REG - Pri0r1ty Intel Grp. - Proposed Acquisition of Halfspace

Pri0r1ty IntelligenceAnnouncement

09/06/2025 07:00

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RNS Number : 9691L  Pri0r1ty Intelligence Group PLC  09 June 2025

9 June 2025

Pri0r1ty Intelligence Group PLC

("Pri0r1ty" or the "Company")

 

Proposed Acquisition

&

Notice of General Meeting

 

Pri0r1ty Intelligence Group PLC (AIM: PR1), a pioneer in AI-driven
professional growth services for SMEs, is pleased to announce that further to
the term sheet announced on 3 June 2025,  it has now entered into a share
purchase agreement ("SPA") in respect of the proposed acquisition of Halfspace
Limited ("Halfspace"), a London-based sports data and marketing business (the
"Acquisition"). The Acquisition is conditional on Shareholder approval and a
Circular seeking shareholder approval is being posted to Shareholders shortly
and will be available on the Company's website,
https://www.pri0r1ty.com/investor-relations
(https://www.pri0r1ty.com/investor-relations) .

 

Data driven marketing and technology for sports and entertainment

 

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. These workstreams
are linked to the four main revenue streams of the Halfspace client base:
ticketing, sponsorships, media rights and merchandising, all of which are
driven by audience data.

 

Halfspace has shown consistent growth since its inception and is operationally
profitable with unaudited revenues set to be approximately £0.925 million in
its most recent financial year ended 31 March 2025, representing growth of
over 146% on the prior financial year. Further financial information on
Halfspace follows below.

 

Synergies - greater automation, efficiency and revenue growth

 

The acquisition of Halfspace is expected to expand the deployment of Pri0r1ty
AI products into a new sector and accelerate the growth of Halfspace through
investment to improve its balance sheet, internalise technology development
capabilities, scale operations across sales and marketing, and deliver
cross-selling opportunities between the businesses.

 

Delivering advanced data technology solutions to businesses in sport that
command huge audiences and levels of engagement represents a significant
growth opportunity to both Halfspace and Pri0r1ty, with the adoption of AI
offering customers in sport greater levels of automation, efficiency and
revenue growth.

 

A key part of the Acquisition is the continued development and global roll-out
of Capitano, the joint-venture product between Pri0r1ty and Halfspace
(announced in March 2025). Capitano AI is a transformational natural language
interface that greatly improves a customer's interaction with their vast
datasets. By combining cutting edge AI technology with deep sports industry
expertise to launch Capitano, customers can unlock complex insights from their
data through simple conversational queries.

 

The combined businesses will carry three distinct revenue lines of
Software-as-a-Service (SaaS), Data & Marketing Services, and Consultancy.
Pri0r1ty believes this diversified model will best help integrate AI solutions
for customers. Additionally, the Company will explore how to leverage its new
relationship with Coinbase Commerce and focus on digital assets to advance the
integration of cryptocurrency functionality into its core technology offering,
as disclosed in the Placing Announcement (defined below). The Halfspace
Founders will all join the enlarged business and be focused on accelerating
the growth Halfspace has achieved to date.

 

Appointment of Rory Maxwell as a Director of the Company

 

Subject to Completion of the Acquisition and satisfactory regulatory checks,
it is proposed that Rory Maxwell, the CEO of Halfspace, will be appointed as
an executive director of the Company in the role of Chief Operating Officer.
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.
Further information on the appointment of Rory Maxwell as required under the
AIM Rules will be announced in due course.

 

James Sheehan, CEO of Pri0r1ty, commented:

 

"As part of a wider growth strategy, the acquisition of Halfspace will allow
Pri0r1ty to move into the highly attractive market of sports with a strong
existing customer base and proven revenue generation. We believe the sports
industry to be a prime target for existing and new AI products to facilitate
growth for customers and streamline operations. The knowledge and skillset of
the Halfspace team gives the Company a competitive advantage. We have a clear
goal of becoming the data and AI leader in a sector which is forecast to be
worth an estimated $500 billion in the near future."

 

Rory Maxwell, CEO of Halfspace, commented:

 

"The sports industry needs audience insights, data and technology to
understand and monetise existing and future customers. These businesses,
whilst large brands, do not have the experience or technology to create
efficient data-led growth solutions. 50% of rights-holders commercialise less
than 10% of their database, whilst 88% of UK rights-holders do not have an
integrated data strategy. We unlock revenue opportunities for our customers
and that in turn creates a huge growth opportunity for Halfspace.

 

We are delighted to be joining the Pri0r1ty team, subject to Shareholder
approval. We have known them for many years and have seen first-hand the
opportunities created by bringing together the two businesses to help our
customers across the sports and entertainment industry harness innovation and
AI to grow their businesses."

 

Principal terms of the Acquisition

 

In consideration for the Acquisition, the Company will issue up to 30,769,232
ordinary shares of £0.003 each ("Ordinary Shares") in the capital of the
Company ("Consideration Shares") at an issue price of 2.5 pence per
Consideration Share ("Issue Price") (being the price per share at which the
Company carried out its recent fundraising ("Placing") (as announced on 3 June
2025 ("Placing Announcement")) to the shareholders of Halfspace ("Halfspace
Vendors"). The Consideration Shares represent 21.21% of the Company's issued
share capital following the Placing.

