THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN I-NEXUS GLOBAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IN I-NEXUS GLOBAL PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). 

i-nexus Global PLC 

("i-nexus", the "Company" or the "Group")

Proposed issue of up to £0.65 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes

The Company announces that it is proposing to raise up to £0.65 million (before expenses) by way of the issue of up to £0.65 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes ("2021 Convertible Loan Notes") ("the Proposed Transaction"). The 2021 Convertible Loan Notes will be unlisted and non-transferable and no offer or invitation is being made to Shareholders more generally to purchase, acquire or subscribe for any of the Convertible Loan Notes in conjunction with the Proposed Transaction.

Highlights

·      Proposed issue of up to £0.65 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes.

·      The net proceeds of the Proposed Transaction of up to £0.62 million will provide much needed additional working capital to allow the emerging sales and pipeline momentum to be reflected within operating results and cashflow and will be applied entirely towards meeting the Company's ongoing working capital requirements.

·      The Convertible Loan Notes are unsecured and non-transferrable and no application will be made for their admission to trading on any recognised securities exchange.

·      The holders will have the right to convert the 2021 Convertible Loan Notes they hold into ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") at a price of 10 pence per Ordinary Share ("the Conversion Price") at any time on or prior to 29 September 2024.

·      The Conversion Price represents a premium of approximately 55 per cent. to the closing middle market price of 6.45 pence of an Ordinary Share on 10 September 2021, being the latest practicable trading day prior to the publication of this Announcement.

·      Richard Cunningham, the Non-Executive Chairman, has agreed to participate in the Proposed Transaction and has agreed to subscribe for the Convertible Loan Notes following the passing of the resolutions by Shareholders at a general meeting of the Company ("General Meeting") ("Resolutions") proposed in a circular, which will shortly be despatched to Shareholders ("Circular").

·      The Directors other than Richard Cunningham ("the Independent Board") are strongly of the belief that the Proposed Transaction is the only viable available option for securing the investment that is necessary to support the Company in the near term, having regard to the need to restore certainty of funding within a limited timeframe.

·      The Proposed Transaction is conditional on the passing of the Resolutions by Shareholders at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the potential future issue of new Ordinary Shares upon conversion of the 2021 Convertible Loan Notes.

Simon Crowther, CEO of i-nexus, commented:

"The recent traction we have seen in our sales pipeline has given us much cause for optimism, however this positive progress will take time to flow through into our financial results. We are therefore grateful for the continued support of our investors, providing us with the funding to execute on our strategy in the near term. We see growing interest in enterprise level strategy execution and the i-nexus offering, with pre-pipeline activity in the form of inbound enquiries reaching record levels during August, a traditionally quiet month for us, and are confident we have the right technology platform to deliver on this growing opportunity."

1.    Introduction

On 2 September 2021, the Company provided an update on its trading and financial position, which included a statement that the Board had concluded that a modest injection of additional capital would provide the Group with the necessary financial flexibility to allow management to build upon the positive pipeline momentum that the Group has recently experienced. It was also announced that the Board had opened discussions with existing holders of convertible loan notes to establish if they were willing to provide the additional capital needed.

The Company announces that it has concluded those discussions and is proposing to raise in aggregate up to £0.65 million (before expenses) by way of the issue of 2021 Convertible Loan Notes to the Investors. The 2021 Convertible Loan Notes will be unlisted and non-transferable and no offer or invitation is being made to Shareholders more generally to purchase, acquire or subscribe for any of the 2021 Convertible Loan Notes in conjunction with the Proposed Transaction. The Company completed a previous issue of convertible loan notes in November 2020 and the 2021 Convertible Loan Notes now proposed to be issued carry substantially equivalent terms to those previously issued.

Richard Cunningham, the Non-Executive Chairman, has agreed to participate in the Proposed Transaction and is one of the Investors who has agreed to subscribe for the 2021 Convertible Loan Notes following the passing of the Resolutions by Shareholders at the General Meeting. Richard Cunningham's participation in the Proposed Transaction is a related party transaction for the purposes of Rule 13 of the AIM Rules and, as a result, Richard Cunningham has not been involved in the decisions taken by the Board to proceed with the Proposed Transaction.

