Proposed acquisition of Insight Capital Partners

Source: RNS
RNS Number : 1043W
Catena Group PLC
21 April 2021
 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

 

21 April 2021

Catena Group PLC

("Catena" or the "Company")

Proposed acquisition of Insight Capital Partners Limited ("Insight"),

 Conditional Placing to raise £6.1 million, Approval of Rule 9 Waiver,

Change of Name to Insig AI plc, Notice of General Meeting and Restoration of trading on AIM

 

Catena, the AIM-listed holding company focused on acquiring and growing businesses operating in high performing industries, is pleased to announce that it has signed a conditional acquisition agreement to acquire Insight, a data science and machine learning solutions company (the "Acquisition"). The Acquisition is for the balance of Insight shares not already owned by the Company, following Catena's initial acquisition of 9.1 per cent. of Insight in March 2020.

 

The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and as such will require the approval of Shareholders which will be sought at the General Meeting convened for 9.00 a.m. on 7 May 2021.

 

The Admission Document and circular to Shareholders, including the Notice of General Meeting and Form of Proxy have been posted to Shareholders and are also available on the Company's website: catenagroup.co.uk.

 

As a result of the publication of the Admission Document, trading in the Company's shares on AIM will resume at 7.30am today.

 

Acquisition of the outstanding 89.9 per cent. of Insight is to be satisfied by the issue of 45,311,386 Consideration Shares at 59 pence per share and, depending on the number of Consideration Shares that the Insight Option Holders acquire, Cash Consideration of up to £1.5 million. Further details of the Acquisition are outlined below.

 

The Company is proposing to raise a total of approximately £6.1 million (before expenses) by way of a conditional placing of the Placing Shares, at the Issue Price of 67 pence per Placing Share representing a premium of approximately 14 per cent. to the closing middle market price of 59 pence per Ordinary Share on 2 September 2020 (being the last business day before the Ordinary Shares were suspended). The Placing Shares will represent up to approximately 10.0 per cent. of the Enlarged Share Capital at Admission.

 

HIGHLIGHTS:

 

·    The Acquisition of the balance of shares in Insight not already owned by the Company for approximately £27.9 million, satisfied by way of up to 47,264,023 Consideration Shares at 59 pence per share and up to £1.5 million Cash Consideration

 

·      £6.1 million raised (before expenses) by way of a Placing to pay the Cash Consideration and for general working capital purposes

 

·      General Meeting to be held on 7 May 2021 to approve the Resolutions in relation to, inter alia, the Acquisition and the Rule 9 Whitewash

 

·      Subject to the passing of the Resolutions, the board of directors of the Company will comprise:

 

Matthew Farnum-Schneider, Executive Chairman

Steve Cracknell, Chief Executive Officer

Warren Pearson, Chief Technology Officer

Peter Rutter, Non-Executive Director

John Murray, Non-Executive Director

 

David Hillel, David Coldbeck and John Zucker, existing directors of Catena will be resigning from the Board.

 

 

Catena Group plc CEO, Matthew Farnum-Schneider, commented: 

"We are delighted to have agreed our full acquisition of Insight and to be re-admitted to trading on AIM today. The completion of the Acquisition will mark the start of an exciting new chapter for the Company in artificial intelligence and machine learning. 

 

We are also pleased to welcome Steve Cracknell, Warren Pearson and Peter Rutter to the Board and the Insight team to the Company and we look forward to working with them to realise Insig AI's growth potential.  Finally, I'd also like to recognise the efforts and commitment of David Hillel, David Coldbeck and John Zucker and their many years of service to the Company."

 

PLACING STATISTICS

 

Issue Price                                                                                                                                                67 pence

Number of Existing Ordinary Shares                                                                                                42,661,638

Number of Placing Shares                                                                                                                    9,172,375

Number of Consideration Shares1                                                                                                    45,311,386

Number of Convertible Loan Notes Shares                                                                                       2,000,000

Enlarged Share Capital1                                                                                                                      99,145,399

Percentage of the Enlarged Share Capital represented by the New Ordinary                      57.0 per cent.

