REG - Actual Experience - Proposed Placing, Subscription and Broker Option

Actual ExperienceAnnouncement

21/09/2022 12:15

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RNS Number : 1697A  Actual Experience PLC  21 September 2022

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) ("ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR")). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.

 

Actual Experience plc

(the "Company" or "Actual" or "Actual Experience")

Proposed Conditional Placing and Subscription to raise £3.0 million

Broker Option to raise up to £0.5 million

Cancellation and Grant of Options, Board Changes, Proposed Appointment of a
Non-Executive Director and Appointment of Joint Broker

Notice of General Meeting

Actual Experience plc (AIM: ACT), the analytics-as-a-service company, today
announces a conditional placing (the "Placing"), proposed subscription (the
"Subscription") and conditional broker option (the "Broker Option") raising
total gross proceeds of up to £3.5 million (together the "Fundraising") at a
price of 2 pence per share (the "Placing Price").

The Board of Actual Experience also announces that Chief Executive Officer
("CEO"), Dave Page, has stepped down from his position and as a Director of
the Company. Effective immediately, Steve Bennetts becomes interim CEO in
addition to his role as Chief Financial Officer and Kirsten English,
Non-Executive Chair, becomes Executive Chair. The Board will commence the
search for a new CEO in a process involving external candidates plus a strong
internal candidate with the view to having the new CEO appointed by 1 January
2023.

It is also intended that Harmesh Suniara, Portfolio Manager at Lombard Odier,
will join the Board as a Non-executive Director immediately upon Admission.

The Company also announces that, subject to obtaining the agreement of
affected option holders, it intends to cancel approximately 819,000 employee
share options currently in issue and re-issue new options to employees and
Directors.

The Company is pleased to announce, conditional upon Admission, the
appointment of Turner Pope Investments (TPI) Limited ("Turner Pope") as joint
broker to the Company alongside Singer Capital Markets.

Fundraising Highlights

-      Placing with certain institutional and other investors to raise
gross proceeds of £2.825 million through the issue of 141,250,000 new
ordinary shares of 0.2 pence each in the Company ("Ordinary Shares") (the
"Placing Shares") at the Placing Price.

-      Proposed Subscription with certain Directors and management of the
Company to raise gross proceeds of £0.175 million through the issue of
8,750,000 new Ordinary Shares (the "Subscription Shares") at the Placing
Price.

-      To provide existing Shareholders and other investors who did not
have the opportunity to participate in the Placing the chance to participate
in the Fundraising, the Company has granted the Broker Option to Turner Pope,
to invite subscriptions for up to 25,000,000 new Ordinary Shares (the "Broker
Option Shares") (in addition to the Placing Shares and the Subscription
Shares) at the Placing Price. The Broker Option is exercisable any time before
11.00 a.m. on 23 September 2022. As far as is practical, if the Broker Option
is over-subscribed, participation in the Broker Option will be prioritised for
existing Shareholders (direct or indirect) on the register at the close of
business on 16 September 2022. If the Broker Option is fully taken up, it will
raise up to an additional £0.5 million. A further announcement will be made
once the Broker Option Shares have been fully subscribed and the Broker
Options declared closed. If the Broker Option is not fully subscribed by 11.00
a.m. on 23 September 2022, orders from eligible investors will be satisfied in
full, and the balance of the Broker Option shall lapse. Further details
regarding participation, the eligibility criteria, the order of priority, and
details regarding settlement, are set out in more detail below.

-      The Placing Price is at a discount of approximately 11.1 per cent.
to the closing middle market price of 2.25 pence per Existing Ordinary Share
on 20 September 2022, being the latest Dealing Day prior to the publication of
this announcement.

-      The Placing Shares, the Subscription Shares and the Broker Option
Shares (together the "Fundraising Shares") will, if fully subscribed,
represent approximately 75.2 per cent. of the Company's Enlarged Share
Capital.

-      The proceeds receivable by the Company from the Fundraising on
Admission amount to a minimum of £3.0 million (before expenses) and
approximately £2.8 million (net of expenses) (assuming that no Broker Option
Shares are issued). If the Broker Option Shares are issued in full, the
proceeds receivable by the Company from the Fundraising amount to £3.5
million (before expenses) and approximately £3.2 million (net of expenses)
from the issue of 175,000,000 Fundraising Shares.

-      Singer Capital Markets Advisory LLP is acting as nominated adviser
to the Company in connection with the Fundraising and Admission and Singer
Capital Markets Securities Limited ("Singer Capital Markets") is acting as
joint broker and joint bookrunner in connection with the Placing. Turner Pope
(together with Singer Capital Markets, the "Joint Bookrunners") are acting as
joint broker and joint bookrunner in connection with the Fundraising.

-      The Fundraising is wholly conditional upon, among other things,
the resolutions (the "Resolutions") required to implement the Fundraising
being duly passed by Shareholders at the general meeting proposed to be held
at the offices of Osborne Clarke LLP at One London Wall, London EC2Y
5EB at 10.00 a.m. on 7 October 2022 (the "General Meeting").