The Independent Board is strongly of the belief that the Proposed Transaction is the only viable available option for securing the investment that is necessary to support the Company in the near term, having regard to the need to restore certainty of funding within a limited timeframe.

The Proposed Transaction is conditional on the passing of the Resolutions by Shareholders at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the potential future issue of new Ordinary Shares upon conversion of the 2021 Convertible Loan Notes.

The Independent Board strongly believes that the Proposed Transaction is in the best interests of the Company and its Shareholders as a whole. The Independent Board also stresses that it is very important that Shareholders vote in favour of the Resolutions at the General Meeting, as those Directors who hold Ordinary Shares intend to do. The Independent Board believes that if the Resolutions are not passed at the General Meeting and so the Proposed Transaction does not proceed and in the absence of immediately available alternative sources of funding, it is likely that in the very near future the Company may not be able to meet its obligations as they fall due, thereby forcing the Board to consider entering into administration or  some other form of insolvency procedure under which the prospects for recovery of value, if any, by Ordinary Shareholders would be uncertain.

2.    Background to and reasons for the Proposed Transaction, current trading and prospects

The ongoing risks to the Company's recovery plan of the effects of the COVID-19 Pandemic were highlighted within the opening statement to the Chief Executive's report on the interim results announced at the end of May 2021. It was reported then that the challenges experienced in the prior financial year had continued into the first half of this financial year, with new business generation impacted by continued enterprise budgetary restrictions. The adverse impact of the COVID-19 Pandemic has continued to be observed since, in the form of extended sales lead times and less predictable customer behaviours. In response, management's priorities have been to exploit the growing sales pipeline, to continue to focus on cash conservation, and to further reduce the operating cost base as necessary.

On 2 September 2021 the Company issued an update on the Group's trading and financial position. Within that statement the Board reported that the business is now enjoying an increasingly positive engagement with its prospects and customers, demonstrated by the winning of three contracts in recent months, including two new logos, with two further deals nearing completion. These are the first new contracts to have been won by the Company for over nine months. Pipeline activity and in particular the number of prospects that are undertaking trials or pilots is also encouraging; and pre-pipeline activity in the form of inbound enquiries reached record levels during August 2021, a traditionally quiet month for the Company. Taken together these developments suggest that momentum is building.

Whilst welcome, this recent pick up in sales has taken longer to emerge than anticipated and, as is typical with new contract wins, initial MRR generated from those contracts is modest. During the same period, revenue foregone as a result of unbudgeted non-renewing contracts within our existing accounts has proven to be higher than we anticipated. In recent months, four existing accounts with a combined cash value of approximately £500k have decided not to renew. In response, the monthly operating cost base has been further reduced to £270k, from £360k at the beginning of the calendar year and a peak of over £800k in 2019. As a result, operating performance has been restored to EBITDA breakeven from June 2021 onwards.

More than offsetting the impact of the new contract wins, the unbudgeted non-renewal of existing accounts identified above has seriously eroded our short-term working capital and represents a substantial cash loss compared to our cash flow scenario planning. The latest available financial forecasts show a cash shortfall building during the next quarter, before reversing in line with our typical seasonal trading profile. We have also deferred £120k of PAYE/NI payments by arrangement with HMRC. It is against this background that the Independent Board is seeking to implement the Proposed Transaction to provide the necessary near term financial headroom to allow the emerging sales and pipeline momentum to be reflected within operating results and cashflow.

At the time of the interim results update, the Board noted that whilst the injection of funds received in November 2020 had provided the flexibility to satisfy the Group's near-term funding requirements, there could be no guarantee that these funds would provide sufficient working capital in the longer term in light of the risks the Group still faced. In view of the sudden deterioration in the Group's current and near term forecast cash position during the current quarter, the Independent Board is strongly of the belief that the Proposed Transaction is the only viable option for securing the investment that is necessary to support the Company in the near term, having regard to the need to restore certainty of funding within a limited timeframe.