Shares1 and 2

Market capitalisation of the Company at the Issue Price following Admission1 and 2          £66.4 million

Gross proceeds of the Placing                                                                                                          £6.1 million

Net proceeds of the Placing                                                                                                             £4.9 million

TIDM                                                                                                                                                                CTNA

ISIN of the Ordinary Shares                                                                                                        GB00BYV31355

SEDOL number                                                                                                                                         BYV3135

LEI number                                                                                                               21380098CKBAG1NWCD98

Website address                                                                                                          www.catenagroup.co.uk

Notes:

1.     Assumes that the Insight Option Holders exercise their rights to receive the maximum entitlement to Consideration Shares

2.     The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share from time to time will equal or exceed the Placing Price

 

Defined terms within this announcement shall have the meaning ascribed to them in the Company's Admission Document dated 21 April 2021.

 

For further information, please visit www.catenagroup.co.uk or contact:

 

Catena Group PLC

Matthew Farnum-Schneider, Chief Executive

 

                 +44 (0)20 3744 0900

Zeus Capital Limited (Nominated Adviser & Broker)

David Foreman / Rishi Majithia / James Hornigold

 

+44 (0) 203 829 5000

SEC Newgate (Financial PR)

Robin Tozer

 

+44 (0) 7540 106 366

catena@secnewgate.com

 

FURTHER DETAILS

Catena is an existing AIM listed holding company focused on acquiring and growing businesses operating in high performing industries.

 

In line with this strategy, on 2 March 2020, the Company entered into a conditional investment agreement to acquire an initial 9.1 per cent. interest, on a fully diluted basis, in the ordinary share capital of Insight for £1.5 million. Insight is a data science and machine learning solutions company focused on providing products to the asset management sector.

 

On 3 September 2020, the Company announced that discussions had commenced with respect to Catena potentially acquiring the balance of the issued share capital of Insight not already owned by it. The proposed Acquisition was deemed to constitute a reverse takeover under the AIM Rules for Companies, resulting in the Ordinary Shares being suspended from trading on AIM pending the publication of the Admission Document that was published today, 21 April 2021.

 

The £6.1 million proceeds of the Placing will be used to pay the Cash Consideration and for general working capital purposes, namely investing in Insight's team of developers, engineers and sales and marketing professionals to accelerate its product and business development activities. The Placing is conditional, inter alia, upon the passing of the Resolutions.

 

The Issue Price of 67 pence per Placing Share represents a premium of approximately 14 per cent. to the closing middle market price of 59 pence per Ordinary Share on 2 September 2020 (being the last business day before the Ordinary Shares were suspended).

 

On 20 April 2021, Catena and the Principal Insight Sellers entered into the Acquisition Agreement and Catena and each of the Minority Insight Sellers entered into the Minority Acquisition Agreements. The consideration for the Acquisition will be satisfied by the issue of the Consideration Shares and payment of the Cash Consideration.

 

Since the launch of the Company's new strategy in 2020, the Board has been focused on identifying suitable acquisition opportunities. The Board considers the proposed Acquisition to be a compelling proposition given Insight's suite of products and services which they believe offer significant opportunities for growth that can be unlocked with active management and capital investment as well as further acquisition opportunities to supplement the existing Insight business.

BACKGROUND ON INSIGHT

Insight is a data science and machine learning solutions company that provides bespoke web-based applications, advanced analytical tools and modern technology infrastructure to make machine learning accessible to investment professionals.

 

Insight was co-founded by Steve Cracknell and Warren Pearson who had previously worked together at Goldman Sachs in the early 2000s and then again in 2013 when they took over the running of a machine learning start-up based in Silicon Valley. On returning to London in 2017, they established Insight to develop solutions for the asset management industry.

 

Insight began its journey as an artificial intelligence consultancy that combined quantitative research, data engineering and machine learning to deliver bespoke analytical tools to the asset management industry. Much of the focus in the early years was on assisting clients to transition to data-driven investing strategies, supported by modern machine learning, data storage and cloud-computing capabilities. Early customers of Insight included CarVal Investors, HPS, Lodbrok Capital and a large European Family Fund.