-      A circular, containing further details of the Fundraising and
convening the General Meeting in order to pass the Resolutions (the
"Circular"), is expected to be despatched to Shareholders on or around 21
September 2022  and the Circular, once published, will be available on the
Company's website at www.actual-experience.com
(http://www.actual-experience.com/) .

Broker Option

-      The Broker Option has been granted primarily to facilitate the
participation by existing Shareholders. Non-shareholders of the Company can
also participate in the event that the existing Shareholders do not apply for
the Broker Option Shares in full.

-      Parties who wish to register their interest in participating in
the Broker Option should contact Turner Pope either by email
(info@turnerpope.com (mailto:info@turnerpope.com) ) or telephone on +44 (0)20
3657 0050. Each application should state the number of Broker Option Shares
that the interested party wishes to acquire at the Placing Price and should be
submitted to Turner Pope no later than 11.00 a.m. on 23 September 2022.

-      Turner Pope may choose not to accept applications and/or to accept
applications, either in whole or in part, on the basis of allocations
determined at their sole discretion (after consultation with the Company) and
may scale down any bids for this purpose on such basis as Turner Pope may
determine. If the Broker Option is not fully subscribed by 11.00 a.m. on 23
September 2022, orders from eligible investors will be satisfied in full, and
the balance of the Broker Option shall lapse.

-      It is expected that, following allocations by Turner Pope (in
consultation with the Company), application will be made for Admission of the
relevant number of Broker Option Shares. Admission is expected to become
effective and trading of the Broker Option Shares will commence at 8.00 a.m.
on 10 October 2022. Following Admission, such Broker Option Shares will
rank pari passu with the Existing Ordinary Shares.

Operational highlights

-      New leadership team in place including new senior management
appointees focused on commercial delivery, and the recently appointed Chair
assuming the role of Executive Chair during the CEO transition period.

-      Significant cost reductions achieved through reduced headcount and
other operational initiatives to benefit the new financial year commencing 1
October 2022.

-      New product offering soft launched with successful deployment at
scale and with positive customer feedback.

-     Strong business fundamentals remain in place to take advantage of
the growing opportunity in the market for hybrid workplace tools.

The Fundraising is wholly conditional, inter alia, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that if the
Resolutions are not approved at the General Meeting, the Fundraising will not
proceed. If the Fundraising does not proceed, the Group will not receive the
proceeds of either the Placing, the Subscription, or the Broker Option. If
this were to happen, the Directors would immediately have to re-evaluate the
strategy and outlook of the Group. Shareholders are therefore urged to vote in
favour of the Resolutions, which the Directors consider to be in the best
interests of Shareholders and the Company as a whole.

Kirsten English, Executive Chair, commented:

"We recently launched a new and enhanced SaaS platform which continually
monitors the health of an enterprise's digital workplace and identifies both
cost efficiencies and ways to improve employee wellbeing at work. Our platform
targets senior executives who lack tools to analyse and manage today's
complex, hybrid and digital workplace.

"We have recruited senior product and sales leaders to spearhead our 'go to
market' execution and the proposed fundraising will provide working capital to
accelerate sales and marketing initiatives.

"We believe that the business has strong fundamentals represented by unique
capabilities, a scalable, high margin business model, and a large and growing
addressable market."

 

Enquiries

 Actual Experience plc                                     via MHP Communications

 Steve Bennetts, Interim CEO and Chief Financial Officer

 Singer Capital Markets Advisory LLP                       Tel: +44 (0)207 496 3000

 Shaun Dobson

 Will Goode

 James Fischer

 Turner Pope Investments (TPI) Ltd                         Tel: +44 (0)203 657 0050

 James Pope

 Andrew Thacker

 MHP Communications                                        Tel: +44 (0)203 128 8666

 act@mhpc.com (mailto:act@mhpc.com)

 Reg Hoare

 Matthew Taylor

 Will Mullan

ADDITIONAL INFORMATION

Background to and Reasons for the Fundraising

About the Company

As the working world evolves post-pandemic, the global shift to a flexible
hybrid model has brought with it a significant challenge; in short, how do
businesses create an environment that gives their people what they need to
thrive, whilst protecting the commercial efficiency of the business and
driving growth at the same time. Actual Experience has launched a new and
enhanced Software as a Service ("SaaS") platform, which continually analyses
the digital workplace environment and provides boards and management teams
with the information they need to address and improve digital working
conditions.

By underpinning their strategic decision making with Actual's data-driven
insights, customers gain the clarity and confidence needed to build
sustainable digital ecosystems within their organisations - delivering both a
great employee experience and increasing the efficiency of the digital
workplace. Powered by over ten years of academic research, Actual's service
doesn't need any interaction with employees to provide a unique and highly
actionable dataset that technology, people and finance leaders can rely upon
to plan impactful projects against their most critical agenda items including
profitability, wellbeing and other employee-centric initiatives.

