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REG - Intuitive Invests.Gp - Investment in Hui10 Inc

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RNS Number : 4731R  Intuitive Investments Group plc  27 October 2023

27 October 2023

 

This announcement contains inside information for the purposes of UK Market
Abuse Regulation

 

 
Intuitive Investments Group plc

("IIG" or the "Company")

 

Investment in China-based technology company, Hui10 Inc, in exchange for new
shares

 

Intuitive Investments Group plc (SFM: IIG), the closed-end investment company,
is pleased to announce that it has agreed, at a valuation of $365 million*, to
invest in the entire issued share capital of Hui10 Inc. ("Hui10") in exchange
for the issue of 1,911,529,540 new Ordinary Shares in the Company
("Consideration Shares") to vendor shareholders of Hui10 (the "Vendor
Shareholders").

 

This investment is in accordance with the Company's investment objective and
policy and follows the appointment of Sir Nigel Rudd as Chairman and the
Company's move to the Specialist Fund Segment of the London Stock Exchange's
Main Market on 8 August 2023.

 

Hui10 is a technology company with interests in two operating businesses
involved in transforming the lottery in China. It holds a 33% share in Beijing
Huishi Dehua Information Technology Co., Ltd ("Huishi Dehua") which enables,
through its digital based payment platform, the market expansion of the
Chinese lottery. It also owns 60% of Beijing Huishi Chunyuan Technical
Development Co., Ltd ("Lucky World") whose omni channel technology platform
provides China's lottery shops access to a wider fast-moving consumer goods
("FMCG") product offering.

 

Huishi Dehua

Huishi Dehua's patented technology digitises the method of playing the lottery
via a smartphone, linked to China UnionPay smart point-of-sale terminals
("POS"). This exclusive payment platform will allow the country's 1.1 billion
adult population access to play the lottery which currently only reaches an
estimated 100 million users. This platform operates and facilitates an
omni-channel offer including:

 ·         PELT (Points Exchange Lottery Tickets): a proprietary digital assets exchange
           platform, providing third party loyalty program operators the facility to
           enable their members to redeem their points for lottery play.
 ·         Scratch cards: providing retailers with POS terminal and APP based tools for
           the distribution, sales, small prize settlement and management of scratch
           cards.
 ·         Jackpot lottery: providing any merchant with a UnionPay POS terminal, approved
           by the lottery issuer, the ability to process lottery play.

 

The ability of Huishi Dehua to deliver this transformation is underpinned by
the position it has developed over the past seven years, including developing
copyrighted intellectual property, integrating its payments platform and
establishing a framework of exclusive agreements across the lottery network,
which together, are expected to enable the business to rapidly expand the
lottery across China.

 

 

Lucky World

Lucky World was created to support upwards of 175,000 existing lottery-only
shops grow as lottery distribution expands through Huishi Dehua. Operating as
a 'Lucky World' branded, omni-channel retail banner for the existing retail
lottery network with national coverage it sells online and instore FMCG to
existing regular lottery customers. Through the platform customers can order
goods online, selecting either for delivery to their local lottery shop or
home. Furthermore, customers purchasing goods receive loyalty points 'Lucky
Beans', which are redeemed in-shop only for free lottery play, encouraging
footfall. Lucky World provides low-cost efficient payment services to the
lottery shopkeeper via UnionPay, including WeChat Pay and AliPay, for all
Lucky World products offering significant savings on costs, transaction speed,
improving efficiency and valuable data collection.

 

Value opportunity

Each of the businesses is forecasting significant growth over the next five
years.

 

Huishi Dehua is aiming to increase the number of lottery enabled terminals to
approximately three million shops and retail outlets across China, targeting
to attract in excess of 400 million registered lottery users, with over 300
million active players, representing approximately 30% of the addressable
market in China. As a payment platform the business receives a small share
from the sale of each ticket, therefore this increase in participation
represents a significant opportunity for value growth. This increased consumer
participation would bring the Chinese lottery up to the lower end of that
achieved in more established lottery markets including North America, Europe
and the UK.

 

Lucky World is focused on connecting the majority of the existing dedicated
lottery only shops to the Lucky World format, each sale generates a margin for
the shop owner as well as Lucky World, therefore the rollout programme
represents a significant opportunity for shareholder value generation.

