REG - Intuitive Invests.Gp - Reorganisation and Deferred Consideration

Intuitive InvestmentsAnnouncement

24/05/2023 07:00

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RNS Number : 4034A  Intuitive Investments Group plc  24 May 2023

24 May 2023

 

Intuitive Investments Group plc

 

Reorganisation and Deferred Consideration

 

Reorganisation of investment and reduction in deferred consideration

 

Intuitive Investments Group plc (AIM: IIG) ("IIG" or the "Company"), a
closed-end investment company focussed on the life sciences sector, announces
the proposed reorganisation of Touchless Innovation Limited ("Touchless
Innovation") and Touch-Less Hygiene UK Limited ("Touch-Less Hygiene")
(together the "Touchless Group") and the reduction in the deferred
consideration payable to the vendors of the business and assets of Sanoserv
International Franchising Limited.

 

Reorganisation of Touchless Innovation Limited and Touch-Less Hygiene UK
Limited

 

The Board of Touchless Innovation, with the agreement of the Board of IIG, has
decided to move Touch-Less Hygiene from being a wholly owned subsidiary of
Touchless Innovation to beinga wholly owned subsidiary of IIG.  Touchless
Innovation and Touch-Less Hygiene have different business models. Touchless
Innovation is an international franchising business, with master franchisees
in 11 countries. Touch-Less Hygiene is a UK market-leading provider of
specialist disinfection and decontamination services, with 25 regional sites
in the UK and customers that include blue-chip life sciences companies,
essential infrastructure firms and the NHS. Given the distinct business
models, the board of Touchless Innovation believes that separating and having
distinct management teams, will improve both the opportunity for growth and
the potential to attract third party funding.

 

Reduction in Deferred Consideration

 

As announced on 25 February 2022, Touchless Innovationacquired the business
and assets of Sanoserv International Franchising Limited. The consideration
payable by Touchless Innovation to the vendors included £900,000 of deferred
consideration payable six months from completion (on 25 August 2022). In
substitution for the £900,000 the Boards of IIG and Touchless Innovation have
agreed to issue the vendors 2,000,000 new ordinary shares of 1 penny each in
IIG ("Consideration Shares"), as well as allowing the vendors the master
franchise for Malta for nine years. The minimum royalty amount under the
master franchise agreement is $5,400 per annum. In addition, the vendors no
longer have the right to appoint a director to the Board of Touchless
Innovation, the current cost of which is £25,000 per annum.

 

Admission to trading

 

Application has been made to the London Stock Exchange plc for the admission
of the Consideration Shares to trading on AIM, which is expected to take
effect at 8.00 a.m. on or around 30 May 2023 ("Admission"). The Consideration
Shares will rank equally with the existing ordinary shares of 1 penny each
in the share capital of the Company ("Ordinary Shares").

 

Following Admission, the Company's issued share capital will consist
of 74,064,551 Ordinary Shares. Since the Company currently holds no shares
in treasury, the total number of voting rights in the Company will
be 74,064,551. 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.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

For further information, please contact:

 Intuitive Investments Group plc                     +44 (0) 20 3657 0050
 Julian Baines, Chairman                             Via Turner Pope Investments (TPI) Ltd

 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

 About Intuitive Investments Group plc

Intuitive Investments Group plc 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.

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