3.    The Proposed Transaction

The Company has entered into a loan note instrument in connection with the 2021 Convertible Loan Notes ("Convertible Loan Note Instrument") pursuant to which the Company has created 2021 Convertible Loan Notes up to an aggregate principal amount of £0.65 million. The issue of the 2021 Convertible Loan Notes is conditional only upon the passing of the Resolutions at the General Meeting.

The 2021 Convertible Loan Notes are unsecured and non-transferrable and no application will be made for their admission to trading on any recognised securities exchange.

The Convertible Loan Note Instrument gives the holders of the 2021 Convertible Loan Notes the right to convert the 2021 Convertible Loan Notes they hold into Ordinary Shares at a price of 10 pence per Ordinary Share (which represents a premium of approximately 55 per cent. to the closing middle market price of 6.45 pence an Ordinary Share on 10 September 2021, being the latest practicable trading day prior to the date of this document) at any time on or prior to 29 September 2024.

The Investors have entered into irrevocable undertakings with the Company whereby each of them has agreed irrevocably and, save only for the passing of the Resolutions at the General Meeting, unconditionally to subscribe for an aggregate amount of £600,000 of 2021 Convertible Loan Notes and discussions are ongoing with a view to procuring a subscription commitment or commitments for the balance of £50,000:

Upon the passing of the Resolutions, the Company shall issue the 2021 Convertible Loan Notes to the Investors and any further subscribers and execute and deliver certificates in respect of the 2021 Convertible Loan Notes in the aggregate amounts finally subscribed for.

A copy of the draft Convertible Loan Note Instrument will be available for inspection at the Company's registered office from the date of this document until the time and date of the General Meeting.

4.    Related Party Transactions

Richard Cunningham is a Director of the Company and its Non-Executive Chairman, whilst Herald is currently, prior to the Proposed Transaction and as at the date of this document, interested in (in aggregate) 4,031,490 Ordinary Shares, representing approximately 13.6 per cent. of the existing Ordinary Share capital of the Company, and is therefore regarded as a "Substantial Shareholder" for the purposes of the AIM Rules. Richard Cunningham has agreed to subscribe for 2021 Convertible Loan Notes with an aggregate par value of £37,500 and Herald has agreed to subscribe for 2021 Convertible Loan Notes with an aggregate par value of £500,000 pursuant to the Proposed Transaction. Richard Cunningham's and Herald's respective participations in the Proposed Transaction constitute related party transactions under Rule 13 of the AIM Rules.

The Independent Board considers, having consulted with Singer Capital Markets, that the terms of Richard Cunningham's and Herald's respective participations in the Proposed Transaction are fair and reasonable in so far as Shareholders are concerned. Herald's participation in the Proposed Transaction along with their participation in the previous convertible loan note issue in November 2020, would, if the total number of shares in issue remain the same, represent a fully diluted holding in excess of 29.9 per cent should all of the loan notes they hold and the accrued interest thereon under both instruments be converted. However, there is a contractual provision in both convertible loan note instruments that neither Herald nor the Company can invoke a conversion of such number of loan notes held by Herald that could result in Herald's shareholding exceeding 29.9 per cent.

5.    Effect of the Proposed Transaction and Use of Proceeds

The net proceeds of the Proposed Transaction of up to £0.62 million will provide much needed additional working capital to allow the emerging sales and pipeline momentum to be reflected within operating results and cashflow and will be applied entirely towards meeting the Company's ongoing working capital requirements.

