REG - Intuitive Invests.Gp - Dispensation from Rule 9 of the Code

Intuitive InvestmentsAnnouncement

20/04/2022 11:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220420:nRST7647Ia&default-theme=true

RNS Number : 7647I  Intuitive Investments Group plc  20 April 2022

20 April 2022

Intuitive Investments Group Plc

Issue of Second Tranche Consideration Shares

Dispensation from Rule 9 of the Code

On 25 February 2022, the Company announced, amongst other things, that it had
acquired Touchless Innovation Limited ("Touchless Innovation"), a provider of
disinfection and hygiene services, in exchange for 28,863,636 new Ordinary
Shares of 1 penny each in the Company ("Ordinary Shares") (the "Consideration
Shares") and £1 million in cash.

The Consideration Shares have been, and are proposed to be, issued in two
tranches.

1.   The first tranche of 22,589,352 Consideration Shares, were allotted to
the selling shareholders of Touchless Innovation on 24 February 2022 of which
Stuart White received 19,591,169 Consideration Shares and retained a minority
interest of 18.8% in the share capital of Touchless Innovation.

2.   The second tranche of 6,274,284 Consideration Shares, ("Second Tranche
Consideration Shares"), will now be issued to Stuart White, the Chief
Executive Officer of Touchless Innovation.

On the basis that the issued share capital of the Company is 65,790,267
Ordinary Shares (being the issued share capital of the Company as at the date
of this announcement) and assuming that:

1.   the Second Tranche of the Consideration Shares, of 6,274,284 new
Ordinary Shares are issued to Stuart White, increasing the Company's issued
share capital to 72,064,551 Ordinary Shares;

2.   full use is made by the Company of the share buyback authority under
the share buyback resolution passed at the Company's Annual General Meeting of
30 December 2021 ("Share Buyback Resolution"), thereby reducing the issued
share capital of the Company by 4,044,182 Ordinary Shares, to 68,020,369
Ordinary Shares; and

3.    Stuart White does not dispose of any of his Ordinary Shares pursuant
to the Company's exercise of the share buyback authority under the Share
Buyback Resolution;

Stuart White's maximum interest in Ordinary Shares would increase to 38.0% of
the voting share capital of the Company.

A table is set out below comparing:

1.    the current interests of Stuart White in the issued share capital of
the Company; and

2.  the potential increase in the interests of Stuart White in the issued
share capital of the Company following the issue of the Second Tranche of the
Consideration Shares; and

3.    full implementation of the share buyback authority under the Share
Buyback Resolution.

 Current position                                   Position following the issue of the Second Tranche of the Consideration Shares      Position following full implementation of the share buyback authority

 No. of Ordinary Shares  % of issued share capital  No. of Ordinary Shares                    % of issued share capital                 No. of Ordinary Shares               % of issued share capital

 19,591,169              29.8%                      25,865,453                                35.9%                                     25,865,453                           38.0%

Rule 9 of the Code on Takeovers and Mergers (the "Code") and the accelerated
Rule 9 Waiver procedure

Under Note 1 on the Notes on Dispensations from Rule 9, the Panel will
normally waive the requirement for a general offer to be made in accordance
with Rule 9 if, inter alia, those shareholders of the company who are
independent of the person who would otherwise be required to make an offer and
any person acting in concert with them and do not have any interest in the
transaction which may compromise their independence (the "Independent
Shareholders") pass an ordinary resolution on a poll at a general meeting (a
"Rule 9 Waiver Resolution") approving such a waiver.

Under Note 5(c) on the Notes on Dispensations from Rule 9, the Panel may waive
the requirement for a Rule 9 Waiver Resolution to be considered at a general
meeting (and for a circular to be prepared in accordance with Section 4 of
Appendix 1 to the Code) if Independent Shareholders holding more than 50% of a
company's shares capable of being voted on such a resolution confirm to the
Panel in writing that they approve such a waiver and would vote in favour of a
Rule 9 Waiver Resolution were one to be put to the shareholders of the company
at a general meeting.

In accordance with Note 5(c) on the Notes on Dispensations from Rule 9,
Independent Shareholders holding shares carrying more than 50% of the voting
rights of the Company which would be capable of being cast on a Rule 9 Waiver
Resolution have confirmed in writing to the Panel that they approve the
proposed waiver and would vote in favour of any resolution to that effect at a
general meeting. Accordingly, Stuart White has been granted a dispensation by
the Panel from making a mandatory offer under Rule 9 of the Code in relation
to the issue of Second Tranche Consideration Shares.

Following the Second Tranche Consideration Shares, Stuart White will have an
interest in shares in the Company of not less than 30% of the voting rights of
the Company but will not hold shares carrying more than 50% of such voting
rights, as set out above.

Under Rule 9 of the Code, Stuart White, or any person acting in concert with
Stuart White acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is interested, it will
normally be required to make a general offer to all the holders of any class
of equity share capital or other class of transferable securities carrying
voting rights of the Company to acquire the balance of their interests in the
Company.

Admission and Total Voting Rights

Application has been made for the admission the 6,274,284 Second Tranche
Consideration Shares to trading on AIM and dealings are expected to commence
at 8.00 a.m. on or around 26 April 2022.

Immediately following the admission of the Second Tranche Consideration Shares
(the "Admission"), the Company's enlarged share capital will
comprise 72,064,551 Ordinary Shares.

Each Ordinary Share has one voting right and no Ordinary Shares are held in
treasury. Accordingly, immediately following Admission, the total number of
voting rights will be 72,064,551. From Admission, this figure may be used by
Shareholders as the denominator for the calculation by which they will
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 contact:

  Intuitive Investments Group plc                      www.iigplc.com (http://www.iigplc.com/)
 Julian Baines, Non-Executive Chairman                 Via Walbrook PR

 Robert Naylor, CEO

 SP Angel Corporate Finance LLP - Nominated Adviser    +44 (0) 20 3470 0470
 Jeff Keating / David Hignell / Kasia Brzozowska

 Turner Pope Investments (TPI) Ltd - Broker            +44 (0) 20 3657 0050
 Andrew Thacker / James Pope

 Walbrook PR Limited - Media & Investor Relations      +44 (0)20 7933 8780 or intuitive@walbrookpr.com
                                                       (mailto:intuitive@walbrookpr.com)
 Paul McManus/ Sam Allen                               +44 (0) 7980 541 893 / +44 (0) 7502 558 258

 

About Intuitive Investments Group plc

The Company is an investment company seeking to provide investors with
exposure to a portfolio concentrating on fast growing and/or high potential
Life Sciences businesses operating predominantly in the UK, continental Europe
and the US, utilising the Board's experience and in particular that of the
chairman of the Investment Committee, David Evans, to seek to generate capital
growth over the long term for shareholders.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBGGDSBBDDGDG