
rationale for undertaking the Possible Offer.

On 31 March 2025, IIG announced that, as part of the ongoing development of
the Company's strategic direction, and following the significant progress
achieved by IIG's largest investment holding, being Hui10, it had been
exploring options to move from the SFS to a listing on the Official List and
trading on the Main Market. Having evaluated various options for achieving
this strategy, the Board of IIG has decided that the Proposed Transaction is
the most efficient and effective means for the following reasons:

Valuation

·      IIG has historically traded at a significant discount to its net
asset value and the Boards of both AC8 and IIG believe that this fails to
reflect the significant operational progress that has been made by the Hui10
business to date. Furthermore, the Boards of AC8 and IIG believe that if Hui10
is successful with its ongoing rollout of paperless play in China, the
fundamental value of Hui10 and, in turn IIG, should be significantly higher
than it is today. The Board of IIG remains concerned that, absent a change in
listing category, the capital market and investors will continue to undervalue
this significant growth opportunity.

Structural benefits of an ESCC listing

·      IIG has experienced challenges with its listing on the SFS,
including having only limited access to institutional investors when compared
to a listing on the ESCC. The Board of IIG considers that this has contributed
to restricted institutional ownership and that, absent a change in listing
category to materially broaden its appeal and shareholder base, IIG is likely
to continue to be overlooked and discounted as an investment proposition by
many institutional investors.

·      The Boards of AC8 and IIG believe that a listing on the ESCC
would enable the Combined Group to potentially be included within the Main
Market indices, subject to the normal entry requirements, thereby further
expanding the Combined Group's potential institutional shareholder base and
supporting a more appropriate overall valuation and ownership structure.

·      In addition, the Proposed Transaction is expected to enable the
Combined Group to be admitted to trading as an operating company on the ESCC
thereby better reflecting the enlarged group's core focus on being the
preferred technology partner driving the digital transformation of the Chinese
lottery, via Hui10 and its group of companies, which currently represents over
99 per cent. of IIG's investment portfolio's carrying value.

 

Expertise of team

·      The Board of AC8 and its advisory team have closely followed and
worked with the team at IIG and Hui10 over a number of years and Giles Willits
is both a Non-Executive Director of AC8 and the CEO of IIG. The expertise,
operational know-how and public market experience they bring will be important
assets to the Combined Group both as part of the Possible Offer process itself
and also following completion of the Proposed Transaction.

Timing

·      The Board of IIG believes that effecting a change of listing
category via the Proposed Transaction would also be attractive as it is
anticipated that it could be implemented more expeditiously than a direct
admission of Hui10 itself to the Official List and to trading on the Main
Market.

From AC8's perspective, the Possible Offer is in line with its investment
focus of seeking to acquire high growth assets in the software and technology
sectors. The Proposed Transaction would also allow AC8 to fulfil its initial
acquisition requirement under UK Listing Rule 13.4 and AC8 shareholders will
benefit from holding shares listed on the ESCC rather than shares listed on
the current equity shares (shell companies) category.

Proposed AC8 fundraising

By way of a separate announcement, AC8 has today confirmed its intention to
raise approximately £1,000,000 gross through the issue of unsecured
convertible loan notes (the "2026 CLNs") with an interest rate of 8 per cent.
per annum, payable-in-kind and convertible into new ordinary shares of AC8 in
certain circumstances, including immediately prior to completion of the
Proposed Transaction. If the Proposed Transaction does proceed to completion,
under their terms, the 2026 CLNs will convert at 34 pence per AC8 ordinary
share which is a discount of 57.5 per cent. based on the middle market closing
price per AC8 share on the last business day prior to this announcement.

The proposed 2026 CLNs will be issued to investors in order to raise funds to
support AC8's working capital requirements.

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 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 of
business 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.

IIG Independent Directors' intention to recommend

The independent directors of IIG (being the Board of IIG excluding Giles
Willits in light of his directorship of AC8) (the "IIG Independent Directors")
have concluded that the Possible Offer reflects the most attractive immediate
proposal for IIG shareholders. As such, should a firm offer pursuant to Rule
2.7 of the Code be made by AC8 on the financial terms set out above, the IIG
Independent Directors would be minded to recommend such an offer to IIG
shareholders.