 

As part of the Investment Giles Willits will be joining the Board of IIG with
specific oversight of Hui10. Giles has over 30 years' experience working in
senior finance positions, including over 20 years in executive board positions
including Entertainment One Ltd. a FTSE250 company. Giles invested in Hui10 in
2018.

 

Sir Nigel Rudd, non-Executive Chairman, said:

"I have had a career of realising shareholder value and believe the investment
into Hui10 represents a transformational opportunity for the Company. I
strongly believe Hui10 has the capability to return shareholders many times
their investment at flotation and from the current share price."

 

The Board of the Company is responsible for making this notification.

 

* Valuation based on the audited NAV per Ordinary Share of the Company as at
31 December 2022 and adjusted for the fundraising as announced on 11 July 2023

 

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

 Robert Naylor, CEO
 SP Angel Corporate Finance LLP - Financial Adviser  +44 (0) 20 3470 0470
 Jeff Keating / David Hignell / Kasia Brzozowska
 FTI Consulting
 Jamie Ricketts / Valerija Cymbal / Jemima Gurney    IIG@fticonsulting.com (mailto:IIG@fticonsulting.com)

 

Application for admission and total voting rights

Application has been made for the Consideration Shares, which will rank
equally with the existing ordinary shares of 1 pence each in the Company
("Ordinary Shares") of the Company, to be admitted to trading on Specialist
Fund Segment of the Main Market, becoming effective in accordance with the
admission and disclosure standards of the London Stock Exchange. It is
expected that admission will become effective and dealings in Consideration
Shares will commence at 8:00 a.m. on or around 31 October 2023 ("Admission").

 

Following Admission, the Company's issued share capital will consist
of 1,998,389,184 Ordinary Shares. Since the Company currently holds no shares
in treasury, the total number of voting rights in the Company will
be 1,998,389,184. 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.

 

About Intuitive Investments Group plc

IIG is an investment company seeking to provide investors with exposure to a
portfolio concentrating on fast growing and/or high potential Life Sciences
and Technology businesses operating predominantly in the UK, continental
Europe, the US and APAC, utilising the Board's experience to seek to generate
capital growth over the long term for shareholders.

 

THIS ANNOUNCEMENT 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, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN INTUITIVE INVESTMENTS GROUP PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF INTUITIVE INVESTMENTS GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR").

 

IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING
ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

The Specialist Fund Segment is intended for institutional, professional,
professionally advised and knowledgeable investors who understand, or who have
been advised of, the potential risk from investing in companies admitted to
the Specialist Fund Segment. The Specialist Fund Segment is only suitable for
investors: (i) who understand the potential risk of capital loss and that
there may be limited liquidity in the underlying investments of the Company;
(ii) for whom an investment in securities admitted to trading on the
Specialist Fund Segment is part of a diversified investment programme; and
(iii) who fully understand and are willing to assume the risks involved in
such an investment portfolio.

 

Background

Hui10 Overview

Hui10 is a China based technology company with interests in:

 ·         Beijing Huishi Dehua Information Technology Co., Ltd ("Huishi Dehua") in which
           Hui10 owns 33%, which is a technology business that is transforming the
           Chinese lottery; and
 ·         Beijing Huishi Chunyuan Technical Development Co., Ltd ("Lucky World") in
           which Hui10 owns 60% of the business: a company rolling out an omnichannel
           technology platform that will transform approximately 175,000 dedicated
           lottery only shops in China expanding their offering to include fast-moving
           consumer goods("FMCG").

 

Huishi Dehua is enabling the transformation and market expansion of
terrestrial lottery play across China. Its patented technology digitises the
method of playing lottery via a smartphone, linked to China UnionPay smart
point-of-sale terminals ("POS"). This exclusive payment platform will allow
the country's 1.1 billion adult population access to play the lottery in China
which currently only reaches an estimated 100 million users. China UnionPay is
a Chinese state-owned financial services corporation which provides bank card
services and is the world's largest card payment processing organisation.