 

During this period, Insight developed various product solutions for its clients enabling them to apply machine learning to optimise their investment and operational performance, including:

 

·    Equity portfolio and feature optimisation: Using a scalable cloud infrastructure and non-linear machine learning techniques, Insight enabled a large European asset manager to construct over a million sample portfolios to test their existing fundamental investment hypotheses - optimising their factor selection and fast tracking the launch of a new global equity fund.

 

·     Credit rating downgrade modelling: Analysed hundreds of fundamental factors over 80 quarters and across approximately 3,000 public companies using multiple machine learning models to rank investment features most likely to predict a credit rating downgrade; the modelling resulted in a sixfold increase in predicting rating downgrades of the top versus bottom deciles.

 

·   RMBS portfolio arbitrage and optimisation: Using a hyper-parameter machine learning algorithm to accelerate portfolio exploration and target tranche identification, resulted in a ten-times increase in trade flow, a 25 per cent. reduction in operating costs and improved portfolio performance.

 

·     Visualisation & strategy bias identification: Intuitive data visualisations highlighted to a global equity investor, financial feature biases inherent in the fund manager's investment process: Demonstrating a regional bias toward high growth emerging markets, sectoral bias toward low debt service industries and a factor bias via unrecognised correlation between proprietary features.

 

·    Feature importance: Applied machine learning to cut noise and irrelevant features from an asset manager's global equity portfolio data set, thereby reducing operational risk and focusing their research on core features in line with their stated investment aim.

 

·     Centralised data gateway: Consolidated disparate and siloed data sources into an AWS cloud infrastructure, API data gateway and multi-source web application; this resulted in a 30 per cent. increase in operational efficiency and modern tech stack infrastructure.

 

Through this experience it became increasingly evident to Insight that the underlying challenges faced by asset managers when seeking to evolve to more data-driven business and investing strategies, could be solved through a core set of modular applications, that can be adapted to serve client specific requirements. Consequently, in late 2019, Insight made the strategic decision to focus on developing proprietary software solutions for asset managers and migrate away from pure AI consulting.

 

Insight has developed five products specifically aimed at accelerating an asset manager's data science and machine learning strategy. Insig Portfolio and Insig Data are in production and currently being used by clients. Insig Docs and Exceleton are being beta tested with client data and Insig ESG will be launched and ready for use in the second quarter of 2021. As part of the development roadmap, Insight has a series of product enhancements and new features underway.

 

Insight's products and services provide the key components needed for a modern, data-driven investing strategy:

 

·     Data strategy development: Assess current data availability, data-driven strategy and commercial opportunities and implementation framework;

·     Technology & cloud infrastructure: Explore existing technology and cloud capabilities, suitability and optimisation;

·     Data ingestion: Transform, index and structure data into a client-specific data warehouse available for Insight and other machine learning applications;

·    Machine learning and analytics: Enable data interrogation, analysis and insights by leveraging machine learning algorithms supported by an efficient and scalable cloud computing infrastructure; and

·     Data visualisation: Present findings in an accessible and transparent way to enable clients to achieve alpha and other commercial results.

 

The development of these products has been guided by Insight's experience in providing data-science solutions to its clients, many of whom have already or are expected to become early users of the newly developed products.

 

SUMMARY HISTORICAL FINANCIAL INFORMATION

The table below sets out Insight's summary audited financial information for the periods indicated, in accordance with IFRS and has been extracted from the historical financial information on Insight as set out at Part III of the Admission Document. In order to make a proper assessment of the financial performance of Insight's business as well as that of the Enlarged Group, Shareholders and prospective investors should read the Admission Document as a whole and not rely on the key or summarised information below:

 

£'m

FY18

FY19

FY20

HY21

Revenue

0.0

0.9

2.7

1.0

 

 

 

 

 

EBITDA

(0.1)

0.3

0.7

0.2

 

 

 

 

 

Development of internally generated intangible

assets capitalised in the period

0.3

1.2

0.9

1.0

Average number of employees (including the

executive directors of Insight)

6

6

9

12


Revenue generated throughout FY18 to HY21 related to consulting income. However, in FY20, Insight made the strategic decision to focus on developing proprietary software solutions for asset managers and migrate away from pure AI consulting. This, together with the impact of Covid-19, resulted in the fall in pro-rata revenue in HY21. Insight's net assets for FY20 totalled £4.2m and for HY21 totalled £4.5m.