IIG shareholders' support

AC8 has obtained irrevocable undertakings from certain members of Hui10's
management team to vote (or, where applicable, procure voting) in favour of
the Scheme (as defined below) at (i) the court meeting to be convened by an
order of the Court pursuant to section 896 of the Companies Act 2006 for the
purposes of considering, and if thought fit, approving the Scheme and (ii) the
resolutions to be proposed at the general meeting of IIG (or in the event that
the Possible Offer is implemented by way of a contractual takeover offer, to
accept or procure acceptance of such takeover offer), in respect of all their
IIG Shares, representing in aggregate 59,035,785 IIG Shares (representing
approximately 24.59 per cent. of the existing issued ordinary share capital of
IIG) as at 7 April 2026 (being the last business day prior to this
announcement) (the "Irrevocable Undertakings").

These Irrevocable Undertakings shall cease to be binding:

a)    if an announcement of a firm intention to make an offer under Rule
2.7 of the Code has not been released by 5.00 p.m. on 31 July 2026 (or such
later date as AC8 and IIG may agree) and that offer is on no less favourable
terms than those set out in this announcement and for the same form of
consideration as set out in this announcement;

b)    if the scheme document is not published within 28 days of the date of
release of the Rule 2.7 announcement (or such later date as the Panel on
Takeovers and Mergers (the "Takeover Panel") may agree);

c)    if the offer for IIG lapses or is withdrawn in accordance with its
terms;

d)   on the date on which any competing offer for the entire issued and to
be issued ordinary share capital of IIG is declared wholly unconditional or,
if proceeding by way of a scheme of arrangement, becomes effective;

e)    the IIG Independent Directors withdraw their recommendation of the
Possible Offer; or the Possible Offer has not completed by 5.00 p.m. on 28
February 2027.

 

Possible Offer structure

The Possible Offer would be structured as an all-share offer by AC8 for IIG
and is anticipated to be implemented by way of a scheme of arrangement in
accordance with the Companies Act 2006 (the "Scheme"). The Possible Offer
would constitute a reverse takeover under the Code and the Proposed
Transaction would constitute an initial transaction for AC8 under the Listing
Rules.

This announcement falls under Rule 2.4 of the Code and does not amount to a
firm intention by AC8 to make an offer under Rule 2.7 of the Code and there
can be no certainty that an offer for IIG will ultimately be made. As a
consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company, in accordance with the rules of the Code. The
attention of the Company's shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.

In accordance with Rule 2.5 of the Code, AC8 reserves the right to vary the
form and/or mix of the Possible Offer consideration described in this
announcement. AC8 also reserves the right to make an offer for IIG on less
favourable terms than those described in this announcement: (i) with the
agreement or recommendation of the IIG Independent Directors; (ii) if a third
party announces a firm intention to make an offer for IIG on less favourable
terms; or (iii) following the announcement by IIG of a Rule 9 waiver
transaction pursuant to Appendix 1 of the Code or a reverse takeover (as
defined in the Code).

If IIG announces, declares or pays any dividend or any other distribution or
return of value or capital to its shareholders after the date of this
announcement, AC8 reserves the right to make an equivalent reduction to the
Possible Offer consideration.

This announcement has been made with the consent of AC8.

In accordance with Rule 2.6(a) of the Code, AC8 must, by not later than 5.00
p.m. (London time) on 6 May  2026, being the 28th day following the date of
this announcement, either announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code, or announce that it does not
intend to make an offer for the Company, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies. This deadline
can only be extended with the consent of the Takeover Panel in accordance with
Rule 2.6(c) of the Code.

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company, in accordance with the rules of the Code. The
attention of the Company's shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.

No action required

The Board of IIG is continuing to work with AC8 to facilitate completion of
its requisite due diligence process, to progress the requisite offer
documentation and finalise the full terms and conditions of the Possible
Offer. In the meantime, IIG shareholders are not required to take any action
in relation to the Possible Offer. A further announcement(s) will be made as
appropriate.

No suspension of listing

If the Possible Offer is made and that offer completes (whether by way of the
Scheme becoming effective or the offer becoming unconditional in all
respects), the transaction would constitute an initial transaction under UKLR
13.4 and AC8's listing on the equity shares (shell companies) category of the
Official List would be cancelled. AC8 will apply for the admission of its
shares to listing on the ESCC and to trading on the Main Market assuming that
the FCA approves the eligibility of the Combined Group.

