REG - Intuitive Invests.Gp - GM, Tender Offer & Placing & Directorate Change

Intuitive InvestmentsAnnouncement

28/07/2023 15:45

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RNS Number : 6177H  Intuitive Investments Group plc  28 July 2023

Intuitive Investments Group plc

("IIG" or the "Company")

 

General Meeting, Tender Offer and Placing and Directorate Change

New investment policy

Admission to Specialist Fund Segment, and Sir Nigel Rudd to be appointed,
Chairman on 8 August

 

Intuitive Investments Group plc (AIM: IIG), a closed-end investment company
focussed on the life sciences and technology sectors, announces that at the
General Meeting of the Company held at midday today, all resolutions put to
Shareholders were duly passed.

 

IIG has received shareholder approval for a number of proposals to support a
shift in strategy to invest in a portfolio concentrating on fast growing and /
or high potential Life Sciences, Healthcare and Technology businesses
operating predominantly in the UK, continental Europe, the US and APAC,
targeting an average return to Shareholders of 20 per cent. capital growth per
annum.

 

 The results of the voting are summarised in the table below:

 

 Resolution  Description                                                                    Votes For   Votes Against  Withheld
 One         An ordinary resolution to approve the Company's new investment policy          60,140,450  Nil            Nil
 Two         A special resolution for the cancellation of admission of the Ordinary Shares  60,140,450  Nil            Nil
             to trading on AIM
 Three       An ordinary resolution to allot shares in the Company                          60,140,450  Nil            Nil
 Four        A special resolution to disapply pre-emption rights                            60,140,450  Nil            Nil

 

Appointment of Sir Nigel Rudd as Non-Executive Chairman

Sir Nigel Rudd will become the Company's Non-Executive Chairman, subject only
to admission of the Company's issued and to be issued Ordinary Shares on the
Specialist Fund Segment on 8 August 2023.

 

Result of the Tender Offer

The Company can confirm a total of 62,049 Ordinary Shares have been tendered
representing approximately 0.084 per cent. of the Company's issued share
capital. Applications under the Tender Offer will be met in full and there
will be no scaling back. The total value which will be returned to
Shareholders pursuant to the Tender Offer will be approximately £3,258.
Payment will be made through CREST for Ordinary Shares purchased pursuant to
the Tender Offer on 1 August 2023.

 

The maximum aggregate number of Ordinary Shares that could be purchased by
Placees pursuant to the Tender Offer was 12,857,142 Ordinary Shares
(representing 17.4 per cent. of the Company's issued share capital) at the
Tender Price of 5.25 pence per Ordinary Share, resulting in a maximum amount
of £675,000 being returned to Qualifying Shareholders.

 

 

Financing of the Tender Offer

Turner Pope conditionally placed 12,857,142 Ordinary Shares with Placees. Of
these 62,049 Ordinary Shares will be used to purchase existing Ordinary Shares
validly tendered under the Tender Offer, and the Company will issue 12,795,093
new Ordinary Shares, raising gross proceeds of approximately £671,742 to
satisfy the balance of the demand from Placees. The net proceeds will be used
to invest in line with the Company's new investment policy and for general
working capital purposes.

As disclosed in the Prospectus, Malcolm Gillies and David Evans subscribed for
952,280 Ordinary Shares in the Placing. Their revised shareholdings
immediately following Admission are as follows:

 Name             Number of Ordinary Shares  Percentage of Share Capital
 Malcolm Gillies  1,452,380                  1.67%
 David Evans      6,552,380                   7.54%

 

Related Party Transaction

Malcolm Gillies is a Director of the Company and his participation in the
Placing constitutes a related party transaction in accordance with AIM Rule
13. Robert Naylor, Julian Baines and Colin Willis are not participating in the
Placing and are therefore considered independent Directors for these purposes,
having consulted with the Company's Nominated Adviser, consider the terms of
the Malcolm Gillies' participation in the Placing to be fair and reasonable
insofar as Shareholders are concerned.

 

Total voting rights

Application has been made to the London Stock Exchange plc for the admission
of the new Ordinary Shares to trading on AIM, which is expected to take effect
at 8.00 a.m. on or around 1 August 2023. The new Ordinary Shares will
rank equally with the existing Ordinary Shares.

 

Following admission, the Company's issued share capital will consist of
86,859,644 Ordinary Shares. Since the Company currently holds no shares in
treasury, the total number of voting rights in the Company will
be 86,859,644. Shareholders may use this figure as the denominator for the
calculations 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.

Cancellation and Admission

As previously announced on 11 July 2023, following the approval of the
proposed Cancellation by Shareholders at the General Meeting, the last day of
dealings in the Company's Ordinary Shares on AIM will be 7 August 2023 and the
Cancellation will become effective at 7:00 a.m. on 8 August 2023, subject to a
Dealing Notice, as defined in the AIM Rules for Companies, being issued.
Admission and dealings in Ordinary Shares on the Specialist Fund Segment will
commence at 8:00 a.m. on 8 August 2023.

 

Defined terms used in this announcement shall bear the meaning set out in the
Circular dated 11 July 2023.

 

Julian Baines, current non-Executive Chairman, said:

"The Board wish to thank the Company's shareholders for voting overwhelmingly
to support a broadening of our investment policy and move to the Specialist
Fund Segment of the London Stock Exchange's Main Market. We look forward to
updating shareholders on our progress as we pursue exciting opportunities that
lie ahead."

 

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

 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
 FTI Consulting
 Jamie Ricketts / Valerija Cymbal / Jemima Gurney    IIG@fticonsulting.com

 

Dealings by Persons Discharging Managerial Responsibilities

  1   Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1)    Malcolm Gillies

                                                                   2)    David Evans
 2    Reason for the notification

 a)   Position/status                                              1)    Non-Executive Director of the Company

                                                                   2)    Chair of the Company's investment committee and founder
 b)   Initial notification /Amendment                               Initial Notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                          Intuitive Investments Group plc

 b)   LEI                                                          2138004A32UIY92WWR66

 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 1p each

      Identification code                                          ISIN: GB00BNGFMW59

 b)   Nature of the transaction                                    Subscription for shares

 c)   Price(s) and volume(s)

Price(s)           Volume(s)

                                                                                      1)    952,380      0.0525p

                                                                                      2)    952,380      0.0525p

 d)   Aggregated information

      - Aggregated volume                                          1,904,760

      - Price                                                      0.0525p

 e)   Date of the transactions                                     28 July 2023
 f)   Place of the transaction                                     Outside a trading venue

 

 

 

 

d)

Aggregated information

- Aggregated volume

1,904,760

- Price

0.0525p

e)

Date of the transactions

28 July 2023

f)

Place of the transaction

Outside a trading venue

 

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