 

Huishi Dehua's technology platform operates and facilitates the following
omnichannel activities:

 ·         PELT (Points Exchange Lottery Tickets), a proprietary digital assets exchange
           platform, providing third party loyalty program operators the facility to
           enable their members to redeem their points for lottery play. PELT customers
           are businesses operating their own loyalty programmes including retail banks,
           travel agents, airlines, supermarket chains and telecoms companies.
 ·         Scratch cards, providing retailers with POS terminal and APP based tools for
           the distribution, sales, small prize settlement and management of scratch
           cards.
 ·         Jackpot lottery which provides any merchant with a UnionPay POS terminal,
           approved by the lottery issuer, the ability to process lottery play.

 

The ability of Huishi Dehua to deliver this transformation is underpinned by
the position it has developed over the past seven years, including developing
copyrighted intellectual property, integrating payments platform and
establishing a framework of exclusive agreements across the lottery network,
which together are expected to enable the business to rapidly expand the
lottery across China.

 

Lucky World was created to help upwards of 175,000 existing lottery-only shops
grow as lottery distribution expands through Huishi Dehua. Lucky World will
transform the existing retail lottery network into a 'Lucky World' branded and
omnichannel retail banner with national coverage selling online and instore
FMCG to the approximately 100 million existing regular lottery customers,
whilst also targeting a wider customer base within the adult population via
Douyin (TikTok) and Weixin (WeChat). Hui10 expect to roll out nationwide in
2024.

 

Lucky World's principal activities include the Lucky World platform that
enables the shopkeeper to sell FMCG to their customers. Lucky World also has
supply chain logistics arrangements provided by JingDong (JD.com) under a
white label contract. JD.com provides over 20,000 FMCG to the platform.
Through the platform customers can order goods online, selecting either for
delivery to their local lottery shop or home. Furthermore, customers
purchasing goods receive loyalty points 'Lucky Beans', which are redeemed
in-shop only for free lottery play, encouraging footfall. Lucky World provides
low-cost efficient payment services to the lottery shopkeeper via UnionPay,
including WeChat Pay and AliPay, for all Lucky World products offering
significant savings on costs, transaction speed, improving efficiency and
valuable data collection.

 

Opportunity

Each of the businesses is forecasting significant growth over the next five
years. Huishi Dehua is aiming to increase the number of lottery enabled
terminals to approximately three million in shops and retail outlets across
China, targeting to attract over 400 million registered lottery users, with
300 million active players, representing over 30% of the addressable market in
China. As a payment platform the business gets a small share from the sale of
each ticket and as such this volume of participation represents a significant
opportunity for value growth. If achieved these targets would bring the China
lottery participation levels to the lower end of the range of levels that are
achieved in most established lottery markets including North America, Europe
and the UK. Lucky World is focused on converting the majority of these to the
Lucky World format while expanding the range of FMCG stock keeping units
("SKUs") they can offer to the established customer base. Each sale generates
a margin for the shop owner and Lucky World.  As such this rollout programme
represents a significant opportunity for shareholder value generation.

 

Current Trading

As at the end of September 2023 Hui10 had the following activities.

 

Huishi Dehua operates in 273 non-lottery shops selling UnionPay scratch cards.
In addition, PELT has over 57,000 registered users redeeming lottery tickets
for loyalty points through a trial with UnionPay. The business is also working
on near term initiatives to extend the number of shops operating lottery
terminals and deliver a rapid expansion of the PELT offering.

 

There are currently 53 shops operating Lucky World, as the business undertakes
promotional activity with both Lucky World branded merchandise and FMCG goods
supplied by third parties. To date, the promotions have been well received
generating positive customer and lottery shop owner feedback. It is planned to
continue to roll out stores and expand the SKU offering while further
developing strategic relationships with specific suppliers of FMCG goods.

 

Hui10 Board

Frank Li, co-founder and co-CEO

Frank is co-founder of Hui10, which he established in 2014 together with
Daniel Levine.  Prior to this he was general manager of Innovative World
Technologies team which he transformed into a SaaS company, working with China
Welfare Lottery Issuance and Management Centre. Frank's background is working
in technology based businesses including Oracle and Starcom Co., Ltd. Frank
graduated from the School of Electronic Engineering, Beijing Union University,
majoring in radio engineering.