Furthermore, AC8 confirms that given IIG is admitted to the SFS (which is a
regulated market) and has complied with the applicable disclosure
requirements, in accordance with UKLR 13.4.8(G), AC8's ordinary shares will
not be suspended from trading on publication of this announcement. Information
disclosed pursuant to these disclosure requirements can be accessed on IIG's
website at www.iigplc.com (http://www.iigplc.com) .

For the purposes of UK MAR, the person responsible for arranging for the
release of this announcement on behalf of the Company is Giles Willits and on
behalf of AC8 is David Williams.

 
 
Enquiries:
 
 Intuitive Investments Group plc                                          Giles Willits         c/o FTI Consulting

 Strand Hanson Limited                                                    James Dance           Tel: 020 7409 3494

 (Rule 3 Adviser and Financial Adviser to IIG)                            Christopher Raggett

                                                                          Matthew Chandler

                                                                          Imogen Ellis

 Zeus Capital Limited                                                     James Hornigold       Tel: 020 3829 5000

 (Broker to IIG)                                                          Dominic King

 FTI Consulting                                                           John Waples           Tel: 020 3727 1000

 (Financial PR to IIG)                                                    Valerija Cymbal

                                                                          Jemima Gurney

 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

 Joh. Berenberg, Gossler & Co. KG, London Branch (Rule 3 Adviser and      Matthew Armitt        Tel: 020 3207 7800
 Financial Adviser to AC8)

                                                                          Miles Cox

                                                                          Mark Whitmore

                                                                          Richard Andrews

 

Mayer Brown International LLP is acting as legal adviser to AC8. Sidley Austin
LLP is acting as legal adviser to IIG.

 

Bases and sources

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.

1.   The estimated fully diluted ordinary share capital of IIG (being
287,887,122 IIG ordinary shares) (the "IIG Fully Diluted Share Capital") has
been calculated on the basis of:

·      240,059,774 IIG ordinary shares in issue as at 7 April 2026;

·      plus an estimated 31,302,227 IIG ordinary shares which would be
issued on the vesting of awards on or after the date of this announcement
under the pre-existing Hui10 management incentive plan, assuming that all
vesting conditions have been met or accelerated and all related put/call
options have been exercised as a result of completion of the Possible Offer;

·      plus an estimated 8,329,802 IIG ordinary shares which may be
issued on the exercise of warrants on or after the date of this announcement
under the pre-existing Hui10 and IIG warrant arrangements assuming all vesting
conditions have been met or accelerated and related put/call options have been
exercised as a result of completion of the Possible Offer;

·      plus an estimated, in aggregate, 8,195,319 IIG ordinary shares
that could be issued under the terms of the equity investment agreement
between Helikon Investments Ltd ("Helikon") and IIG announced on 15 December
2025, assuming milestone 2, which equates to a £7.5 million equity investment
by Helikon, as described in such announcement is achieved.

The fully diluted share capital of IIG does not include the IIG ordinary
shares to be issued to Helikon on the achievement of milestone 3, as set out
in the 15 December 2025 announcement, given that is not expected to take place
before completion of the Possible Offer.

2.   AC8's percentage ownership of the Combined Group on Admission, has been
calculated on the basis of:

(i)   The estimated fully diluted ordinary share capital of AC8 (being
7,500,035 AC8 ordinary shares) (the "AC8 Fully Diluted Share Capital"),
comprising:

·      750,000 AC8 ordinary shares in issue as at 7 April 2026;

·      plus an estimated 1,444,000 AC8 ordinary shares to be issued
under the 2025 CLNs based on an assumed conversion price of 28 pence
(equivalent to a discount of 65 per cent. to the middle market closing price
per AC8 share on the last business day prior to this announcement of 80 pence
per share), which will convert into AC8 ordinary shares upon the completion of
the Possible Offer;

·      plus an estimated 2,973,409 AC8 ordinary shares to be issued
under the proposed 2026 CLNs, based on an assumed conversion price of 34 pence
per AC8 share (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 of 80 pence per share), which will also convert into AC8 ordinary
shares upon the completion of the Possible Offer;