Recent developments

Since March 2021, the Company has gone through a period of significant
transformation and development. This has included the hiring of a new and
highly motivated leadership team including Scarlet Jeffers (October 2021) as
the new Chief Product Officer and Roy Jugessur (May 2022) as Chief Revenue
Officer (CRO). Further, there has been a 'refresh' at Board level with the
appointment of Kirsten English as Non-Executive Chair (having moved from her
role as Non-Executive Director in March 2022) and the appointment of Richard
Steele as Independent Non-Executive Director and incoming Chair of the Audit
Committee (June 2022). As explained above, Kirsten English now becomes
Executive Chair of the Company.

This team rebranded the Company in May 2022 when it launched the Company's new
SaaS offering, the Digital Workplace Management Platform ("DWMP"). This
rebranding also marked a change in the Company's culture from a
technology-driven to a sales-driven organisation. The new platform includes a
portal/interface which provides rich data on the operational capabilities of
the digital workplace by user, department, and geography. This data can
provide companies with clear insights on how to improve workplace efficiency,
including:

·    identifying which investments make most difference to the digital
environment as well as subsequent measurements showing the return on
investment over time;

·    how employee wellbeing is improved by ensuring access to workplace
tools is optimised;

·    the Actual Human Experience score which shows whether a customers'
digital workplace is improving or deteriorating as opposed to them relying on
information from ad hoc and retrospective employee surveys; and

·    enabling management to implement improvements to the digital
workplace ahead of issues becoming business critical.

The new platform became commercially available in May 2022. Subsequently, the
Company has been engaging with both its existing and prospective customer base
to ensure that enhancements match market needs. The feedback received to date
has been very positive. In August 2022, the Company completed an initial
c.30,000-seat deployment of the DWMP with a customer that had previously
utilised Actual's legacy product. The new product is expected to go live with
this customer in October 2022. During the initial deployment, the platform has
proven to work reliably and at scale.

In recent months, the Company has significantly reduced its cost base. At the
start of the current financial year (October 2021), the Company's costs
averaged approximately £680,000 per month and by the end of this financial
year, in September 2022, it is expected that the Company's expenses will
average approximately £450,000 per month. This has been achieved both through
reducing headcount, from 77 at the start of the year to 46 now, and by means
of a reduction in data centre costs through a combination of efficiencies
achieved in cloud design and scalability, decommissioning old clouds, reducing
internal usage, and changing suppliers to optimise costs. The Directors
believe that both the headcount and the cost base have been reduced to the
lowest viable level that can still achieve the Company's commercial objectives
regarding order acquisition and customer support, as well as developing
additional product features.

New product offering

The Company believes that there is a large and growing market for its new DWMP
due to the following factors:

·    post-pandemic, the global surge in remote and hybrid working has had
a significant impact on both people and productivity agendas;

·    employee-centric decision making is more important than ever to drive
wellbeing and retention in the workforce;

·    businesses need to transform rapidly in order to build a sustainable
work-from-anywhere digital ecosystem that improves company performance and
enhances employees' experience of this ecosystem;

·    enterprises are "flying blind" without data to inform their strategic
decision making relying on biased survey data and traditional IT point
solutions, and lack confidence in knowing where to start; and

·    reports from McKinsey, Forbes and Gartner show the accelerating
interest and growth in this market. Gartner predicts a ten-fold increase in
Digital Workplace tools being employed by businesses between 2021 and 2025.

The Directors believe that the Company's new product will enable it to achieve
its long-term target financial model as below:

·    SaaS Annual Recurring Revenue ("ARR") model; long-term, recurring,
predictable revenue streams which arise from multi-year orders. KPIs will be
average deal size (measured in seats and per-seat value), average duration of
order, customer expansion (measured in growth of serviced seats), and customer
retention;

·    high gross margins; achieve high gross margins in excess of 90% by
optimising cloud capacity (primary metric is serviced seats per Cloud) and
further automating data generation and presentation, as well as self-help
tools (metric is number of customers that can be supported by each customer
support operative);

·    high operating margins; at scale, deliver operating margins in excess
of 50% by effective marketing and aligned and engaged partners; and

·    strong balance sheet; high margins on rapidly growing revenues will
deliver strong levels of cash flow. The KPI will be the level of monthly cash
utilisation. Sales executives will be compensated, in part, on achieving
cash-up-front payment terms.

Addressable market and competitive advantage

It is currently estimated that there are one billion knowledge workers
globally who spend 60% of their time working digitally and so there is a large
and growing addressable market for the Company's product. Since the Covid-19
pandemic, an increasing number of these knowledge workers are engaging in
hybrid work patterns with a mixture of office and home. This has created an
even greater need for the Company's product.

The Directors believe that the Company holds a unique position in the market
and a competitive advantage over other providers. The Company's human
experience research and innovation uniquely enables Actual to quantify and
improve the delivered experience of the digital journey. This is an
'early-mover' advantage where point solutions are unable to aid bottom-up
'transformation'. Actual Experience provides the 'big brain' analysis as a
standalone Human Experience (HX) operating platform sat on top of user
experience tools.

