REG - Pri0r1ty Intel Grp. - Completion of £1.05 million fundraise

Pri0r1ty IntelligenceAnnouncement

03/06/2025 07:00

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RNS Number : 1171L  Pri0r1ty Intelligence Group PLC  03 June 2025

PRI0R1TY INTELLIGENCE GROUP PLC
("Pri0r1ty" or the "Company")
Completion of £1.05 million fundraise for corporate development, including one potential acquisition, and to assist with accelerating the Company's digital strategy

London, UK - 3 June 2025 - Pri0r1ty Intelligence Group PLC (AIM: PR1), a
pioneering company in AI-driven professional growth services for small and
medium enterprises (SMEs), is pleased to announce that it has successfully
raised gross proceeds of £1,046,800 (before expenses) through a placing of
new ordinary shares with institutional and sophisticated investors (the
"Placing").

The Placing comprises the issue of 41,872,000 new ordinary shares of 0.3 pence
each (the "Placing Shares") at a price of 2.5 pence per share, representing an
approximate 31% discount to the closing price on 2 June 2025. The Placing
Shares represent approximately 43.3% of the Company's existing share capital.

Use of Proceeds

The net proceeds from the Placing will be allocated to support the Company's
ongoing business operations thereby seeking to capitalise on the numerous
client acquisition opportunities available as well as funding growth
opportunities including a potential corporate acquisition, further details of
which are set out below.

The Company may also, subject to regulatory approval, as required, deploy a
small portion of the capital raised toward the implementation of Pri0r1ty's
recently disclosed treasury management policy, which has been expanded to
include the way the Company manages and holds cryptocurrencies such as Bitcoin
and certain stable coins. Since announcing the acceptance of customer payments
using Bitcoin in partnership with Coinbase Commerce on 29 May 2025 the Company
has seen notable new interest. The placing funds will allow the company to
further explore how to leverage the new relationship with Coinbase Commerce
and advance the integration of cryptocurrency functionality into its core
technology offering.

Corporate Acquisition

The Company has signed a non-binding term sheet to acquire Halfspace Limited
("Halfspace"), an award-winning sports data management business, in an
all-share deal. The potential acquisition would build on the Company and
Halfspace's existing "Capitano" joint venture as announced on 5 March 2025.
Pursuant to the terms of the non-binding term sheet, the Company would issue a
total of 30,769,232 Ordinary Shares, representing approximately 31.82% of the
Company's existing issued share capital (excluding the Placing Shares and the
Fee Shares (defined below), at the closing price immediately prior to signing
the SPA as consideration for Halfspace.

The acquisition remains subject to satisfaction of certain conditions
including due diligence, execution of a mutually agreed share purchase
agreement ("SPA") and, to the extent required, shareholder approvals. The
Company will provide further details, including those required under AIM Rule
12, on the proposed acquisition of Halfspace should the transaction proceed
and the SPA be entered into.

Appointment of Joint Broker

Oak Securities is acting as agent for and on behalf of the Company in
connection with the Placing and has been appointed as joint broker to the
Company, such appointment to take effect immediately.

As part of its Broker fee, Oak Securities has agreed to receive 2,400,000 new
ordinary shares of 0.3p each at the Placing Price in lieu of cash settlement
("Broker Fee Shares"). Additionally, subject to appropriate authorities being
granted at the next general meeting of the Company, Oak Securities shall be
granted 3,140,400 warrants in respect of ordinary shares of 0.3p each,
exercisable at the Placing Price.

Issue of Fee Shares

In addition to the Broker Fee Shares, the Company has agreed to issue
4,080,000 new ordinary shares of 0.3p each at the Placing Price to certain
other service providers of the Company in lieu of cash settlement ("Other Fee
Shares" and together with the Broker Fee Shares, the "Fee Shares").

James Sheehan, CEO of Pri0r1ty, commented:

"This fundraising represents an important step in Pri0r1ty's evolution as we
continue to position ourselves at the forefront of technological innovation.
The potential acquisition of Halfspace alongside our existing business growth
opportunities and potentially, expanded treasury management strategy, reflects
our commitment to exploring cutting-edge technologies and businesses that
complement our AI expertise. We look forward to positioning the Company as a
group structure spanning, AI, Big Data and Digital Assets with the ability to
be nimble and integrate new technologies such as cryptocurrency as our
customer needs mature.

"The proceeds will enable us to explore new opportunities for value creation
while maintaining focus on our established AI platform business."

"We believe that adopting a progressive approach to treasury management,
combined with our continued investment in AI technology development, positions
Pri0r1ty well for sustainable growth."

Total Voting Rights

Application will be made to the London Stock Exchange for the Placing Shares
and Fee Shares to be admitted to trading on AIM (the "Admission"). Admission
is expected to occur at 8.00 a.m. on 9 June 2025.

Following Admission, the Company's total issued share capital will consist of
145,055,699 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.

About Pri0r1ty Intelligence Group PLC

One of the few companies to list on AIM last year, Pri0r1ty Intelligence Group
is an AI company providing professional growth services for SMEs. As an SME,
Pri0r1ty understands the unique challenges facing smaller businesses and has
developed an AI Software-as-a-Service (SaaS) platform tailored to meet their
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,
Pri0r1ty empowers SMEs to streamline operations and focus on growth.

If you would like to explore how Pri0r1ty AI can help drive time and cost
efficiency for your business, contact plc@pri0r1ty.com

For further information, please contact:

Pri0r1ty Intelligence Group PLC
James Sheehan, Chief Executive Officer

Email: ir@pri0r1ty.com

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

 

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.

 

 

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