Intuitive Inv Group Acceler8 Ventures - Possible offer for IIG by Acceler8 Ventures plc
08/04/2026 07:00
RNS Number : 5409Z
Intuitive Investments Group plc
08 April 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
8 April 2026
Intuitive Investments Group plc
("IIG" or the "Company")
Statement re: possible offer for IIG by Acceler8 Ventures plc
The independent directors of IIG and Acceler8 Ventures plc ("AC8") are pleased to announce that they have reached agreement in principle on the terms of a possible all-share offer by AC8 for the entire issued and to be issued ordinary share capital of IIG (the "Possible Offer"), alongside the proposed admission of the enlarged group (the "Combined Group"), to a listing on the Equity Shares (Commercial Companies) category of the Official List (the "Official List") maintained by the Financial Conduct Authority ("FCA") (the "ESCC") and to trading on the London Stock Exchange's main market (the "Main Market") ("Admission") (together, the Possible Offer and Admission being the "Proposed Transaction"). The independent directors of IIG currently intend that they would recommend this Possible Offer, if made on the terms set out in this announcement, to IIG shareholders.
The Possible Offer, if made, is based on an exchange ratio of:
2.6052 new AC8 ordinary shares per IIG ordinary share
(the "Exchange Ratio")
On the basis of the middle market closing price per AC8 ordinary share on the last business day prior to this announcement of 80 pence per share, the Possible Offer values the fully diluted share capital of IIG at approximately £600 million (excluding the issued and to be issued ordinary share capital of AC8).
In order to recognise the strategic value of AC8 to shareholders of IIG in achieving admission of the Combined Group to the ESCC through a combination with AC8, as part of the Proposed Transaction, it is anticipated that there will be a proposed issue of bonus shares to AC8's ordinary shareholders prior to Admission and before conversion of the 2025 CLNs and 2026 CLNs (each as defined below) (the "Bonus Issue"), such that IIG shareholders would hold approximately 99.01 per cent. of the issued ordinary share capital of the Combined Group on Admission and AC8 shareholders would hold approximately 0.99 per cent. of the issued ordinary share capital of the Combined Group on Admission.
Proposed move to the ESCC
As set out below, the Board of IIG believes that the current listing category of IIG on the Specialist Fund Segment of the London Stock Exchange (the "SFS") provides more limited access to institutional investors, when compared to a listing on the Official List, which has resulted in a perceived fundamental undervaluation of the Company's long-term prospects and prohibited access to a broader pool of investors. In addition, the Proposed Transaction would enable the Combined Group to be admitted to trading as an operating company on the ESCC, thereby better reflecting the group's core focus on being the preferred technology partner driving the digital transformation of the Chinese lottery, by virtue of Hui10 Inc. ("Hui10") and its subsidiaries, which comprised over 99 per cent. of the value of IIG's investment portfolio as at 30 September 2025.
Strategic rationale
The Board of IIG has given significant consideration to the ways in which a combination of IIG and AC8 could generate value for their respective shareholders. The Boards of both IIG and AC8 believe that there is a strong rationale for undertaking the Possible Offer.
On 31 March 2025, IIG announced that, as part of the ongoing development of the Company's strategic direction, and following the significant progress achieved by IIG's largest investment holding, being Hui10, it had been exploring options to move from the SFS to a listing on the Official List and trading on the Main Market. Having evaluated various options for achieving this strategy, the Board of IIG has decided that the Proposed Transaction is the most efficient and effective means for the following reasons:
Valuation
· IIG has historically traded at a significant discount to its net asset value and the Boards of both AC8 and IIG believe that this fails to reflect the significant operational progress that has been made by the Hui10 business to date. Furthermore, the Boards of AC8 and IIG believe that if Hui10 is successful with its ongoing rollout of paperless play in China, the fundamental value of Hui10 and, in turn IIG, should be significantly higher than it is today. The Board of IIG remains concerned that, absent a change in listing category, the capital market and investors will continue to undervalue this significant growth opportunity.
Structural benefits of an ESCC listing
· IIG has experienced challenges with its listing on the SFS, including having only limited access to institutional investors when compared to a listing on the ESCC. The Board of IIG considers that this has contributed to restricted institutional ownership and that, absent a change in listing category to materially broaden its appeal and shareholder base, IIG is likely to continue to be overlooked and discounted as an investment proposition by many institutional investors.