New product strategy

The Company already works with partners that are global brands. These partners
are Channel Partners and give the Company access to large enterprise
prospects. In addition, the Company has a direct sales force. The direct sales
force operates on two levels: to find new prospective customers outside the
Channel Partner ecosystem and to work with Channel Partners to 'lead sell' the
product to the Channel Partner sales forces and, on occasions, working with
Channel Partner customers directly. The Company expects to focus increasingly
on direct sales in order to establish greater control of deal timing, build
capabilities in areas outside the Channel Partner community, and promote
sustainable revenue generation. This feeds into the Company's dual-strategy of
targeting large enterprises (Global Top 2,000) coupled with mid-size companies
(revenues of between £500 million and £1.5 billion). The ideal customer
profile includes: at least 5,000 employees, a commitment to ESG, a
future-of-work strategy already deployed or in planning, have identified
issues with their current hybrid working model with a 'C Suite' commitment to
improving the workplace environment.

Sales process

A typical contract for the Company's new DWMP product will be structured as a
minimum of 15 months, including an initial three-month 'Proof of value'
period. The Company will incentivise its sales executives to contract
multi-year deals. Once a customer deploys the platform, the objective is to
employ a 'land and expand' strategy to increase the footprint of the Actual
toolset to more departments, offices and geographies. It is expected that
early-adopting, larger customers, where the platform is deployed at scale,
would be priced at approximately £2.50 per seat per month. In the longer
term, the Company will seek to achieve higher unit sales prices.

Pipeline

Since the appointment of Roy Jugessur as CRO in May 2022, the Company has
reviewed its sales methodology and approach. This includes the adoption of
industry standard tools to support a systematic selling approach designed to
track pipeline opportunities and accelerate the sales process. The pipeline of
opportunities starts with leads and ends with contracts. This new approach to
the pipeline has only been in operation for a few months meaning opportunities
have not yet reached a point in the sales cycle where they would register in
the final stages of the pipeline. A snapshot of the current opportunities
shows the status of deals in each stage of the pipeline and whether the
initial business came from the Direct Sales force or through an engagement
with a Channel Partner:

·    New Leads: 15 opportunities with 80% via Channel Partners

·    Sales Qualified Leads: 4 opportunities with 75% via Channel Partners

·    Qualified Opportunities: 5 opportunities with 20% via Channel
Partners

·    Scoping & Mitigating Risk: 2 opportunities with 50% via Channel
Partners

·    Proof of Value: 2 opportunities with 50% via Channel Partners

·    Agree/Negotiate: 0 opportunities as yet

·    Commit: 0 opportunities as yet

Examples of potential customer opportunities in the sales pipeline:

·    At Proof of Value Stage:

1)    Major global pharmaceutical company (100,000 employees): fast moving
opportunity led by a dedicated senior client team across the digital
workplace. They have an established Human Experience agenda, and near term are
looking to reverse declining customer satisfaction scores.

 

·    At Sales Qualified stage:

2)    Global pharmaceutical and chemicals company (60,000 employees): CEO
is focused heavily on digital equality and inclusion. Focus on delivering an
experience that aligns with their values, they tell people they care, they're
flexible, they're inclusive, and are committed to demonstrating this.

 

3)    Big 4 accounting & professional services firm (300,000
employees): robust two-year strategy aimed at treating their employees like
customers. Key priority is to reduce burden on IT helpdesk and ensure this is
an efficient function, which, in time, acts as a focal point for education.

 

4)    Major US bank (210,000 employees): in the process of building out a
hybrid workplace strategy led by their COO. A wealth of tools at their
disposal but all with little strategic value.

 

Use of Proceeds

The Directors intend that the aggregate net proceeds of the Fundraising of up
to approximately £3.2 million will be used to fund the working capital
requirements of the Company and to strengthen its balance sheet to enable it
to build financial credibility with larger blue-chip customers. The Directors
believe that this will allow the Company to convert its current pipeline of
sales prospects into revenue, to build the size of the sales pipeline for both
direct sales and Channel Partner opportunities, and to increase the market
awareness of the Company's service offering through targeted marketing
initiatives.

The Directors have considered a number of alternative transaction and funding
structures and, having consulted with its key shareholders, consider the
Fundraising to be the most appropriate transaction in the interest of its
Shareholders to secure the funding the Company requires.

Details of the Placing and proposed Subscription

The Company has conditionally raised gross proceeds of £2.825 million
through the issue of Placing Shares, each at the Placing Price. The Placing
Shares have been conditionally placed by Singer Capital Markets and Turner
Pope, acting as joint bookrunners of the Company, with certain new and
existing institutional and other investors pursuant to the Placing Agreement.

In addition, certain Directors (the "Participating Directors") and management
of the Company propose to conditionally subscribe for £0.175 million through
the issue of an aggregate total of 8,750,000 Subscription Shares at the
Placing Price pursuant to the Subscription Agreements. A further announcement
will be made in due course once such dealings have occurred.