 

 

REASONS FOR THE ACQUISITION AND USE OF PROCEEDS OF THE PLACING

The Directors believe that the Acquisition represents an important step in the Group's development. The net proceeds of the Placing will principally be used by the Company to pay the Cash Consideration and for general working capital purposes, namely investing in Insight's teams of developers, engineers and sales and marketing employees to accelerate its product and business development activities.

 

BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Brief biographical details of the existing Board are set out below:

 

Matthew Todd Farnum-Schneider, Chief Executive Officer and Interim Chairman, Proposed Executive Chairman, aged 47

Matthew is an experienced senior executive, having most recently been a Managing Director and Senior Adviser to the CEO at Credit Suisse between 2015-2019, prior to which he was Managing Director and head of corporate strategy at Prudential plc. He was a founder and inaugural Chairman of the Global Infrastructure Investor Association, which under his leadership grew to become the leading advocacy association for the infrastructure investor community representing more than 70 investors representing more than $650 billion in assets. Between 2009-2013, Matthew served in President Obama's administration both as Director of International Economics for the White House National Security Council and as COO of the International Development Finance Corporation. Earlier in his career he structured derivative hedging solutions at Barclays Capital and the Royal Bank of Scotland and served in President Clinton's White House as a senior adviser.

 

Matthew has been Chief Executive Officer of Catena since 1 August 2019 and Interim Chairman since 30 March 2020.

 

David Hillel, Finance Director, aged 85 (Resigning at General Meeting)

David Hillel qualified as a chartered accountant in 1966. He was a senior partner at Auerbach Hope, chartered accountants a firm which was established for more than 45 years. From 1990-1997 he was finance director of Middlesex Holdings plc and is currently in private practice as a chartered accountant. David has been the Finance Director of Catena since 31 December 2006.


John Christopher Murray, Independent Non-Executive Director, aged 56

John Murray was most recently a Managing Director at Credit Suisse acting as Senior Adviser to the CEO. He joined Credit Suisse in 2015 from Prudential plc where he served as Group Director of Communications and member of the Group Executive Committee. John was previously Director of Communications at the Financial Services Authority, a founding partner of London-based financial PR consultancy, Powerscourt Limited, and Director of Strategy and Communications at Telewest plc (now part of Virgin Media). Prior to this, John had a successful career in journalism, culminating in the position of Executive Editor of The Daily Express. John is currently a senior advisor to AIM listed activist fund, Crystal Amber Fund, alongside holding the position of Trustee for the Barbican Centre.

 

John was appointed as a Non-Executive Director of Catena on 27 May 2020.

 

David John Coldbeck, Non-Executive Director, aged 74 (Resigning at General Meeting)

David Coldbeck worked for HSBC Bank plc for 32 years during which time he undertook various managerial roles in Retail and Corporate Banking. His final appointment was as an Area Director in London which he held for nine years prior to his retirement in 1999. David holds other directorships in private companies.

 

David was appointed as a Non-Executive Director of Catena on 26 November 1999.

 

John Zucker, Non-Executive Director, aged 71 (Resigning at General Meeting)

John Zucker is a solicitor and was a founder and the managing partner of Roiter Zucker for over 30 years. He continues to practice as a consultant solicitor. John is also a trustee of a charitable trust.

 

John was appointed as a Non-Executive Director of Catena on 26 November 1999.

 

Assuming the Resolutions are passed, the following Proposed Directors will be appointed to the Board:

 

Steven (Steve) Wallace Cracknell, Proposed Chief Executive Officer, aged 46

Steve began his career with Thomson Reuters before being headhunted to work at Goldman Sachs. Steve worked at Goldman Sachs for nearly 10 years developing strategic analytical tools for use across the global investment bank, from Sales and Trading applications to front end website optimisation for clients. Steve latterly led a global team for Goldman Sachs in relation to Sales Technology before leaving in 2012 to become an entrepreneur. In 2013, Steve became CPO of Zenti, Inc., a Silicon Valley based tech-start-up focussing on big data analytics solutions, utilising human pattern recognition and machine intelligence. He subsequently relocated to California and took on the role of CEO. These products were successfully used by The United States Senate (Permanent Subcommittee for Investigation) as part of a major financial fraud investigation and the National Veterans Foundation for a Veteran Suicide Prevention campaign. Steve left Zenti in 2016 to focus on artificial intelligence and machine learning within the financial markets space, before co-founding Insight with Warren Pearson in 2017.