After taking into account the receipt of the minimum net proceeds of the Proposed Transaction of £0.57 million, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months. In reaching this conclusion the Directors have modelled a downside scenario under which they assume a further slight decrease in monthly recurring revenues during the FY22 financial year.  Whilst their internal modelling demonstrates continuing cash headroom in the event that this revenue profile occurs, the Company's viability in the longer term remains critically dependent on its ability to capitalize on current positive momentum by securing a modest level of new sales to existing and potential customers. Given the nature of the COVID-19 Pandemic it is not possible to know the potential impact of the ongoing crisis on the activities of the Group for FY22 and beyond and, in particular, it is possible that as a direct or indirect result the Company will continue to experience a slower and/or lower sales conversion rate than the Directors have modelled within their downside case financial projections. This could in turn have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

6.    Potential dilutive effect resulting from the Proposed Transaction

The 2021 Convertible Loan Notes are capable of being converted into new Ordinary Shares at a price of 10 pence per Ordinary Share. In the circumstances whereby all of the principal amounts of the 2021 Convertible Loan Notes are converted and all of the rolled-up interest attributable to the 2021 Convertible Loan Notes is also converted on the same basis they will upon full conversion represent an increase in the issued ordinary share capital of the Company (assuming there has not been any other share issuance in the meantime) of a minimum of approximately 25.2 per cent. and a maximum of approximately 27.3 per cent.

The previous issue of convertible loan notes concluded in November 2020 are also capable of being converted into new Ordinary Shares at a price of 10 pence per Ordinary Share. In the circumstances whereby all of the principal amounts of the previous issue of convertible loan notes are converted and all of the rolled-up interest   attributable to such notes is also converted on the same basis they will upon full conversion represent an increase in the issued ordinary share capital of the Company (assuming there has not been any other share issuance in the meantime) of approximately 55.6 per cent.

Accordingly, when the effect of the Proposed Transaction is added to the effect of the previous issue of convertible loan notes, then the maximum number of new Ordinary Shares issued to satisfy full conversion of both tranches of convertible loan notes, including rolled-up interest, would represent an increase in the issued ordinary share capital of the Company of a minimum of approximately 80.7 per cent. and a maximum of approximately 82.8 per cent., and so existing Shareholders would experience aggregate dilution of between 44.7 per cent. and 45.3 per cent.

7.    General Meeting

The Company will shortly dispatch the Circular to Shareholders convening the General Meeting of the Company to be held at 10.00 a.m. on 29 September 2021 at Saffery Champness, 71 Queen Victoria Street, London, EC4V 4BE, at which the Resolutions summarised below will be proposed:

Resolution one - authority to allot securities

Resolution one is proposed as an ordinary resolution. This means that, for the Resolution to be passed, more than 50 per cent. of the votes cast must be in favour of the Resolution. Resolution one grants the Directors authority to allot Ordinary Shares, or grant rights to subscribe for or convert any security into Ordinary Shares, up to an aggregate nominal value of £806,000. This will enable the Directors to issue the 2021 Convertible Loan Notes to the Investors and any further subscribers. The authority granted by this resolution shall expire on 29 September 2024.

Resolution two - disapplication of pre-emption rights

Resolution two is proposed as a special resolution. This means that, for the Resolution to be passed, at least 75 per cent. of the votes cast must be in favour of the Resolution. Resolution two shall disapply the statutory pre-emption provisions set out in the Companies Act in respect of the allotment of Ordinary Shares, or granting of rights to subscribe for or convert any security into Ordinary Shares, up to an aggregate nominal value of £806,000. This disapplication shall expire on 29 September 2024.

Resolution two is conditional on Resolution one being passed so that, if Resolution one is not passed, neither of the Resolutions will become effective and the issue of 2021 Convertible Loan Notes will not be implemented.

8.    Irrevocable Undertakings

Each of the Directors and each of the Investors have given an irrevocable undertaking to vote in favour of the Resolutions in respect of their own beneficial holdings (and that of their associates) of Ordinary Shares, together totalling 8,990,805, representing in aggregate 30.40 per cent. of the issued Ordinary Shares.