·      plus such number of AC8 ordinary shares to be issued by way of
the Bonus Issue in order to result in AC8 shareholders (including shareholders
holding shares on conversion of the 2025 CLNs and 2026 CLNs) holding
approximately 0.99 per cent. in aggregate of the issued ordinary share capital
of the Combined Group at Admission, which is currently estimated to be
2,332,626 AC8 ordinary shares. To the extent that either of the assumptions as
to the number of ordinary shares to be issued under the amended 2025 CLNs and
the proposed 2026 CLNs change, the number of ordinary shares to be issued
under the Bonus Issue will be adjusted accordingly;

divided by

(ii)   the aggregate sum of:

a)    the IIG Fully Diluted Share Capital multiplied by the Exchange Ratio;
and

b)    the AC8 Fully Diluted Share Capital.

It is anticipated that AC8's current incentive arrangements, as described in
its prospectus dated 14 July 2021, will be cancelled such that no other shares
or convertible securities in AC8 will be issued or granted prior to completion
of the Proposed Offer save as set out above.

 

Important notices

Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as Rule 3 adviser
and financial adviser to IIG and no one else in connection with the Possible
Offer and other matters set out in this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to such matters.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as Rule 3 adviser and financial adviser to AC8 and no one else in
connection with the Possible Offer and other matters set out 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 Possible Offer or any other matter referred to
herein. Neither Berenberg nor any of its affiliates 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 Possible Offer
and other matters set out 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 Possible Offer or any
other matter referred to herein. Neither Tessera nor any of its affiliates
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.

This announcement is not intended to, and does not, constitute or form part of
any 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 this
announcement or otherwise. Any offer, if made, will be made solely by way of
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be approved or accepted.

The release, distribution or publication of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of IIG who are not resident in the United Kingdom may be affected
by the laws of such relevant jurisdictions. Therefore, any persons who are
subject to the laws of any jurisdiction other than the United Kingdom or
shareholders of IIG who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, AC8 confirms that it is not
aware of any dealings in IIG ordinary shares that would require it to offer a
minimum level, or a particular form, of consideration under Rule 6 or Rule 11
of the Code. However, it has not been practicable for AC8 to make enquiries of
all persons acting in concert with it prior to the date of this announcement
in order to confirm whether any details are required to be disclosed under
Rule 2.4(c)(iii) of the Code. To the extent that any such details are
identified following such enquiries, AC8 shall make an announcement disclosing
such details as soon as practicable, and in any event by no later than the
time it is required to make its Opening Position Disclosure under Rule 8.1 of
the Code.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, the Company confirms that, as at the
close of business on 7 April 2026, its issued ordinary share capital consisted
of 240,059,774 ordinary shares of 10 pence each in the capital of the Company,
which are admitted to trading on the Specialist Fund Segment of the Main
Market of the London Stock Exchange plc. The Company does not hold any
ordinary shares in treasury. The International Securities Identification
Number for such ordinary shares is GB00BPTH6Y20, and the Company's LEI number
is 2138004A32UIY92WWR66.

In accordance with Rule 2.9 of the Code, AC8 confirms that, as at the close of
business on 7 April 2026, its issued ordinary share capital consisted of
750,000 ordinary shares of 1 penny each in the capital of AC8, which are
admitted to trading on the Main Market of the London Stock Exchange plc. AC8
does not hold any ordinary shares in treasury. The International Securities
Identification Number for such ordinary shares is JE00BNG2DL20, and AC8's LEI
number is 2138004B1HKZP1OR2C72.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of IIG 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) IIG 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 IIG
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 Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of IIG or of any securities
exchange offeror must make a Dealing Disclosure if the person deals in any
relevant securities of IIG 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) IIG 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 IIG and by any offeror and
Dealing Disclosures must also be made by IIG, 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk, (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
Takeover 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.

The defined terms used in this section "Disclosure requirements of the Code"
are defined in the Code which can be found on the Takeover Panel's website.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement and the
abovementioned Irrevocable Undertakings will be made available (subject to
certain restrictions relating to persons resident in restricted jurisdictions)
on IIG's website at www.iigplc.com (http://www.iigplc.com) and on AC8's
website at https://acceler8.ventures/ (https://acceler8.ventures/investors/)
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 websites
referred to in this announcement is not incorporated into and does not form
part of this announcement.

 

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