Warren Paul Pearson, Proposed Chief Technical Officer, aged 52

Warren began his career working as a programmer for the British Civil Service in 1992, before writing code in the telecoms industry and then for a series of investment banks. Moving to Goldman Sachs in 1999, he worked initially in Global Economic Research in London and subsequently for the Firmwide Internet Group in New York. His principal responsibilities were to develop and support the firm's institutional client-facing website, and to oversee the digital distribution of all client research globally. Warren left Goldman Sachs in 2011 after 12 years to pursue free-lance projects for clients including Barclays and the London Stock Exchange. In 2012, Warren joined Steve Cracknell at Zenti Inc, a Silicon Valley based tech-start-up as DevOps Engineer, strengthening the company's artificial intelligence and machine learning capabilities. In 2017, Warren co-founded Insight with Steve Cracknell and assumed the role of Chief Technical Officer, overseeing the company's software engineering proposition.

 

Peter Lee Rutter, Proposed Independent Non-Executive Director, aged 41

Peter is head of equities at Royal London Asset Management (RLAM) as well as head of the global equities team, and a senior portfolio manager with over 14 years of experience. Before joining RLAM, Peter was head of global equities at Waverton Investment Management. Prior to this, he was a partner at IronBridge Capital Management for six years, where he co-managed the £3 billion IronBridge Global Select equity strategy. Previously, he worked closely with Kenney in the global equities team at Deutsche Asset Management. Peter graduated from Christ's College, Cambridge University, with a starred double first class degree in Geography. He is a CFA charter holder and a chartered management accountant (CGMA).

 

Senior management (non-Board)

 

Key members of the Enlarged Group's senior management team are:


Ashley Michelle Humphrey, Chief Financial Officer, aged 34

Ashley joined Catena as Chief Financial Officer in March 2021 having previously spent the majority of her career with Aon Corporation latterly as the Head of Finance EMEA in London. She began her career with Aon in Chicago, USA, where she held the position of Financial Specialist for Global Corporate Real Estate. Ashley subsequently moved to Hong Kong to align local countries and global corporate teams across the Aon network and implement new financial structures. Following her period in Hong Kong, Ashley moved to Singapore and oversaw Aon's accounts reporting for total operating revenue of $1bn annually. Whilst at Aon Ashley gained qualifications as a certified public accountant, certified management accountant and a chartered global management accountant.

 

It is expected that Ashley will be appointed to the Board within six months from Admission.

 

Sachin Kachhla, Director of Sales, aged 42

Sachin joined Insight as Director of Sales in February 2021, based in New York. Sachin's primary responsibility is to implement and accelerate Insight's sales strategy. Sachin is an experienced sales executive, most recently holding the position of Managing Director, Head of Sales for Indus Valley Partner, New York, USA. Sachin specialises in sales of financial technology for the alternative and traditional asset management space. Prior to Indus Valley Partners, he held the position of Director of Business Development Eze Software Group and brings over 20 years of experiences in sales roles.

 

Proposed Directors' Service Agreements

 

The Company and Matthew Farnum-Schneider entered into a service agreement on 20 April 2021 ("Executive Agreement") pursuant to which Mr Farnum-Schneider agreed to act as Executive Chairman of the Company. Mr Farnum-Schneider is entitled to a salary of £260,000 per annum.

 

The Company and Steven Cracknell have agreed the terms of a service agreement which will be automatically entered into on Admission pursuant to which Mr. Cracknell has agreed to act as Chief Executive of the Company. Mr. Cracknell will be entitled to a salary of £260,000 per annum.

 

The Company and Warren Pearson have agreed the terms of a service agreement which will be automatically entered into on Admission pursuant to which Mr. Pearson has agreed to act as Chief Technical Officer of the Company. Mr. Pearson will be entitled to a salary of £260,000 per annum.