· The Boards of AC8 and IIG believe that a listing on the ESCC would enable the Combined Group to potentially be included within the Main Market indices, subject to the normal entry requirements, thereby further expanding the Combined Group's potential institutional shareholder base and supporting a more appropriate overall valuation and ownership structure.
· In addition, the Proposed Transaction is expected to enable the Combined Group to be admitted to trading as an operating company on the ESCC thereby better reflecting the enlarged group's core focus on being the preferred technology partner driving the digital transformation of the Chinese lottery, via Hui10 and its group of companies, which currently represents over 99 per cent. of IIG's investment portfolio's carrying value.
Expertise of team
· The Board of AC8 and its advisory team have closely followed and worked with the team at IIG and Hui10 over a number of years and Giles Willits is both a Non-Executive Director of AC8 and the CEO of IIG. The expertise, operational know-how and public market experience they bring will be important assets to the Combined Group both as part of the Possible Offer process itself and also following completion of the Proposed Transaction.
Timing
· The Board of IIG believes that effecting a change of listing category via the Proposed Transaction would also be attractive as it is anticipated that it could be implemented more expeditiously than a direct admission of Hui10 itself to the Official List and to trading on the Main Market.
From AC8's perspective, the Possible Offer is in line with its investment focus of seeking to acquire high growth assets in the software and technology sectors. The Proposed Transaction would also allow AC8 to fulfil its initial acquisition requirement under UK Listing Rule 13.4 and AC8 shareholders will benefit from holding shares listed on the ESCC rather than shares listed on the current equity shares (shell companies) category.
Proposed AC8 fundraising
By way of a separate announcement, AC8 has today confirmed its intention to raise approximately £1,000,000 gross through the issue of unsecured convertible loan notes (the "2026 CLNs") with an interest rate of 8 per cent. per annum, payable-in-kind and convertible into new ordinary shares of AC8 in certain circumstances, including immediately prior to completion of the Proposed Transaction. If the Proposed Transaction does proceed to completion, under their terms, the 2026 CLNs will convert at 34 pence per AC8 ordinary share which is a discount of 57.5 per cent. based on the middle market closing price per AC8 share on the last business day prior to this announcement.
The proposed 2026 CLNs will be issued to investors in order to raise funds to support AC8's working capital requirements.
On the basis the Proposed Transaction proceeds to completion, it is proposed that AC8's unsecured convertible loan notes issued in August 2025 (the "2025 CLNs") will be adjusted such that their effective conversion price per AC8 ordinary share will be 28 pence which is a discount of 65 per cent. based on the middle market closing price per AC8 share on the last business day prior to this announcement.
If the Proposed Transaction does not proceed to completion, the 2025 CLNs and the 2026 CLNs will be converted into AC8 ordinary shares at a 30 per cent. discount to the 20-trading day volume weighted average price as at close of business on the last trading day prior to the third anniversary of CLN issuance, or in the event AC8 completes an initial transaction under UKLR 13.4 before such third anniversary, a 30 per cent. discount to the prevailing share price per AC8 ordinary share applicable to the initial transaction.
IIG Independent Directors' intention to recommend
The independent directors of IIG (being the Board of IIG excluding Giles Willits in light of his directorship of AC8) (the "IIG Independent Directors") have concluded that the Possible Offer reflects the most attractive immediate proposal for IIG shareholders. As such, should a firm offer pursuant to Rule 2.7 of the Code be made by AC8 on the financial terms set out above, the IIG Independent Directors would be minded to recommend such an offer to IIG shareholders.
IIG shareholders' support
AC8 has obtained irrevocable undertakings from certain members of Hui10's management team to vote (or, where applicable, procure voting) in favour of the Scheme (as defined below) at (i) the court meeting to be convened by an order of the Court pursuant to section 896 of the Companies Act 2006 for the purposes of considering, and if thought fit, approving the Scheme and (ii) the resolutions to be proposed at the general meeting of IIG (or in the event that the Possible Offer is implemented by way of a contractual takeover offer, to accept or procure acceptance of such takeover offer), in respect of all their IIG Shares, representing in aggregate 59,035,785 IIG Shares (representing approximately 24.59 per cent. of the existing issued ordinary share capital of IIG) as at 7 April 2026 (being the last business day prior to this announcement) (the "Irrevocable Undertakings").