The Placing Price represents a discount of approximately 11.1 per cent. to the
closing middle market price of 2.25 pence per Existing Ordinary Share on 20
September 2022, being the latest Dealing Day prior to the announcement of the
Placing.

A circular, containing further details of the Placing, the Subscription and
the Broker Option and a notice convening the General Meeting in order to pass
the Resolutions (the "Circular"), is expected to be despatched to Shareholders
on or around 21 September 2022 and the Circular, once published, will be
available on the Company's website at www.actual-experience.com
(http://www.actual-experience.com/) .

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Singer Capital Markets and
Turner Pope, as agents for the Company, have conditionally agreed to use their
reasonable endeavours to procure subscribers for the Placing Shares. Singer
Capital Markets and Turner Pope have conditionally placed the Placing Shares
with certain existing and new institutional and other investors at the Placing
Price. No part of the Placing is underwritten.

The Placing Agreement is conditional upon, inter alia, the Resolutions being
duly passed at the General Meeting and Admission becoming effective on or
before 8.00 a.m. on 10 October 2022 (or such later time and/or date as the
Company, Singer Capital Markets and Turner Pope may agree, but in any event by
no later than 8.00 a.m. on 24 October 2022).

Under the terms of the Placing Agreement, Singer Capital Markets will be paid
a corporate finance fee from the Company and commission relating to the
Placing Shares placed by Singer Capital Markets while Turner Pope will receive
a joint bookrunner fee and commission relating to the Placing Shares placed by
Turner Pope as well as the Broker Option Shares, in each case conditional on
Admission.

The Placing Agreement also contains customary warranties from the Company in
favour of Singer Capital Markets and Turner Pope in relation to, inter alia,
the accuracy of the information in this Announcement and other matters
relating to the Group and its business. In addition, the Company has agreed to
indemnify Singer Capital Markets and Turner Pope in relation to certain
liabilities they may incur in respect of the Fundraising. Singer Capital
Markets and/or Turner Pope has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the event of a
breach of the warranties given to Singer Capital Markets and Turner Pope in
the Placing Agreement, the failure of the Company to comply in any respect
with any of its obligations under the Placing Agreement, the occurrence of a
force majeure event or a material adverse change affecting the condition, or
the earnings or business affairs or prospects of the Group as a whole, whether
or not arising in the ordinary course of business.

Directors' Participation in the Fundraising

The Participating Directors and certain employees propose to conditionally
subscribe for an aggregate of 8,750,000 Subscription Shares, representing 5.0
per cent of the Fundraising Shares, if fully subscribed. The Participating
Directors' and employees' participation in the Fundraising will be effected
through entry into Subscription Agreements between them and the Company.
Immediately following Admission (assuming that no Broker Option Shares are
issued), the Directors will together hold an aggregate of 7,158,280 Ordinary
Shares, representing 3.4 per cent. of the Enlarged Share Capital, as set out
in the below table. This figure decreases to 3.1 per cent. of the Enlarged
Share Capital as further increased if the Broker Option is exercised in full.

 Director          Number of Ordinary Shares held as at the date of this Announcement  Intended number of

Subscription Shares subscribed for
 Kirsten English   145,168                                                             2,500,000
 Steve Bennetts    345,947                                                             2,000,000
 Richard Steele    35,774                                                              1,250,000
 Stephen Davidson  131,391                                                             750,000

 

In addition to the above, the Directors, members of the management team and
certain employees have agreed to continue an arrangement whereby they forgo
part of their salaries or fees each month in exchange for the issue of new
Ordinary Shares at the prevailing market price.

Related Party Transactions

The Participating Directors have indicated their intention to conditionally
subscribe for Subscription Shares at the Placing Price. The participation by
the Participating Directors would constitute related party transactions under
Rule 13 of the AIM Rules. A further announcement will be made in due course
once such dealings have occurred.

Furthermore, Lombard Odier Asset Management (Europe) Limited ("Lombard
Odier"), a substantial shareholder in the Company (and therefore a related
party of the Company for the purposes of the AIM Rules), has agreed to
conditionally subscribe for 51,250,000 Placing Shares at the Placing Price.
The participation by Lombard Odier in the Placing is deemed to be a related
party transaction pursuant to Rule 13 of the AIM Rules.

The Director independent of the Participating Directors, being Sir Bryan
Carsberg, considers, having consulted with the Company's nominated adviser,
that the terms of the participation of the Participating Directors in the
Fundraising, are fair and reasonable insofar as the Company's shareholders are
concerned.

The Directors independent of Lombard Odier, being Kirsten English, Steve
Bennetts, Richard Steele, Stephen Davidson and Sir Bryan Carsberg, consider,
having consulted with the Company's nominated adviser, that the terms of the
participation of Lombard Odier in the Fundraising, are fair and reasonable
insofar as the Company's shareholders are concerned.

