Fundraise of approximately £400,000
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, 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, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
16 June 2026
Acuity RM Group plc
("Acuity", or the "Company")
Fundraise of approximately £400,000
Notice of General Meeting
Acuity (AIM: ACRM), the software group focused on cybersecurity risk management, announces a fundraising, to raise approximately £400,000 (before expenses) through the issue of new ordinary shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares") at a price of 0.75 pence per Ordinary Share (the "Issue Price") (the "Fundraising"). The Fundraising comprises a placing of 46,833,329 new Ordinary Shares ("Placing Shares") ("Placing, and an intended Directors' Subscription of 6,499,999 new Ordinary Shares ("Directors' Subscription Shares") ("Directors' Intended Subscription"). In addition, the Company is offering a retail offer of up to 6,666,666 new Ordinary Shares ("Retail Shares") ("Retail Offer"). The Fundraising is conditional, inter alia, on the passing of the resolutions by shareholders at a general meeting of the Company to be held on 7 July 2026 (the "General Meeting").
It is proposed that each new Ordinary Share will have one warrant attached, exercisable at the Issue Price for a period of 1 year, representing a total of 59,999,994 warrants assuming full take up of the Retail Offer (the "Fundraising Warrants"). The issue of the Fundraising Warrants will be subject to shareholder approval at a General Meeting. The Warrants will not be admitted to trading on AIM.
The Issue Price represents a discount of approximately 18.9 per cent. to the closing mid-market price on AIM of 0.925 pence per Ordinary Share on 15 June 2026, being the latest practicable business day prior to the publication of this Announcement.
The Company is offering existing shareholders the opportunity to participate in the Fundraising through the Retail Offer which is being conducted via the Bookbuild Platform. The proposed amount that can be raised through the Retail Offer is £50,000 (assuming full take up of the Retail Offer) through the issue of approximately 6,666,666 new Ordinary Shares at the Issue Price. A separate announcement will be made regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing.
Zeus Capital Limited ("Zeus") and AlbR Capital Limited ("AlbR") are acting as joint brokers (the "Joint Bookrunners") in connection with the Placing.
Background and reasons for the fundraising
Acuity achieved a materially improved financial performance in 2025. The Group also made significant progress broadening its software product portfolio and expanding its market appeal. Vendor Management Hub ("VMH") was launched as a new entry level product in 2025 and STREAMÒ Cloud, a lighter weight, cloud-based edition of its award-winning STREAM® Cyber GRC tool aimed at the regulated mid-market customer segment was launched in March 2026. Acuity also commenced work on a new product, Risk OS, an AI-native product that will provide CISOs with greater control over cyber risk. Given AI's impact on the pace of change, the Directors believe this will be a key addition to the Group's product range. Acuity has developed a working prototype and further development is required ahead of a commercial launch expected toward the end of 2026.
The fundraise will be principally used to develop Risk OS and invest further in sales and marketing. The funding will also provide additional working capital to strengthen the balance sheet providing reassurance to trading partners.
The Company has raised net proceeds of approximately £370,000 through the Placing and Directors' Intended Subscription which will be applied approximately as follows:
· 55%: Investment in sales and marketing
· 30%: Further development of Risk OS
· 15%: Additional working capital
Additionally, in order to allow all existing shareholders to participate, the Company is seeking to raise up to £50,000 through the Retail Offer, the net proceeds of which will be applied for additional working capital purposes.
Current trading and prospects
The Company expects to announce its results for the year ended 31 December 2025 in late June. It expects to report Group revenue of £2.1 million (FY24: £2.1 million) and an operating loss of £0.19 million (FY24: £1.1 million). As at 31 December 2025, the Group had net cash of £322,000.
Acuity has started the current financial year satisfactorily with new contracts secured to the value of £0.6 million in Q1 and forward contracted revenues as at 31 March 2026 of £2.15 million, up circa 10 per cent since the year end. Revenues in FY26 are expected to be broadly flat, with new customer wins being secured in the second half but offset by the impact of a fall in renewal rates of certain legacy STREAM® customers.
The Placing
The Placing has raised approximately £350,000 through the issue of 46,833,329 new Ordinary Shares at the Issue Price. The Placing is being conducted by the Joint Bookrunners. A placing agreement has been entered into between the Company, Zeus and AlbR in connection with the Placing (the "Placing Agreement").
