REG - Insig AI Plc - Trading Update, Equity Subscription, Funding & TVR

Insig AiAnnouncement

24/03/2025 07:00

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RNS Number : 7659B  Insig AI Plc  24 March 2025

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

24 March 2025

Insig AI plc

("Insig AI", the "Company" or the "Group")

 

Trading Update, Equity Subscription, Proposed Equity Funding Facility, PDMR
dealing and Total Voting Rights

 

Insig AI is pleased to provide the following trading update for the second
half of the financial year ending March 2025.

Revenue growth

Revenue for the third quarter ended 31 December 2024 increased by 64% to
£131k, compared to the second quarter of £80k. Revenue for the fourth
quarter ending 31 March 2025 is expected to be approximately £224k,
equivalent to 71% higher than the third quarter and 180% higher than the
second quarter. This growth is the result of accelerating market demand and
successful client acquisition.

Business update

As previously communicated in our interim results published in December 2024,
the Company has experienced a significant increase in engagement with
potential customers. This momentum has continued into the current quarter.
Given an improving pipeline of active customer proposals, signed NDAs, and
scheduled engagements with existing clients, Insig AI intends to recruit
additional key personnel to meet current and expected demand, specifically
data science engineers and senior sales leadership within both our Data
Engineering and ESG divisions.

Equity Subscription and equity funding facility

The Company is pleased to announce it has successfully raised gross (and net)
proceeds of £0.35 million by way of an equity subscription, issuing 2,187,500
shares (the "Subscription Shares") at a price of 16.0 pence per share (the
"Subscription Price") (the "Subscription"). The Subscription Price represents
a small discount of 1.5% to the closing market price of Insig AI's shares on
21 March 2025 of 16.25 pence. Richard Bernstein, Chief Executive, John Wilson,
non-executive Chairman of Insig AI subscribed for £150,000 and £50,000 of
Subscription Shares respectively. Following these purchases, Mr Bernstein's
shareholding stands at 23,490,880 which represents 19.6% of Insig AI's voting
rights and Mr Wilson's shareholding stands at 2,612,500 which represents 2.2%
of Insig AI's total voting rights.

Further details regarding these subscriptions are provided in the PDMR dealing
table at the end of this announcement.

In addition, to ensure the Company has sufficient working capital for at least
the next 12 months, the board of directors has also agreed terms over a
proposed £350,000 equity funding facility from Richard Bernstein, Chief
Executive of Insig AI ("Equity Funding Facility"). Formal legal documentation
will be finalised by 31 March 2025. Pursuant to the proposed terms of the
Equity Funding Facility, Richard Bernstein shall have the right to subscribe
for up to 1,750,000 new ordinary shares in the Company at 20 pence per
ordinary share. The Company shall also have a call option to require the
same, should funding be required. The Equity Funding Facility shall terminate
on 31 December 2025. The subscription price of 20 pence represents a premium
of 23% to the closing share price of 16.25 pence on 21 March 2025.

Whilst there can be no guarantee that the Equity Funding Facility will be
entered into, the Directors have every expectation that it will be. A further
announcement will be made when it is executed.

The subscriptions by Richard Bernstein and John Wilson, directors of the
Company constitutes a related party transaction under the AIM Rules.

The directors of the Company (excluding Richard Bernstein and John Wilson),
having consulted with Zeus Capital Limited, the Company's nominated adviser,
consider that the terms of the Subscription and Richard's and John's
participation therein, are fair and reasonable insofar as the Company's
shareholders are concerned.

Moreover, the proposed Equity Funding Facility, if entered into, would
constitute a related party transaction under the AIM Rules. The directors of
the Company (excluding Richard Bernstein), having consulted with Zeus Capital
Limited, the Company's nominated adviser, consider that the terms of the
proposed Equity Funding Facility and Richard's participation therein, should
it be entered into on the terms as currently indicated, will also be fair and
reasonable insofar as the Company's shareholders are concerned.

 

Richard Bernstein, Chief Executive, commented:

"The substantial growth in revenues over recent quarters underscores the
strength and relevance of our product offering in the marketplace. The
additional capital secured through this subscription ensures we can rapidly
scale our capabilities, execute our growth strategy effectively, and fully
capitalise on the increased customer demand we anticipate in the coming
months."

 

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Subscription Shares to trading on AIM ("Admission"). Admission is expected to
become effective, and dealings in the Subscription Shares are anticipated to
commence on or around 31 March 2025.

The Subscription Shares will be issued fully paid and will rank pari passu in
all respects with the existing ordinary shares of the Company.

Following Admission, the issued share capital and total voting rights of the
Company will be 119,932,637. Shareholders may use this figure as the
denominator to determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

For further information, please visit www.insig-ai.com
(http://www.insig-ai.com) or contact:

 Insig AI plc
 Richard Bernstein, CEO                  richard.bernstein@insg.ai
                                         (https://zeuscapitalltd.sharepoint.com/sites/CatenaCF/Shared%20Documents/General/Announcements/2024/(4)%20April/richard.bernstein@insg.ai)
 Zeus (Nominated Adviser & Broker)       +44 (0) 203 829 5000

 David Foreman / James Hornigold

 

Notification and public disclosure
of transactions by persons discharging managerial
responsibilities and persons closely associated with them:

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Richard Bernstein

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Insig AI plc

 b)   LEI                                                          21380098CKBAG1NWCD98

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code                                          GB00BYV31355

 b)   Nature of the transaction                                    Share subscription

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     16.0 pence        937,500

 d)   Aggregated information                                       N/A single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      21 March 2025

 f)   Place of the transaction                                     London Stock Exchange

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         John Wilson

 2    Reason for the notification

 a)   Position/status                                              Chairman

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Insig AI plc

 b)   LEI                                                          21380098CKBAG1NWCD98

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code                                          GB00BYV31355

 b)   Nature of the transaction                                    Share subscription

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     16.0 pence        312,500

 d)   Aggregated information                                       N/A single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      21 March 2025

 f)   Place of the transaction                                     London Stock Exchange

 

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