REG - Pri0r1ty Intel Grp. - Completion of Acquisition & Board Appointment

Pri0r1ty IntelligenceAnnouncement

03/07/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250703:nRSC5103Pa&default-theme=true

RNS Number : 5103P  Pri0r1ty Intelligence Group PLC  03 July 2025

3 July 2025

 

Pri0r1ty Intelligence Group PLC

("Pri0r1ty" or the "Company")

 

Completion of Halfspace Acquisition,

Appointment of Director

&

Total Voting Rights

 

Further to the announcement of 9 June 2025, Pri0r1ty Intelligence Group PLC
(AIM: PR1), a pioneer in AI-driven professional growth services for SMEs, is
pleased to announce that completion of the acquisition of Halfspace Limited
("Halfspace"), a London-based sports data and marketing business, will take
place tomorrow, 4 July 2025 ("Completion"). Accordingly, the Company has today
agreed to issue and allot the 15,384,621 Initial Consideration Shares to the
Halfspace Vendors.

Founded in 2018, Halfspace is a multi-award-winning, data driven, marketing
and technology business which primarily operates in the sports and
entertainment sectors. Its customer base includes and has included Premier
League football clubs, motorsports teams, sports leagues, national governing
bodies, sporting federations, digital media businesses, and direct-to-consumer
platforms.

Halfspace places technology onto the digital properties of its clients to
scale data capture on fanbases, build deep analysis of the fanbases and then
utilise the resulting data in digital marketing campaigns or consultative
projects, typically to drive client revenue opportunities.

The acquisition of Halfspace is expected to expand the deployment of Pri0r1ty
AI products into a new sector and accelerate the growth of Halfspace and
deliver cross-selling opportunities between the businesses.

Appointment of Rory Maxwell as a Director

Pursuant to the Acquisition, Pri0r1ty is further pleased to announce that Rory
Maxwell, the CEO of Halfspace, has been appointed as an executive director of
the Company in the role of Chief Operating Officer with effect from
Completion. Rory has over 20 years' experience in the sports industry, having
seen the full effect of change on the sector with roles at IMG Media and
agency giant WPP. He co-founded Halfspace in 2018 with Sanjit Atwal and
Stephen Schindler, who have both joined the enlarged business.

Further information regarding the appointment of Mr Maxwell in accordance with
paragraph (g) of Schedule Two of the AIM Rules for Companies (the "AIM Rules")
is set out in the appendix of this announcement.

Total Voting Rights

Application has been made to the London Stock Exchange for the Initial
Consideration Shares to be admitted to trading on AIM (the "Admission").
Admission, and therefore Completion, is expected to occur at 8.00 a.m. on 4
July 2025.

Following Admission, the Company's total issued share capital will consist of
160,440,320 Ordinary Shares with voting rights attached. The Company does not
hold any Ordinary Shares in treasury. This figure may be used by shareholders
in the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

PDMR Shareholdings

Following the issue of the Initial Consideration Shares, the following
Directors and PDMRs shareholdings will be as follows:

 Director/ PDMR     Initial Consideration Shares to be issued  Shareholding on Admission  % of Enlarged Issued Share Capital
 James Sheehan(*)   336,152                                    20,853,118                 13.00
 Rory Maxwell       3,451,239                                  3,451,239                  2.15
 Sanjit Atwal       5,020,789                                  5,020,789                  3.13
 Stephen Schindler  1,880,426                                  1,880,426                  1.17

*James Sheehan's interest in the Company is held through Sport Media Ventures
Ltd of which James Sheehan is a director and 36.42% shareholder and The
Equities Exchange Limited, in which he holds an indirect interest of 50%.

James Sheehan, CEO of Pri0r1ty, commented:

"We are delighted to formally join forces with the Halfspace team to create a
powerful expanded offering of Ai and data driven services to SMEs and global
sports and entertainment brands. Halfspace has a strong existing customer base
with some extremely exciting new revenue generating opportunities on the
immediate horizon. We expect the combination of our businesses will in time be
enormously value accretive to Pri0r1ty's shareholders which now includes the
Halfspace Vendors."

Capitalised terms used herein without definition shall have the same meanings
given to them as in the 9 June 2025 announcement.