 

John Murray entered into a letter of appointment with the Company dated 20 April 2021 to act as a non-executive director. The only material change from Mr. Murray's previous letter of appointment is the increase of his annual fee from £nil to £35,000.

 

The Company and Peter Rutter have agreed the terms of a letter of appointment to act as a non-executive director with such appointment to take effect from the time of Admission. Mr. Rutter shall be entitled to an annual fee of £35,000 gross.

 

THE ACQUISITION AGREEMENT, THE MINORITY ACQUISITION AGREEMENTS AND INSIGHT OPTION HOLDERS

 

The Company has entered into a conditional share purchase agreement dated 20 April 2021 with the Principal Insight Sellers, which provides that, upon the satisfaction of certain conditions, including Admission and the passing of the Resolutions, the Company will acquire the Insight Shares owned by the Principal Insight Sellers. The Acquisition Agreement contains warranties on the part of Steve Cracknell and Warren Pearson in favour of the Company in relation to the business, assets and taxation of Insight. In addition, the Company is giving Steven Cracknell and Warren Pearson the benefit of warranties about the business and assets of the Group.

 

The Company has also entered into a conditional share purchase agreement with each of the Minority Insight Sellers dated 20 April 2021. Each of these agreements is identical (other than in respect of the number of Insight Shares to be sold and the amount and form of consideration to be received) and provides that upon the satisfaction of certain conditions, including Admission and the passing of the Resolutions, the Company will acquire those Insight Shares held by that selling Minority Insight Seller. The Minority Sellers are only giving the Company warranties in respect of their title to the relevant Insight Shares and their capacity to enter into the relevant Minority Acquisition Agreement.

 

In addition, employees of Insight holding options over 1,375 Insight Shares under the Insight Capital Partners Limited Enterprise Management Incentive Scheme have been notified by Insight of the Acquisition and invited to exercise their options and transfer their resulting Insight Shares to the Company, conditional on Admission and the passing of the Resolutions. In return the Insight Option Holders will be entitled to receive, in aggregate, up to 7,121,976 Consideration Shares and, depending on the number of Consideration Shares that the Insight Option Holders acquire, up to £0.3 million of the Cash Consideration pursuant to the Option Exercise Documents. If the Insight Option Holders fail to exercise their options over Insight Shares then these will lapse on Admission.

 

PUBLICATION OF ADMISSION DOCUMENT, GENERAL MEETING AND ADMISSION

The Company has today published its Admission Document with a notice convening a General Meeting which is available to view on its website at www.catenagroup.co.uk. The Admission Document will be posted, or notified electronically as the case may be, to Shareholders later today. The Ordinary Shares were suspended from trading on AIM on 3 September 2020. With the publication of the Admission Document today, trading in the Company's Ordinary Shares on AIM will be restored at 7.30 a.m. today.

 

The General Meeting to approve the Resolutions in relation to, inter alia, the Acquisition, waiver of obligations of the Concert Party to make a mandatory offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers and the Placing, will be held as a closed meeting at 23 King Street, London, SW1Y 6QY at 9.00 a.m. on 7 May 2021. Given the Government's current guidelines on COVID-19, Shareholders wishing to vote on any matters of business are strongly urged to do so through the completion of a form of proxy as there will be no ability to attend in person. A summary of the action the Shareholders should take is set out in the Admission Document.

 

PROPOSED CHANGE OF NAME

Catena has proposed to change its name to Insig AI plc following the Resolutions being approved by Shareholders. The change of name will become effective once the Registrar of Companies has issued a new certificate of incorporation on the change of name. The TIDM of the Company is expected to change to AIM:INSG shortly after the change of name has become effective.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication and posting of this Document (including Notice of                                        21 April 2021

General Meeting and the Form of Proxy)

Existing Ordinary Shares recommence trading on AIM                                                    21 April 2021

Latest time and date for receipt of completed Forms of Proxy and                9.00 a.m. on 5 May 2021

receipt of electronic proxy appointments via the CREST system

General Meeting                                                                                              9.00 a.m. on 7 May 2021

Announcement of the results of the General Meeting                                                          7 May 2021

Admission of the New Ordinary Shares                                                        8.00 a.m. on 10 May 2021

 

THE TAKEOVER CODE AND TAKEOVER PRINCIPLES

The Company is incorporated in England and its Ordinary Shares will be admitted to trading on AIM.