 

Daniel Levine, co-founder and co-CEO

Daniel is co-founder of Hui10.  Prior to this he worked with the Innovative
World Technologies team focused in the telecommunications sector, and which
developed solutions for China Welfare Lottery. In 2006 Daniel founded Assist
in China Ltd, with the purpose of supporting individuals and companies
operating business with, or in China, guiding them through complex and
unfamiliar environment. During this period, Daniel supported Frank in
completing the successful IPO for Innovative World Technologies on China's
3(rd) board, the NEEQ Stock Exchange.

 

Harry Willits, non-executive director and General Counsel

Harry is general counsel of Allwyn Entertainment Limited the incoming operator
of the fourth National Lottery. Previously he has held positions as general
counsel at William Hill and Gala Coral Group (now part of Entain plc). Harry
has been an investor in Hui10 since 2017 and a Director since March 2017.

 

Stephen Freear, independent non-executive director of Hui10

Stephen has 30 years' experience as a banker, starting at Barclays in 1985 in
commercial banking before moving into investment banking in 1989. He is a
specialist in Asian equities, derivative and convertible bonds. Stephen has
spent the majority of his career working at Normura International and MUFG,
Hong Kong office. At MUFG, he was managing director, head of equities and
derivatives and member of management committee of MUFG London. From 2018 to
2022 Stephen was a consultant to Premier League football club Crystal Palace.

 

Li Feng, independent non-executive director of Hui10

From 2018 Li Feng has been Secretary-general of Bejing Yigong Public Welfare
Foundation and general manager of Future Famous (Beijing) Education Technology
Co., Ltd. Prior to this he was general manager of the medical health and
cultural tourism department of PingAn Bank. Previously Li Feng was a director
of product research and development, department of retail banking, head office
of PingAn Bank Prioer to this Li Feng was president of Zizhu, sub-branch of
Beijing branch, China Minsheng Bank.

 

In addition, as part of the investment Giles Willits will be joining the Board
of IIG with specific oversight of Hui10. Giles has over 30 years' experience
working in senior finance positions, including over 20 years in executive
board positions including Group CFO at IG Design Group plc an AIM50 company,
and Entertainment One Ltd. a FTSE250 company. Giles was previously Director of
Group Finance at J Sainsbury's plc, FTSE100 and is a qualified Chartered
Accountant. Specific to Hui10, Giles invested in Hui10 in 2018 and since then
has been advising the business.

 

Directors' shareholdings in the Company

The table below summarises the Ordinary Shares held by the Directors of Hui10
Board further to Admission.

 Name            Number of Ordinary Shares  Percentage of Share Capital further to Admission
 Frank Li        360,156,839                18.0%
 Daniel Levine   111,110,528                5.6%
 Harry Willits   21,696,836                 1.1%
 Stephen Freear  7,087,434                  0.4%
 Li Feng         11,860,178                 0.6%

 

In addition to the Hui10 Board the business currently has 42 employees located
across seven offices (Beijing, Handan, Taiyuan, Jinan, Jiu Jiang, Shi
Jiazhuang and ShenZhen) in China. The main functions of the team cover
operations, marketing and finance. The Hui10 senior management team is highly
experienced with a proven track record and unique expertise in platform
infrastructure, lottery operations and the Chinese regulatory environment. As
part of the expected expansion of the business over the next three years the
team is forecast to grow to over 350 in China.

 

Hui10 Background Information

Hui10, is a company incorporated in the Cayman Islands on 28 January 2015. Its
LEI company number is 296186 and its registered office is Sertus
Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite
#5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, Kyl-1104, Cayman
Islands. The Company's Head Office is based in China at 18, Zhongguancun
Internet Creative Cultural Ind. Park Fuwai Liangjiadian 1, Haidian District,
Beijing 100142, PRC. Further information can be seen at www.hui10inc.com
(http://www.hui10inc.com) .

 

Financial information

The summary financial information for Hui10 for the two years ended 31(st)
December 2022 is below.

 

                                          2022       2021

                                          RMB '000   RMB '000
 Revenue                                  1,826      1,723
 Loss before tax (Continuing Operations)  (34,967)   (19,537)

 

In the year to 30 September 2023 the business has generated revenues of RMB
358,744.