 

Subject to the Acquisition being effected and becoming unconditional (see note
on conditions below), the Company will issue and allot to the Halfspace
Vendors 15,384,621 initial Consideration Shares to be issued on completion of
the Acquisition ("Initial Consideration Shares") and a further 15,384,611
Consideration Shares to be issued upon satisfaction of the Deferred
Consideration Condition (defined below) ("Deferred Consideration Shares").

 

The issue and allotment of the Deferred Consideration Shares is conditional
upon satisfaction of the Deferred Consideration Condition that Halfspace must
achieve revenues for the 12-month period commencing on Completion of at least
the approximate average annual revenue of Halfspace in each of its last two
complete financial years ("Deferred Consideration Condition"), being
approximately £630,000. Once the Deferred Consideration Condition has been
satisfied, the Company shall issue the Deferred Consideration Shares to the
Halfspace Vendors at the Issue Price.

 

Upon completion of the Acquisition, the Halfspace Vendors will be required to
enter into the Lock-in Agreements in respect of Ordinary Shares in the Company
held by them pursuant to which the Halfspace founders, being Rory Maxwell,
Sanjit Atwal and Stephen Schindler (the "Halfspace Founders") shall be subject
to a 12 month lock-in period and 12 month orderly market period, and all other
Halfspace Vendors will be subject to a six month lock-in period and six month
orderly market period.

 

As part of the Acquisition, the Company will make available funds to Halfspace
as a loan in order for Halfspace to settle amounts owing to creditors.

 

Completion of the Acquisition is conditional, inter alia, on the Company
obtaining from Shareholders all required approvals necessary in order to
complete the Acquisition and to issue the Consideration Shares ("Shareholder
Approvals"). The Company will shortly post a circular to Shareholders (the
"Circular") containing a notice convening a General Meeting to obtain the
Shareholder Approvals.

 

Share Purchase Agreement

 

Completion of the Acquisition is subject to and conditional upon, inter alia,
the following Conditions contained in the SPA:

 

·    there having been no material adverse change affecting Halfspace
during the period between the signing of the SPA and completion of the
Acquisition;

·    the Placing (announced on 3 June 2025) having completed and becoming
unconditional in all respects and not having been terminated; and

·    Admission of the Initial Consideration Shares to AIM becoming
effective in accordance with the AIM Rules by no later than 8.00am on 31 July
2025 (the "Longstop Date").

 

The SPA contains customary warranties and indemnities in favour of the
Company, and similarly the Company has provided reverse warranties to the
Halfspace Vendors.

 

Subject to satisfaction of the Conditions, including the passing of the
Resolutions, completion of the Acquisition and Admission is expected to take
place on 2 July 2025 (but no later than the Long Stop Date).

 

Renewal of share authorities

 

Pursuant to the Placing, the Company utilised all its existing headroom
granted to the directors of the Company at its last AGM to issue Ordinary
Shares. Accordingly, the Circular will include resolutions for those
authorities to be renewed.

 

Shareholders of Halfspace

 

The Halfspace Founders hold approximately 67.29% of the issued shares of
Halfspace and accordingly following the completion of the Acquisition, their
Initial Consideration Shares will amount to 6.45% of the issued shares of the
Company in the proportions set out below.

 

 Halfspace Founder  Initial Consideration Shares  Deferred Consideration Shares
 Rory Maxwell       3,451,239                     3,451,239
 Sanjit Atwal       5,020,789                     5,020,788
 Stephen Schindler  1,880,426                     1,880,426

 

Additionally, Sport Media Ventures Ltd ("SM22") a shareholder of the Company
currently holding 9.72% of the issued Ordinary Shares of the Company and which
James Sheehan, a director of the Company, is a director and 36.42% shareholder
of, is a Halfspace Vendor holding 2.18% of the issued ordinary shares of
Halfspace. Accordingly, on Completion of the Acquisition, SM22 will receive
336,152 Initial Consideration Shares and will also receive 336,151 Deferred
Consideration Shares upon satisfaction of the Deferred Consideration
Condition.

 

Substantial Transaction

 

The Acquisition constitutes a "substantial transaction" under AIM Rule 12.

 

For the year ended 31 March 2025 Halfspace's unaudited revenue was £925,911
with a profit before tax of £98,243; as at 31 March 2025 Halfspace had net
liabilities of £667,674.

 

Pursuant to the SPA, the Company has agreed to make available funds to
Halfspace in order for it to settle liabilities totalling £123,495 through
the issue of Ordinary shares and cash payments totalling £374,574 over the
next 12 months. In connection with this, alongside entry into the SPA, the
Company has entered into a loan agreement with Halfspace pursuant to which an
initial interest-bearing loan will be made to Halfspace which will accrue
interest. In the event that the Acquisition does not proceed, the loan shall
be repayable on or before 31 July 2026.

 

General Meeting

 

The Circular will set out the background to and reasoning for the Acquisition
and the resolutions to be voted on at the General Meeting which will be held
at 2.00 p.m. on 30 June 2025 at the offices of Hill Dickinson LLP, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

 

A copy of the Circular will be available on the Company's website at:
https://www.pri0r1ty.com/investor-relations
(https://www.pri0r1ty.com/investor-relations) once published.

 

Capitalised terms used herein without definition shall have the same meanings
given to them as in the Circular.

 

For further information, please contact:

Pri0r1ty Intelligence Group PLC

James Sheehan, Chief Executive Officer

Email: ir@pri0r1ty.com (mailto: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

 

Investor Relations

Vigo Consulting

Ben Simons/Amelia Thorn

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

 

About Pri0r1ty Intelligence Group PLC

 

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

 

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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