The issue of the Placing Shares is conditional on the passing of the Resolutions at the General Meeting, which will, if passed, grant the Directors the necessary authorities to allot the Placing Shares on a non-pre-emptive basis for cash.
The Placing is not being underwritten.
The allotment and issue of the Placing Shares is conditional, inter alia, upon:
· Admission becoming effective by no later than 8.00 a.m. on 9 July 2026 (or such other time and/or date, being no later than 8.00 a.m. on 23 July 2026, as the Joint Bookrunners and the Company may agree);
· the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and
· the passing of the Resolutions at the General Meeting.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 15.7 per cent. of the Company's share capital as enlarged by the Placing and the Directors' Subscription Shares.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 9 July 2026.
The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement become untrue, inaccurate or misleading in any material respect or the Company materially fails to comply with any of its obligations prior to Admission. The Joint Bookrunners may also terminate the Placing Agreement if there has been (i) a material adverse change affecting the business or prospects of the Company or its group or (ii) any change in national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis which, in the reasonable opinion of the Joint Bookrunners, is likely to have an adverse effect on business or prospects of the Company or its group and makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.
The Directors' Intended Subscription
Certain Directors of the Company intend to subscribe for, in aggregate, approximately £50,000 through the issue of the Directors' Subscription Shares. As the Company is currently in a closed period under MAR until the publication of its 2025 Results, the Directors are not permitted to deal in the Company's shares until after publication of the 2025 Results (and subject to each not being in possession of any other unpublished price sensitive information at such time).
The Directors' Intended Subscription is not part of the Placing and any Directors' Subscription Shares would be subscribed pursuant to the terms of subscription agreements between the Company and the relevant subscribers.
The Directors' Intended Subscription is conditional on the passing of the Resolutions at the General Meeting and Admission.
Further details relating to the Directors' Intended Subscription, including the total number of new Ordinary Shares subscribed for and the aggregate gross proceeds, will be announced as soon as practicable after publication of the 2025 Results, which is anticipated to be prior to the date of the General Meeting.
General Meeting
The Fundraising is conditional, inter alia, on the passing of the resolutions by Shareholders (the "Resolutions") at a general meeting of the Company to be held at 11am on 7 July 2026 at the offices of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE (the "General Meeting"). The Resolutions will, if passed, grant the Directors the necessary authorities to allot the Placing Shares, the Directors' Subscription Shares and the Retail Offer Shares on a non-pre-emptive basis.
A circular convening the General Meeting and containing the notice of General Meeting (the "Circular") will be posted to Shareholders in due course and will be made available on the Company's website at https://www.acuityrmgroup.com. The Circular will set out further details of the Fundraising and the Resolutions, together with the recommendation of the Directors and the reasons why Shareholders are being asked to vote in favour of the Resolutions.
If the Resolutions are not passed at the General Meeting, the Fundraising will not proceed.
The Retail Offer
The Company values its retail shareholder base and, given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through certain financial intermediaries.
The Retail Offer will be open to eligible investors in the United Kingdom at 7:00 am on 17 June 2026. The Retail Offer is expected to close at 4:30pm on 22 June 2026. Investors should note that financial intermediaries may have earlier closing times.
A separate announcement will be made by the Company regarding the Retail Offer and its terms.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on or around 9 July 2026. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.
Admission is conditional upon, among other things, the passing of the Resolutions at the General Meeting and the Placing Agreement not having been terminated and becoming unconditional in all respects.
For further information please contact:
Acuity RM Group plc
Angus Forrest
+44 (0) 20 3582 0566
Zeus (NOMAD & Broker)
Mike Coe / James Bavister
+44 (0) 20 3829 5000
AlbR Capital (Joint broker)
https://www.albrcapital.com/
Lucy Williams / Duncan Vasey
+44 (0) 20 7469 0936
Note to Editors
Acuity RM Group plc
Acuity RM Group plc (AIM: ACRM), is an established provider of risk management services. Its award-winning STREAM® software platform which collects and analyses data to improve business decisions and management used by clients operating in markets including government, defence, broadcasting, utilities, manufacturing and healthcare.
The Company is focused on delivering long term, sustainable growth in shareholder value from organic growth and complementary acquisitions.
