28 February 2024
Intuitive Investments Group plc
("IIG" or
the "Company")
Issue of
shares
The Company announces the issue and
allotment of four ordinary shares of 1 penny
each ("Ordinary
Shares"), fully
paid. These Ordinary Shares will be issued
for cash at a price of 15.66 pence per share.
These Ordinary Shares are being
issued in respect of the consolidation of
every 10 existing Ordinary Shares ("Existing Ordinary Shares") into one new
ordinary share of 10 pence per share ("New Ordinary Shares"). There are
currently 2,012,430,046 Existing Ordinary Shares in issue. To
ensure the issued share capital is divisible by ten, four new
ordinary shares are being issued prior to the consolidation record
date of 6:00 p.m. on 29 February 2024 ("Record Date"). The consolidation will
result in the creation of 201,243,005 New Ordinary Shares. Extracts
from the Notice of Annual General Meeting ("AGM") dated 6 February 2024 are
contained at the end of this announcement.
Application has been made for the
new Ordinary Shares, which will rank equally with the Existing
Ordinary Shares of the Company, to be admitted to trading
on Specialist Fund
Segment of the Main Market, becoming effective in accordance with
the admission and disclosure standards of the London Stock
Exchange. It is expected that admission will
become effective and dealings in new Ordinary Shares will commence
at 8:00 a.m. on or around 29 February 2024 ("Admission").
Following Admission, the Company's
issued share capital will consist of 2,012,430,050 Ordinary
Shares. Since the Company currently holds no shares in treasury,
the total number of voting rights in the Company will
be 2,012,430,050. 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.
Intuitive Investments Group plc
|
www.iigplc.com
|
Sir Nigel Rudd, Non-Executive
Chairman
Robert Naylor, CEO
Giles Willits, CIO
|
Via FTI Consulting
|
Cavendish Capital Markets Limited
James King / William Talkington /
Daniel Balabanoff
|
+44 (0) 20
7397 8900
|
|
|
SP
Angel Corporate Finance LLP - Financial Adviser
|
+44 (0) 20
3470 0470
|
Jeff Keating / David Hignell / Kasia
Brzozowska
|
|
FTI
Consulting
|
+44 (0) 20
3727 1000
|
Jamie Ricketts / Valerija Cymbal /
Jemima Gurney
|
IIG@fticonsulting.com
|
Extracts from
the Notice of AGM
Resolution 8
(Ordinary Resolution): to approve a
consolidation of every 10 existing ordinary shares of 1 penny per
share ("Existing Ordinary
Shares") into one new ordinary share of 10 pence per share
("New Ordinary Shares").
The Existing Ordinary Shares and New Ordinary Shares being the
Ordinary Shares as the context applies.
There are currently 2,012,430,046 Existing
Ordinary Shares in issue. To ensure the issued share capital is
divisible by ten, 4 new ordinary shares will be issued prior to the
consolidation record date of 6:00 p.m. on 29 February 2024
("Record Date"). The
consolidation will result in the creation of 201,243,005 New
Ordinary Shares.
As all the Existing Ordinary Shares are
proposed to be consolidated, the proportion of the issued ordinary
shareholdings in the Company held by each Shareholder immediately
before and after the Consolidation will, except for fractional
entitlements, remain unchanged.
Shareholders with a holding of more than 10
Existing Ordinary Shares, but which is not exactly divisible by 10,
will have their holding rounded down to the nearest whole number of
New Ordinary Shares. Any shareholders holding fewer than 10
Existing Ordinary Shares at the Record Date will cease to be a
shareholder of the Company.
The overall market capitalisation of the
Company should not change as a result of the consolidation, though
the market price of each ordinary share is expected to increase
from approximately 10 pence (the price at the close of business on
5 February 2024) to approximately 100 pence.
Disposal of
fractional entitlements
Fractional entitlements to new ordinary shares
arising from the consolidation will be aggregated and will be sold
in the market for the best price reasonably obtainable on behalf of
those shareholders entitled to the fractions. As the net proceeds
of sale will amount to less than £5 for any entitled shareholder,
they will (in accordance with usual market practice) be retained by
the Company.
Admission of
the New Ordinary Shares
Application will be made for the New Ordinary
Shares to be admitted to trading on Specialist Funds Segment of the
London Stock Exchange plc's Main Market in place of the Existing
Ordinary Shares. If approved at the AGM, the Record Date for the
consolidation will be the close of business on 29 February 2024.
Dealings on Specialist Funds Segment in the Existing Ordinary
Shares are expected to cease at the close of business on 29
February 2024. It is expected that admission will become effective
and that dealings in the New Ordinary Shares will commence on 1
March 2024 ("Admission").
ISIN and
SEDOL codes
Following the consolidation, the ISIN code for
the New Ordinary Shares will be GB00BPTH6Y20 and the SEDOL code for
the New Ordinary Shares will be BPTH6Y2.
Share
certificates
New share certificates in relation to the New
Ordinary Shares will be despatched to shareholders who hold their
Ordinary Shares in certificated form in the week commencing 11
March 2024. The new share certificates will be sent by first-class
post, at the risk of the holders of relevant New Ordinary Shares,
to the registered address of that holder or, in the case of joint
holders, to the one whose name appears first in the register of
members. Following the consolidation, existing ordinary share
certificates will cease to be valid.
Uncertificated shares
Shareholders who hold Existing Ordinary Shares
in uncertificated form will have such shares disabled in their
CREST accounts on the Record Date, and their CREST accounts will be
credited with the New Ordinary Shares following
Admission.
Adjustment of
warrants
Following the consolidation, the entitlements
to Ordinary Shares of holders of outstanding warrants and options
will be adjusted to reflect the consolidation. With effect from the
Record Date, the number of ordinary shares subject to outstanding
warrants or options will be divided by 10, and the exercise price
per share will be multiplied by 10. The aggregate amount to be
subscribed upon an exercise of warrants or options will remain the
same, and all other terms of the warrants and options will remain
unchanged.