 

Hui10 share growth incentive scheme

The success of the investment will depend on the performance of key employees
and advisers in executing and supporting the growth strategy. Hui10 will
establish equity-based incentive arrangements which will be an important means
of motivating key employees, consultants and advisers, and which will align
with the interests of shareholders. Hui10 will create a scheme in which
participants are only rewarded if a predetermined level of shareholder value
is created over a three to five year period or upon a change of control of the
Hui10 (whichever occurs first). The reward will be calculated on a formula
basis by reference to the growth in market capitalisation of Hui10 over and
above the value of US$365,000,000. It will allow for adjustments for the issue
of any new Ordinary Shares and taking into account dividends and capital
returns ("Shareholder Value"). As Hui10 is not a listed company the
calculation of Shareholder Value will be based on the lower of a 15x multiple
of Adjusted EBITDA and the market capitalisation of IIG (or in the event of a
change of control of Hui10, the valuation of Hui10).

 

The reward will be realised by the exercise by the beneficiaries of a put
option in respect of a new class of Hui10 shares and satisfied either in cash
or by the issue of new Ordinary Shares, at the election of the Company. Under
these arrangements in place, participants are entitled up to in total 15%
("Incentive Pool") of the Shareholder Value created, subject to such
Shareholder Value having increased by at least 25% per annum compounded over a
period of between three and five years from the Investment date or following a
change of control of the Company. To implement the Incentive Scheme, Hui10 has
approved the creation of a new share class. The new share class does not have
voting or dividend rights.

 

The beneficiaries in the Incentive Scheme will include the following;

                                     Percentage of Share Incentive Pool
 Daniel Levine (including Frank Li)  6.3%
 Harry Willits                       2.4%
 Giles Willits                       2.4%
 Stephen Freear                      0.3%

 

The remaining 3.6% of the Incentive Pool has/will be allocated amongst senior
employees and certain advisers to Hui10 Inc.

 

Major shareholders

The Company is aware of the following persons who, directly or indirectly will
have an interest in 3% or more of the voting rights of the Company's issued
Ordinary Share capital further to Admission:

 

 Name                                      Number of Ordinary Shares  Percentage of Share Capital
 Frank Li Tong                             360,156,839                18.0%
 Coral Group Trading Limited               216,448,245                10.8%
 Hingap Limited                            189,762,845                9.5%
 Peter Kershaw                             165,457,343                8.3%
 Knarfil International Limited             143,041,916                7.2%
 Zhixing Glabal Investments Limited        118,601,778                5.9%
 Daniel Levine                             111,110,528                5.6%
 Wealth Chance Investment Group            87,265,857                 4.4%
 Affinity Trustees Limited/Philippe Jabre  68,548,642                 3.4%

 

Summary of the sale and purchase agreement

All of the Vendor Shareholders of Hui10 have entered into a share sale and
purchase agreement with IIG agreeing to sell the whole of the share capital of
Hui10 in exchange for the issue of shares in IIG. Following completion of the
sale and issue of the Consideration Shares, the Vendor Shareholders of Hui10
will hold 95.7% of the issued share capital of IIG.

 

Each of the Vendor Shareholders have provided warranties relating to their
ownership of Hui10 shares and authority to sell the shares to IIG. Commercial
and tax warranties have been granted by the Company and each of Daniel Levine
and Frank Li (the "Executives"). IIG is also able to rely on the information
in a Legal Due Diligence Report addressed to IIG and prepared by Han Kun Law,
the legal advisors to Hui10. Certain Vendor Shareholders including Frank Li,
Daniel Levine, Harry Willits and Coral Group Trading Limited have entered into
12-month lock-in and 12-month orderly market agreements.

 

Investment Terms Agreement

Hui10, IIG and the Executives have also entered into and Investment Terms
Agreement ("Investment Terms Agreement") supporting IIG's investment into
Hui10. Hui10 has undertaken to provide certain financial and other information
to IIG and require IIG consent before taking certain actions and decisions.
The Company has the right to appoint two observes to attend board meetings of
Hui10 and receive information relating to other companies and investment in
the Hui10 group. Giles Willits has been appointed an observer for the Company.
Hui10 has the right to appoint one observer to attend IIG Board Meetings. The
Executives have entered into restrictive covenants in the Investment Terms
Agreement undertaking not to compete with the Company for a period in the
event they cease to be employees of Hui10.