Definitions
The following definitions apply throughout this Announcement, unless the context otherwise requires:
"Company" or "Acuity"
Acuity RM Group plc, a public limited company incorporated in England and Wales with registered number 00298654 and with its registered office at 80 (2nd Floor) Cheapside, London, United Kingdom, EC2V 6EE
"Admission"
the Admission of the New Ordinary Shares to trading on AIM;
"AIM"
AIM, a market of that name operated by the London Stock Exchange;
"AIM Rules"
the AIM Rules for Companies, as published by the London Stock Exchange and amended from time to time;
"AlbR"
AlbR Capital Limited, joint bookrunner to the Company in respect of the Placing
"Announcement"
this announcement (including the Appendices, which form part of this announcement);
"Board" or "Directors"
the directors of the Company or any duly authorised committee thereof;
"Directors' Intended Subscription"
the intended subscription by certain Directors for new Ordinary Shares at the Issue Price to occur once the Company is out of a closed period under MAR;
"Directors' Subscription Shares"
the new Ordinary Shares intended to be subscribed for pursuant to the Directors' Intended Subscription;
"Enlarged Share Capital"
the issued share capital of the Company as enlarged by the issue of the New Ordinary Shares immediately following Admission;
"Existing Ordinary Shares"
the 244,490,504 Ordinary Shares in issue at the date of this Announcement;
"EU Prospectus Regulation"
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area;
"Financial Conduct Authority" or "FCA"
the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part IV of FSMA;
"FSMA"
the Financial Services and Markets Act 2000 (as amended);
"Fundraising"
together the Placing, Retail Offer and the Directors' Intended Subscription;
"Fundraising Warrants"
the up to 59,999,994 warrants to be issued pursuant to the Fundraising
"2025 Results"
the announcement of the Company's final results for the year ended 31 December 2025;
"General Meeting"
the general meeting of the Company to be held on or around 7 July 2026 at 11 a.m.
"Issue Price"
0.75 pence per Ordinary Share;
"Joint Bookrunners"
Zeus and AlbR;
"London Stock Exchange"
London Stock Exchange plc;
"New Ordinary Shares"
the Placing Shares, the Retail Offer Shares and the Directors' Subscription Shares
"Ordinary Shares"
ordinary shares of 0.1 pence each in the capital of the Company;
"Placees"
subscribers for Placing Shares;
"Placing"
the conditional placing of the Placing Shares pursuant to the Placing Agreement;
"Placing Agreement"
the conditional agreement dated 16 June 2026 between the Company and the Joint Bookrunners in connection with the Placing;
"Placing Shares"
the Ordinary Shares to be issued pursuant to the Placing;
"POATR"
means the Public Offers and Admissions to Trading Regulations 2024 (as amended from time to time);
"Resolutions"
the resolutions to be proposed at the General Meeting;
"Retail Investors" or "Retail Shareholders"
existing Shareholders, who are resident in the United Kingdom and are a customer of an intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer;
"Retail Offer"
the proposed conditional offer of Retail Offer Shares to Retail Investors through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents;
"Retail Offer Intermediaries Agreements"
the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each intermediary agrees to make the UK Retail Offer available to UK Retail Investors;
"Retail Offer Shares"
up to 6,666,666 new Ordinary Shares being made available pursuant to the Retail Offer;
"Shareholders"
the holders of Ordinary Shares;
"UK or United Kingdom"
the United Kingdom of Great Britain and Northern Ireland;
"UK Prospectus Regulation"
the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended;
"Zeus"
Zeus Capital Limited, nominated adviser to the Company and joint bookrunner to the Company in respect of the Placing;
"£", "pounds", "penny" or "pence"
sterling, the lawful currency of the United Kingdom.
IMPORTANT NOTICES
Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, Zeus accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Accordingly, Zeus disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of Zeus as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
AlbR Capital Limited ("AlbR"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on AlbR by the FSMA or the regulatory regime established thereunder, AlbR accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Accordingly, AlbR disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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 Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand 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 Placing Shares; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing 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 Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the UK Prospectus Regulation, (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of securities 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 securities. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons").
This Announcement and the terms and conditions set out herein 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 and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
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 Joint Bookrunners or by any of their affiliates or agents 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 therefore 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.
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.
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