Accordingly, the Takeover Code applies to the Company.

 

Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an "interest" (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested or in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all of the remaining shareholders to acquire their shares.

 

On the basis that the Concert Party will be interested in Ordinary Shares carrying not less than 30 per cent. of the voting rights in the Company but not hold Ordinary Shares carrying more than 50 per cent. of such voting rights, the acquisition by any member of the Concert Party of any interest in the Ordinary Shares which increases the percentage of Ordinary Shares carrying voting rights would give rise to an obligation upon the Concert Party to make an offer for the entire issued share capital of the Company.

 

An offer under Rule 9 must be in cash or be accompanied by a cash alternative and must be at the highest price paid by the person required to make the offer, or any person acting in concert with him for any interest in shares of the company in question during the 12 months prior to the announcement of the offer.

 

The Takeover Code defines persons "acting in concert" as comprising persons who, pursuant to an

agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. "Control" means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. A person and each of its affiliated persons will be deemed to be acting in concert with each other. There is a non-exhaustive list of persons who will be presumed to be acting in concert with other persons in the same category unless the contrary is established.

 

This list includes:

(a)        the close relatives of a founder of a company to which the Takeover Code applies and the related trusts of any of them, all with each other; and

(b)        shareholders in a private company who sell their shares in that company in consideration for the issue of new shares in a company to which the Takeover Code applies or who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the Takeover Code applies.

 

Accordingly, all Insight Shareholders who become shareholders in the Company will be presumed to be acting in concert due to the circumstances set out in (b) above. However, the Company's advisers have liaised with the Panel and, based on the information available, the Company has agreed with the Panel that only the Principal Insight Sellers, Clive Mann and Mark Woodhouse (Concert Party) should be presumed to be acting in concert. The members of the Concert Party together will hold up to 36.62 per cent. of the Enlarged Share Capital immediately following Admission.

 

The Company has applied to the Panel for a waiver of Rule 9 in order to permit the Acquisition without

triggering an obligation on the part of the Concert Party to make a general offer to Shareholders. The Panel has agreed to waive the obligation of the Concert Party to make a general offer for the entire issued share capital of the Company that would otherwise arise on the issue and allotment of the Consideration Shares subject to the passing by the Independent Shareholders of the Whitewash Resolution at the General Meeting. No members of the Concert Party hold Existing Ordinary Shares and, therefore, none of them are entitled to vote at the General Meeting in respect of the Whitewash Resolution.

 

The Rule 9 Waiver will be invalidated if any purchase of Ordinary Shares is made by any member of the Concert Party or by any person acting in concert with any of them in the period between the date of this Document and the General Meeting. No member of the Concert Party currently has any interest in or any right to subscribe for any Ordinary Shares (other than as a result of having entered into the Acquisition Agreement or a Minority Acquisition Agreement (as the case may be) and no member of the Concert Party has dealt in any Ordinary Shares during the 12 month period prior to the date of this Document.

 

Should the Concert Party acquire any further interest in the Ordinary Shares or should any individual member of the Concert Party acquire any interest in the Ordinary Shares such that they are interested in 30 per cent. or more of the voting rights of the Company, the Panel may regard this as giving rise to an obligation upon the Concert Party or such individual member of the Concert Party (as the case may be) to make an offer for the entire issued share capital of the Company at a price no less than the highest price paid by the Concert Party or such individual member of the Concert Party in the previous 12 months. If the Resolutions are passed and the Acquisition completes, the Concert Party will not be restricted from making an offer for the entire issued share capital of the Company in the future.

 

Further details of the Concert Party, the relationship of each member of the Concert Party with each other and their respective holdings before and after the completion of the Proposals is set out in Part V (Additional Takeover Code Disclosures for the Purpose of the Rule 9 Whitewash) of the Admission Document.

 

2 Based upon the Enlarged Share Capital if the Insight Option Holders allow their options to lapse and therefore receive no Consideration Shares.

 

-ENDS-

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