TIDMIIG
RNS Number : 6177H
Intuitive Investments Group plc
28 July 2023
Intuitive Investments Group plc
("IIG" or the "Company")
General Meeting, Tender Offer and Placing and Directorate
Change
New investment policy
Admission to Specialist Fund Segment, and Sir Nigel Rudd to be
appointed, Chairman on 8 August
Intuitive Investments Group plc (AIM: IIG), a closed-end
investment company focussed on the life sciences and technology
sectors, announces that at the General Meeting of the Company held
at midday today, all resolutions put to Shareholders were duly
passed.
IIG has received shareholder approval for a number of proposals
to support a shift in strategy to invest in a portfolio
concentrating on fast growing and / or high potential Life
Sciences, Healthcare and Technology businesses operating
predominantly in the UK, continental Europe, the US and APAC,
targeting an average return to Shareholders of 20 per cent. capital
growth per annum.
The results of the voting are summarised in the table below:
Resolution Description Votes For Votes Against Withheld
One An ordinary resolution 60,140,450 Nil Nil
to approve the Company's
new investment policy
------------------------------ ----------- -------------- ---------
Two A special resolution for 60,140,450 Nil Nil
the cancellation of admission
of the Ordinary Shares
to trading on AIM
------------------------------ ----------- -------------- ---------
Three An ordinary resolution 60,140,450 Nil Nil
to allot shares in the
Company
------------------------------ ----------- -------------- ---------
Four A special resolution to 60,140,450 Nil Nil
disapply pre-emption rights
------------------------------ ----------- -------------- ---------
Appointment of Sir Nigel Rudd as Non-Executive Chairman
Sir Nigel Rudd will become the Company's Non-Executive Chairman,
subject only to admission of the Company's issued and to be issued
Ordinary Shares on the Specialist Fund Segment on 8 August
2023.
Result of the Tender Offer
The Company can confirm a total of 62,049 Ordinary Shares have
been tendered representing approximately 0.084 per cent. of the
Company's issued share capital. Applications under the Tender Offer
will be met in full and there will be no scaling back. The total
value which will be returned to Shareholders pursuant to the Tender
Offer will be approximately GBP 3,258 . Payment will be made
through CREST for Ordinary Shares purchased pursuant to the Tender
Offer on 1 August 2023.
The maximum aggregate number of Ordinary Shares that could be
purchased by Placees pursuant to the Tender Offer was 12,857,142
Ordinary Shares (representing 17.4 per cent. of the Company's
issued share capital) at the Tender Price of 5.25 pence per
Ordinary Share, resulting in a maximum amount of GBP675,000 being
returned to Qualifying Shareholders.
Financing of the Tender Offer
Turner Pope conditionally placed 12,857,142 Ordinary Shares with
Placees. Of these 62,049 Ordinary Shares will be used to purchase
existing Ordinary Shares validly tendered under the Tender Offer,
and the Company will issue 12,795,093 new Ordinary Shares, raising
gross proceeds of approximately GBP 671,742 to satisfy the balance
of the demand from Placees. The net proceeds will be used to invest
in line with the Company's new investment policy and for general
working capital purposes.
As disclosed in the Prospectus, Malcolm Gillies and David Evans
subscribed for 952,280 Ordinary Shares in the Placing. Their
revised shareholdings immediately following Admission are as
follows:
Name Number of Ordinary Percentage of Share
Shares Capital
Malcolm Gillies 1,452,380 1.67%
------------------- --------------------
David Evans 6,552,380 7.54%
------------------- --------------------
Related Party Transaction
Malcolm Gillies is a Director of the Company and his
participation in the Placing constitutes a related party
transaction in accordance with AIM Rule 13. Robert Naylor, Julian
Baines and Colin Willis are not participating in the Placing and
are therefore considered independent Directors for these purposes,
having consulted with the Company's Nominated Adviser, consider the
terms of the Malcolm Gillies' participation in the Placing to be
fair and reasonable insofar as Shareholders are concerned.
Total voting rights
Application has been made to the London Stock Exchange plc for
the admission of the new Ordinary Shares to trading on AIM, which
is expected to take effect at 8.00 a.m. on or around 1 August 2023.
The new Ordinary Shares will rank equally with the existing
Ordinary Shares.
Following admission, the Company's issued share capital will
consist of 86,859,644 Ordinary Shares. Since the Company currently
holds no shares in treasury, the total number of voting rights in
the Company will be 86,859,644 . 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.
Cancellation and Admission
As previously announced on 11 July 2023, following the approval
of the proposed Cancellation by Shareholders at the General
Meeting, the last day of dealings in the Company's Ordinary Shares
on AIM will be 7 August 2023 and the Cancellation will become
effective at 7:00 a.m. on 8 August 2023, subject to a Dealing
Notice, as defined in the AIM Rules for Companies, being issued.
Admission and dealings in Ordinary Shares on the Specialist Fund
Segment will commence at 8:00 a.m. on 8 August 2023.
Defined terms used in this announcement shall bear the meaning
set out in the Circular dated 11 July 2023.
Julian Baines, current non-Executive Chairman, said:
"The Board wish to thank the Company's shareholders for voting
overwhelmingly to support a broadening of our investment policy and
move to the Specialist Fund Segment of the London Stock Exchange's
Main Market. We look forward to updating shareholders on our
progress as we pursue exciting opportunities that lie ahead."
Intuitive Investments Group plc www.iigplc.com
Julian Baines, Non-Executive Chairman Via FTI Consulting
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
----------------------
FTI Consulting
----------------------
Jamie Ricketts / Valerija Cymbal IIG@fticonsulting.com
/ Jemima Gurney
----------------------
Dealings by Persons Discharging Managerial Responsibilities
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1) Malcolm Gillies
2) David Evans
-------------------------- -------------------------------------------------------
Reason for the notification
2
-----------------------------------------------------------------------------------
a) Position/status 1) Non-Executive Director of the Company
2) Chair of the Company's investment committee
and founder
-------------------------- -------------------------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- -------------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Intuitive Investments Group plc
-------------------------- -------------------------------------------------------
b) LEI 2138004A32UIY92WWR66
-------------------------- -------------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-----------------------------------------------------------------------------------
a) Description Ordinary shares of 1p each
of the financial
instrument,
type of instrument
Identification ISIN: GB00BNGFMW59
code
b) Nature of Subscription for shares
the transaction
-------------------------- -------------------------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) 1) 952,380 0.0525p
2) 952,380
0.0525p
----------
-------------------------- -----------------------------------------------------
d) Aggregated
information
- Aggregated
volume 1,904,760
- Price 0.0525p
e) Date of the 28 July 2023
transactions
-------------------------- -------------------------------------------------------
f) Place of Outside a trading venue
the transaction
-------------------------- -------------------------------------------------------
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END
MSCFZGZNDRFGFZM
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