These Irrevocable Undertakings shall cease to be binding:
a) if an announcement of a firm intention to make an offer under Rule 2.7 of the Code has not been released by 5.00 p.m. on 31 July 2026 (or such later date as AC8 and IIG may agree) and that offer is on no less favourable terms than those set out in this announcement and for the same form of consideration as set out in this announcement;
b) if the scheme document is not published within 28 days of the date of release of the Rule 2.7 announcement (or such later date as the Panel on Takeovers and Mergers (the "Takeover Panel") may agree);
c) if the offer for IIG lapses or is withdrawn in accordance with its terms;
d) on the date on which any competing offer for the entire issued and to be issued ordinary share capital of IIG is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective;
e) the IIG Independent Directors withdraw their recommendation of the Possible Offer; or the Possible Offer has not completed by 5.00 p.m. on 28 February 2027.
Possible Offer structure
The Possible Offer would be structured as an all-share offer by AC8 for IIG and is anticipated to be implemented by way of a scheme of arrangement in accordance with the Companies Act 2006 (the "Scheme"). The Possible Offer would constitute a reverse takeover under the Code and the Proposed Transaction would constitute an initial transaction for AC8 under the Listing Rules.
This announcement falls under Rule 2.4 of the Code and does not amount to a firm intention by AC8 to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer for IIG will ultimately be made. As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company, in accordance with the rules of the Code. The attention of the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
In accordance with Rule 2.5 of the Code, AC8 reserves the right to vary the form and/or mix of the Possible Offer consideration described in this announcement. AC8 also reserves the right to make an offer for IIG on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the IIG Independent Directors; (ii) if a third party announces a firm intention to make an offer for IIG on less favourable terms; or (iii) following the announcement by IIG of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).
If IIG announces, declares or pays any dividend or any other distribution or return of value or capital to its shareholders after the date of this announcement, AC8 reserves the right to make an equivalent reduction to the Possible Offer consideration.
This announcement has been made with the consent of AC8.
In accordance with Rule 2.6(a) of the Code, AC8 must, by not later than 5.00 p.m. (London time) on 6 May 2026, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company, in accordance with the rules of the Code. The attention of the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
No action required
The Board of IIG is continuing to work with AC8 to facilitate completion of its requisite due diligence process, to progress the requisite offer documentation and finalise the full terms and conditions of the Possible Offer. In the meantime, IIG shareholders are not required to take any action in relation to the Possible Offer. A further announcement(s) will be made as appropriate.
No suspension of listing
If the Possible Offer is made and that offer completes (whether by way of the Scheme becoming effective or the offer becoming unconditional in all respects), the transaction would constitute an initial transaction under UKLR 13.4 and AC8's listing on the equity shares (shell companies) category of the Official List would be cancelled. AC8 will apply for the admission of its shares to listing on the ESCC and to trading on the Main Market assuming that the FCA approves the eligibility of the Combined Group.
Furthermore, AC8 confirms that given IIG is admitted to the SFS (which is a regulated market) and has complied with the applicable disclosure requirements, in accordance with UKLR 13.4.8(G), AC8's ordinary shares will not be suspended from trading on publication of this announcement. Information disclosed pursuant to these disclosure requirements can be accessed on IIG's website at www.iigplc.com.
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Giles Willits and on behalf of AC8 is David Williams.
Enquiries:
| Intuitive Investments Group plc | Giles Willits | c/o FTI Consulting |
| Strand Hanson Limited (Rule 3 Adviser and Financial Adviser toIIG) | James Dance Christopher Raggett Matthew Chandler Imogen Ellis | Tel: 020 7409 3494 |
| Zeus Capital Limited (Broker toIIG) | James Hornigold Dominic King | Tel: 020 3829 5000 |
| FTI Consulting (Financial PR toIIG) | John Waples Valerija Cymbal Jemima Gurney | Tel: 020 3727 1000 |
| Acceler8 Ventures plc | David Williams | c/o Tessera Investment Management Limited |
| Tessera Investment Management Limited (Financial Adviser toAC8) | Tony Morris Katie Long James Strang | Tel: 07742 189145 |
| Joh. Berenberg, Gossler & Co. KG, London Branch (Rule 3 Adviser and Financial Adviser toAC8) | Matthew Armitt Miles Cox Mark Whitmore Richard Andrews | Tel: 020 3207 7800 |