Board Changes

The Board of Actual Experience also announces that CEO, Dave Page, has stepped
down from his position and as a Director of the Company to take up the role of
Founder and Chief Strategy Officer to focus more on the Company's strategy.
The Company's current Non-Executive Chair, Kirsten English becomes Executive
Chair and Steve Bennetts, Chief Financial Officer, also assumes the role of
Interim CEO. The Board will commence the search for a new CEO in a process
involving external candidates plus a strong internal candidate with the view
to having the new CEO in place by 1 January 2023. Until this new appointment
is made, Steve Bennetts and Kirsten English will lead the Company's executive
management team. Following these changes and the recent appointments of
Scarlet Jeffers as Chief Product Officer and Roy Jugessur as Chief Revenue
Officer, the Board believes the Company has the management team in place to
deliver on the new product strategy and exploit the commercial opportunity.

As previously announced, Sir Bryan Carsberg will retire from the Board on 30
September 2022.

Proposed Director

Conditional on the approval of the Resolutions at the General Meeting and
Admission, and subject to the satisfactory discharge by Singer Capital Markets
Advisory LLP of its obligations under the AIM Rules for Nominated Advisers, it
is intended that Harmesh Suniara, as a representative of funds or accounts
managed on a discretionary basis by Lombard Odier Asset Management, will be
invited to join the Board as a Non-executive Director, immediately upon
completion of the proposed Fundraising.

Harmesh is a portfolio manager at Lombard Odier Asset Management (Europe)
Limited which has a focus on active engagement with the companies in which it
invests. He has been investing in UK smaller companies for over 15 years with
a focus on the technology and life sciences sectors. Harmesh graduated in
Physics from the University of Cambridge.

Employee Share Options

As a result of the current share price of the Company, the Board has concluded
that historic share option grants no longer act as an incentive for employees
and Directors. Accordingly, the Company also announces that, subject to
obtaining the agreement of affected option holders, it intends to cancel
approximately 819,000 employee share options currently in issue (leaving just
297,250 options) and reissue new options to employees and Directors. It is
expected that the total number of new options issued in this way will amount
to less than 5% of the Enlarged Share Capital following Admission. The
Directors believe that the cancellation of current options and the issue of
new options will be important to be able to retain key employees and provide
motivation to them.

A further announcement will be made in due course.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the Fundraising
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective at 8.00 a.m. on 10 October 2022.

The Fundraising Shares will, on Admission, rank pari passu in all respects
with the Existing Ordinary Shares and will rank in full for all dividends and
other distributions declared, made or paid on Ordinary Shares after Admission.

The General Meeting

Set out in the Circular is a notice convening the General Meeting to be held
at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB  at
10.00  a.m. on 7 October 2022, at which the Resolutions will be proposed for
the purposes of implementing the Fundraising.

Resolution 1, which will be proposed as an ordinary resolution, is to
authorise the Directors to allot new Ordinary Shares up to a nominal value
equal to the aggregate nominal of maximum amount of the Fundraising Shares
together with one third of the Enlarged Share Capital (to renew the ongoing
authority to issue shares obtained at each AGM) provided that such authority
shall expire on the date falling 18 months after the date of the resolution or
on the date of the next annual general meeting of the Company, whichever is
the earlier.

Resolution 2, which will be proposed as a special resolution and which is
conditional upon the passing of Resolution 1, disapplies Shareholders'
statutory pre-emption rights in relation to the issue of the Fundraising
Shares and in connection with an offer of equity securities to Shareholders
but subject to such exclusions or other arrangements, such as fractional
entitlements and overseas shareholders as the Director's consider necessary.
Resolution 2 grants further authority to allot equity securities for cash on a
non-pre-emptive basis up to an aggregate nominal amount of £46,537.00
(representing approximately 10% of the Enlarged Share Capital, to renew the
ongoing authority to issue shares obtained at each AGM) provided that such
authority shall expire on the date falling 18 months after the date of the
resolution or on the date of the next annual general meeting of the Company,
whichever is the earlier.

Action to be taken

Shareholders will not receive a Form of Proxy for the General Meeting, instead
you will find instructions in the section entitled "Notes" in the Notice of
General Meeting to enable you to vote electronically and how to register to do
so.

To be valid, a proxy vote must be submitted at www.signalshares.com so as to
have been received by the Company's registrars not less than 48 hours
(excluding weekends and public holidays) before the time appointed for the
meeting or any adjournment of it. By registering on the Signal shares portal
at www.signalshares.com, you can manage your shareholding, including:

- cast your vote

- change your dividend payment instruction

- update your address

- select your communication preference.

Shareholders may request a paper form of proxy from the Company's registrar,
Link Group, if they do not have access to the internet. If a paper form of
proxy is requested from the registrar, it should be completed and returned to
Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be
received not less than 48 hours before the time of the meeting (excluding any
part of a day that is not a working day).