 

Related party transactions

The Company is not required to comply with the provisions of Chapter 11 of the
Listing Rules regarding related party transactions. The Company has, however,
adopted a related party policy which shall apply to any transaction which it
may enter into with any Director or any of their affiliates, which would
constitute a "related party transaction" as defined in, and to which would
apply, Chapter 11 of the Listing Rules. In accordance with its related party
policy, the Company shall not enter into any such related party transaction
without first obtaining the approval of a majority of the Directors who are
independent of the relevant related party.

 

The Chairman holds 1,500,000 ordinary shares in Hui10 which will become
17,790,271 Ordinary Shares in the Company on Admission. Furthermore, the
Chairman is interested in a warrant issued by Hui10 as more fully described
below. The independent Directors, which is the entire Board, except for the
Chairman, unanimously approved the Investment.

 

Giles Willits, who will join the board of the Company holds 163,572 ordinary
shares in Hui10 which will become 1,939,997 Ordinary Shares in the Company on
Admission. He is also a participant in the Hui10 Share Incentive Growth Scheme
described above.

 

Warrants in the Company and Hui10

Conditional on Admission, the Company has executed a warrant instrument and
issued 39,967,785 warrants to Mannerston Investments Limited, a company in
which David Evans has a significant interest. Each Warrant entitles the
warrant holder to subscribe for one Ordinary Share at an exercise price of
15.6632 pence during the period commencing on 31 October 2023 and ending on
the tenth anniversary and are conditional on the share price reaching 31.3264
pence. Once this condition has been satisfied, the Warrant is regarded as
vested and may be exercised at any time thereafter, even if the IIG share
price subsequently falls below 31.3264 pence per share. Full exercise of the
subscription rights under the Warrants will result in the issue of 39,967,785
new Ordinary Shares.

 

Conditional on Admission, Hui10 executed a warrant instrument and issued
1,658,956 warrants to the Chairman and an aggregate of 1,658,956 additional
warrants to certain connected parties. Each warrant entitles the warrant
holder to subscribe for one Class B share in Hui10 at an exercise price of
£1.8868. Exercise of the Warrants is subject to satisfaction of a vesting
condition being the closing price of the shares in IIG being equal to or more
than 31.3264 pence per share. Once this condition has been satisfied, the
Warrant is regarded as vested and may be exercised at any time thereafter,
even if the IIG share price subsequently falls below 31.3264 pence per share.
In the event that Hui10 declares any dividend on the Ordinary Shares, it is
obliged to accrue a pro rata amount in respect of a notional dividend on the B
Shares. Such accrued notional dividend may be used by the Warrantholder
towards payment of the subscription price on the exercise of the Warrants.

 

Each of the Warrantholders are intending to enter into, a put and call option
agreement with IIG, entitling the Warrantholders to require IIG to acquire the
Class B Shares issued in Hui10 on exercise of the Warrants in exchange for the
issue of an aggregate of 39,967,785 new Ordinary Shares for all of the Class B
Shares in issue in Hui10. IIG has the right to choose whether to issue shares
or to pay cash on the exercise of the put or call option. The Warrantholders
have a period of 30 days to exercise their put option. If the put option is
not exercised by a Warrantholder within 30 days, IIG may exercise its call
option to acquire the Class B shares in exchange for the issue of IIG shares
or payment in cash, at its discretion.

 

Accounting treatment of the Investment

The Board of Directors, in consultation with its advisers, has assessed IIG as
meeting the definition of an investment entity as per IFRS 10 Consolidated
Financial Statements requirements. Therefore, Hui10 will be held at fair value
on IIG's balance sheet and any revaluation will be shown through its profit or
loss in accordance with IFRS 9 Financial Instruments. Hui10 will not be
consolidated as a subsidiary of IIG.

 

Proposed consolidation of the Ordinary Shares

It is the intention of the Company to consolidate the Ordinary Shares by
issuing one new ordinary share for every ten existing Ordinary Shares at the
Company's next Annual General Meeting expected to be held in January 2024.

 

Investment Policy

The Company's investment policy is focussed on fast growing and high potential
life sciences, healthcare and technology businesses operating predominantly in
the UK, continental Europe, the US and APAC.  The Company's share issuance
authorities allows for up to 3.7 billion new Ordinary Shares to be issued in
consideration for assets, as set out in the Company's prospectus and circular
to shareholders dated 11 July 2023.

 

END

 

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