For further information, please contact:

 

Pri0r1ty Intelligence Group PLC

James Sheehan, Chief Executive Officer

Email: ir@pri0r1ty.com (mailto:ir@pri0r1ty.com)

Tel: +44 (0)20 8064 3554

 

Nominated Adviser

Beaumont Cornish Limited

James Biddle / Roland Cornish

Email: james@b-cornish.co.uk

Tel: +44 (0)20 7628 3396

 

Joint Broker

Allenby Capital Limited

Kelly Gardiner / Jeremy Porter/ Piers Shimwell

Tel: +44 (0)20 3328 5656

 

Joint Broker

Oak Securities

Hugh Rich / Mungo Sheehan

Tel: +44 (0) 20 3973 3678

 

Investor Relations

Vigo Consulting

Ben Simons / Amelia Thorn

Email: PR1@vigoconsulting.com (mailto:PR1@vigoconsulting.com)

Tel: +44 (0)20 7390 0230

About Pri0r1ty Intelligence Group PLC

Pri0r1ty Intelligence Group is an AI company transforming professional growth
services for SMEs. As an SME, Pri0r1ty understands the unique challenges
faced by smaller businesses and has developed an AI Software-as-a-Service
(SaaS) platform tailored to meet these needs. Pri0r1ty's platform offers
cost-effective solutions that automate essential services like social media
management, investor relations, and corporate governance. By
reducing reliance on expensive external providers, the company empowers SMEs
to streamline operations and focus on growth.

 

Website: https://www.pri0r1ty.com (https://www.pri0r1ty.com)

LinkedIn: https://www.linkedin.com/company/pri0r1ty-ai-plc/
(https://www.linkedin.com/company/pri0r1ty-ai-plc/)

X: https://x.com/WearePri0r1ty (https://x.com/WearePri0r1ty)

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic
Law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

 

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated
Adviser and is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Beaumont Cornish's responsibilities as the Company's
Nominated Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM Rules for
Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont
Cornish is not acting for and will not be responsible to any other person for
providing the protections afforded to customers of Beaumont Cornish nor for
advising them in relation to the transaction and arrangements described in the
announcement or any matter referred to in it.

Important Notice:

Pri0r1ty Intelligence Group PLC (the Company) will hold a proportion of its
treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of
cryptocurrency or cryptoasset. Whilst the Board of Directors of the Company
considers holding Bitcoin to be in the best interests of the Company, the
Board remains aware that the FCA considers investment in Bitcoin to be high
risk. At the outset, it is important to note that an investment in the Company
is not an investment in Bitcoin, either directly or by proxy. However, the
Board of Directors of the Company consider Bitcoin to be an appropriate store
of value and growth for the Company's reserves and, accordingly, the Company
is materially exposed to Bitcoin.

The Company is neither authorised nor regulated by the FCA. And
cryptocurrencies (such as Bitcoin) are unregulated in the UK. The value of
Bitcoin can go down as well as up, and therefore the value of the Company's
Bitcoin holdings can fluctuate. The Company may not be able to realise its
Bitcoin exposure for the same as it paid in the first place or even for the
value the Company ascribes to its Bitcoin positions due to these market
movements.

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of Bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in Bitcoin must be prepared to
lose all money invested in Bitcoin; (ii) the Bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends
on various factors, including the supply and demand in the market at the
relevant time. Operational failings such as technology outages, cyber-attacks
and comingling of funds could cause unwanted delay; and (iv) cryptoassets are
characterised in some quarters by high degrees of fraud, money laundering and
financial crime. In addition, there is a perception in some quarters that
cyber-attacks are prominent which can lead to theft of holdings or ransom
demands. The Board of Directors of the Company does not subscribe to such a
negative view, especially in relation to Bitcoin. However, prospective
investors in the Company are encouraged to do your own research before
investing.

Appendix - Regulatory disclosures (in accordance with Rule 17 and Schedule two
paragraph (g) of the AIM Rules)

 

Save for the information set out above and below, there are no further
disclosures to be made in accordance with Rule 17 and Schedule Two
paragraph(g) of the AIM Rules in respect of the appointments of Rory
Maxwell.

 

Full name: Rory Nairn Maxwell

Age: 47 years old

 

Current Directorships/Partnerships

Halfspace Limited

Islay Energy Community Benefits Society

RS Sport Limited

E-City GP

 

Past Directorships/Partnerships (within 5 years)

Halfspace Group PLC

 

Shareholding disclosure: Mr Maxwell is a Halfspace Vendor and therefore a
recipient of Initial Consideration Shares and will, following Completion, hold
3,451,239 Ordinary Shares in the Company.

 

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  ACQFFFEIDSIFIIE