If you hold your Existing Ordinary Shares in uncertificated form in CREST, you
may vote using the CREST Proxy Voting service in accordance with the
procedures set out in the CREST Manual.  Further details are also set out in
the notes accompanying the Notice of General Meeting at the end of the
Circular.  Proxies submitted via CREST must be received by Link Group (ID
RA10) by no later than 10 a.m. on 5 October 2022 (or, if the General Meeting
is adjourned, 48 hours (excluding any part of a day that is not a working day)
before the time fixed for the adjourned meeting).

If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice from your broker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser, immediately.

Recommendation

The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and accordingly unanimously recommend
that Shareholders vote in favour of the Resolutions to be proposed at the
General Meeting as they intend to do so in respect of their beneficial
holdings amounting, in aggregate, to 709,471 Existing Ordinary Shares,
representing approximately 1.2 per cent. of the existing issued ordinary
share capital of the Company.

The Fundraising is conditional, inter alia, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that if the
Resolutions are not approved at the General Meeting, the Transaction will not
proceed in any respect. If the Transaction does not proceed, the Group will
not receive the proceeds of either the Placing, the Subscription or the Broker
Option. If this were to happen, the Directors would have to immediately
re-evaluate the strategy and outlook of the Group. Shareholders are therefore
urged to vote in favour of the Resolutions, which the Directors consider to be
in the best interests of the Shareholders of the Company as a whole.

This Announcement should be read in its entirety.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Steve Bennetts, Interim Chief Executive Officer and
Chief Financial Officer, of the Company.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2022

 Publication and posting of the Circular                                        21 September
 Latest time and date for exercise of the Broker Option                         11.00 a.m. on 23 September
 Latest time and date for receipt of proxy votes for the General Meeting        10.00 a.m. on 5 October
 Time and date of General Meeting                                               10.00 a.m. on 7 October
 Announcement of result of General Meeting                                      7 October
 Admission and commencement of dealings in Fundraising Shares                   8.00 a.m. on 10 October
 CREST accounts credited in respect of Fundraising Shares in uncertificated     10 October
 form
 Despatch of definitive share certificates in respect of Fundraising Shares to  by 20 October
 be issued in certificated form

Notes:

(1)          If any of the above times and/or dates change,
Shareholders will be notified of the revised times and/or dates by the Company
via announcement through a Regulatory Information Service.

(2)          All of the above times refer to London time unless
otherwise stated.

(3)          Admission and dealings in the Fundraising Shares are
conditional on, inter alia, the passing of the Resolutions at the General
Meeting.

(4)          No new certificates will be issued in relation to the
Existing Ordinary Shares.

 

FUNDRAISING STATISTICS

 

 Placing Price                                                             2 pence
 Number of Existing Ordinary Shares                                        57,685,018
 Number of Placing Shares                                                  141,250,000
 Maximum number of Broker Option Shares                                    25,000,000
 Number of Subscription Shares                                             8,750,000
 Number of Ordinary Shares in issue following Admission((1))               232,685,018
 Fundraising Shares as a percentage of the Company's issued share capital  75.2 per cent.
 following Admission((2))
 Total gross proceeds of the Placing and Subscription                      £3.0 million
 Estimated expenses of the Placing and Subscription                        £0.2 million
 Estimated net proceeds of the Placing and Subscription                    £2.8 million
 Maximum gross proceeds of the Fundraising((1))                            £3.5 million

 Estimated maximum net proceeds of the Fundraising((1))                    £3.2 million
 ISIN                                                                      GB00BJ05QC14
 SEDOL                                                                     BJ05QC1

Notes

1.                    assuming that the Broker Option is
taken up in full

2.                    assuming that no other Ordinary
Shares are issued prior to Admission and the Broker Option is taken up in full

 

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(C) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(C) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; OR (3) FALL WITHIN ARTICLE 50(1) (SOPHISTICATED INVESTORS) OF THE ORDER
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ACTUAL EXPERIENCE PLC.

THE FUNDRAISING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  THE FUNDRAISING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE
FUNDRAISING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA.  THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE
UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Fundraising and/or issue of
the Fundraising Shares in certain jurisdictions may be restricted by law.  No
action has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the Fundraising
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Fundraising Shares in any
jurisdiction where action for that purpose is required.  Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful.  No public offering
of the Fundraising Shares is being made in any such jurisdiction.

All offers of the Fundraising Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate.  In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.

The Fundraising Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising or the
accuracy or adequacy of this Announcement.  Any representation to the
contrary is a criminal offence in the United States.  The relevant clearances
have not been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Fundraising Shares;
and the Fundraising Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Fundraising Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.  Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel.  As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements.  Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made.  Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

Singer Capital Markets Advisory LLP is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Fundraising, and Singer Capital Markets Advisory LLP will not be responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Fundraising or any other matters referred to in this Announcement.

Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Singer Capital Markets will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Turner Pope Investments (TPI) Limited is authorised and regulated by the FCA
in the United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing and the Broker Option, and Turner Pope
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing, the Broker Option or any other matters
referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective Representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefor is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The Fundraising Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom.  The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.  Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 "Act"                                          the Companies Act 2006 (as amended)
 "Admission"                                    the admission of the Fundraising Shares to trading on AIM becoming effective
                                                in accordance with Rule 6 of the AIM Rules
 "AIM"                                          the AIM Market operated by the London Stock Exchange
 "AIM Rules"                                    the AIM Rules for Companies published by the London Stock Exchange from time
                                                to time
 "Broker Option"                                an option granted by the Company to Turner Pope under the Placing Agreement to
                                                enable the Company to raise additional funds through the issue of the Broker
                                                Option Shares, such issue to take place at Admission
 "Broker Option Shares"                         up to 25,000,000 new Ordinary Shares to be issued at the Placing Price at
                                                Admission pursuant to the Broker Option
 "certificated form" or "in certificated form"  an Ordinary Share recorded on a company's share register as being held in
                                                certificated form (namely, not in CREST)
 "Circular"                                     the circular to shareholders containing the Notice of General Meeting expected
                                                to be despatched to shareholders on or around 21 September 2022
 "Company", "Actual" or "Actual Experience"     Actual Experience plc, a company incorporated and registered in England and
                                                Wales under the Companies Act 1985 with registered number 06838738
 "CREST"                                        the relevant system (as defined in the CREST Regulations) in respect of which
                                                Euroclear is the operator (as defined in those regulations)
 "CREST Regulations"                            the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
 "Dealing Day"                                  a day on which the London Stock Exchange is open for business in London
 "Directors" or "Board"                         the directors of the Company, or any duly authorised committee thereof
 "Enlarged Share Capital"                       the ordinary share capital of the Company as enlarged by the issue of the
                                                Placing Shares, the Subscription Shares and, to the extent issued, the Broker
                                                Option Shares
 "Euroclear"                                    Euroclear UK & International Limited, the operator of CREST
 "Existing Ordinary Shares"                     the 57,685,018 Ordinary Shares in issue at the date of this Announcement, all
                                                of which are admitted to trading on AIM
 "FCA"                                          the UK Financial Conduct Authority
 "FSMA"                                         the Financial Services and Markets Act 2000 (as amended)
 "Fundraising"                                  the Placing, the Broker Option and the Subscription
 "Fundraising Shares"                           the Placing Shares, the Broker Option Shares and the Subscription Shares
 "General Meeting"                              the general meeting of the Company to be convened to consider the Resolutions
 "Group"                                        the Company, its subsidiaries and its subsidiary undertakings
 "Joint Bookrunners"                            Singer Capital Markets and Turner Pope
 "Lombard Odier"                                Lombard Odier Asset Management (Europe) Limited
 "London Stock Exchange"                        London Stock Exchange plc
 "Notice of General Meeting"                    the notice convening the General Meeting which is set out at the end of the
                                                Circular
 "Ordinary Shares"                              ordinary shares of 0.2 pence each in the capital of the Company
 "Participating Directors"                      those Directors proposing to participate in the Subscription
 "Placing"                                      the conditional placing of the Placing Shares by Singer Capital Markets and
                                                Turner Pope, as agent on behalf of the Company, pursuant to the Placing
                                                Agreement
 "Placing Agreement"                            the conditional agreement dated 20 September 2022 and made between Singer
                                                Capital Markets, Turner Pope and the Company in relation to the Placing,
                                                further details of which are set out in this Announcement
 "Placing Price"                                2 pence per Placing Share, Subscription Share or Broker Option Share (as
                                                applicable)
 "Placing Shares"                               the 141,250,000 new Ordinary Shares to be issued pursuant to the Placing
 "Prospectus Regulation Rules"                  the prospectus regulation rules made by the FCA pursuant to section 73A of the
                                                FSMA
 "Regulatory Information Service"               a service approved by the FCA for the distribution to the public of regulatory
                                                announcements and included within the list maintained on the FCA's website
 "Resolutions"                                  the resolutions set out in the Notice of General Meeting
 "Shareholders"                                 holders of Ordinary Shares from time to time
 "Singer Capital Markets"                       Singer Capital Markets Securities Limited
 "Subscription"                                 the subscription for 8,750,000 new Ordinary Shares at the Placing Price
                                                pursuant to the Subscription Agreements
 "Subscription Agreements"                      the subscription agreements for Subscription Shares between each of those
                                                individuals subscribing for shares pursuant to the Subscription and the
                                                Company
 "Subscription Shares"                          the Ordinary Shares to be issued pursuant to the Subscription
 "Turner Pope"                                  Turner Pope Investments (TPI) Limited, the Company's joint broker (subject to
                                                Admission) and joint bookrunner
 "UK" or "United Kingdom"                       the United Kingdom of Great Britain and Northern Ireland
 "US" or "United States"                        the United States of America, each State thereof, its territories and
                                                possessions (including the District of Columbia) and all other areas subject
                                                to its jurisdiction
 "uncertificated" or "in uncertificated form"   an Ordinary Share recorded on a company's share register as being held in
                                                uncertificated form in CREST and title to which, by virtue of the CREST
                                                Regulations, may be transferred by means of CREST

 

 

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