9.    Importance of the vote

IT IS VERY IMPORTANT that Shareholders vote in favour of the Resolutions at the General Meeting. The Independent Board believes that if the Resolutions are not passed at the General Meeting and so the Proposed Transaction does not proceed and in the absence of immediately available alternative sources of funding, it is likely that in the very near future the Company may not be able to meet its obligations as they fall due, thereby forcing the Board to consider entering into administration or some other form of insolvency procedure under which  the prospects for recovery of value, if any, by Ordinary Shareholders would be uncertain.

10.  Recommendation

The Independent Board strongly believes that the Proposed Transaction is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Independent Board recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as those members of the Board (and that of their associates) intend to do in respect of their entire beneficial holdings of 2,827,631 Ordinary Shares representing 9.56 per cent. of the current issued Ordinary Share capital.

The person responsible for arranging the release of this Announcement on behalf of the Company is Alyson Levett, Chief Financial Officer.

For further information please contact:

Important Notices

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposed Transaction and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to clients of Singer Capital Markets nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. Singer Capital Markets has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Singer Capital Markets for the accuracy of information or opinion contained in this announcement or for the omission of any information.

A copy of this announcement will be available on the website of i-nexus Global plc at (http://www.i-nexus.com).

Forward-Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements" which reflect the Directors' current views, interpretations, beliefs or expectations with respect to the financial performance, business strategy and plans and objectives of management for future operations of the Group. These statements include forward-looking statements with respect to the Group and the sector and industry in which the business currently operates. Statements which include the words "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "aims", "targets", "will", "should" or, "future", "opportunity", "potential" or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

APPENDIX

SUMMARY TERMS OF THE CONVERTIBLE LOAN NOTE

The key terms and conditions of the Convertible Loan Note Instrument are as follows:

a)     The issue of the 2021 Convertible Loan Notes is conditional only on the passing of the Resolutions at the General Meeting. There are no other conditions to the issue of the 2021 Convertible Loan Notes.

b)    The aggregate nominal value of the 2021 Convertible Loan Notes is up to £650,000 and there is a minimum subscription amount of £2,500 by an Investor or a subscriber for 2021 Convertible Loan Notes.

c)     The 2021 Convertible Loan Notes are unsecured and non-transferrable and no application will be made for their admission to trading on any recognised securities exchange.

d)    The Investors have irrevocably agreed to subscribe for the amount of the 2021 Convertible Loan Notes as set out against their names above immediately upon the passing of the Resolutions at the General Meeting.

e)    Following the issue of the 2021 Convertible Loan Notes, the Investors and any further subscribers may issue a conversion notice before the date on which the 2021 Convertible Loan Notes are to be redeemed (see h below) notifying the Company that they wish to convert part or all of their 2021 Convertible Loan Notes into Ordinary Shares at a conversion price of 10 pence per Ordinary Share.

f)     The Investors and any further subscribers may convert the 2021 Convertible Loan Notes they hold, in whole or in part, at their sole discretion, provided that the conversion will not result in a holder of 2021 Convertible Loan Notes, together with any persons acting in concert with it, being interested in Ordinary Shares carrying in aggregate more than 29.9 per cent. of the voting rights of the Company and, in the event of any election to convert being made following an offer that is made to all holders of Ordinary Shares in the Company to acquire such number of Ordinary Shares that would give an offeror (and those acting in concert with them) to cast more than 50 per cent. of the votes, then this limitation shall continue to apply, but any 2021 Convertible Loan Notes held in excess of 29.9 per cent. on conversion can be redeemed at the higher of their par value and the highest offer price made by the offeror during an offer period.

g)     The Company is entitled at any time following the date which is 12 months after the date of issue of the 2021 Convertible Loan Notes to require the Investors and any further subscribers to convert, in whole or in part, their 2021 Convertible Loan Notes on a pro-rata basis into Ordinary Shares at the conversion price of 10 pence per Ordinary Share, provided the closing bid price of an Ordinary Share as shown in the Daily Official List of the London Stock Exchange for a period of at least 60 consecutive days is equal to or exceeds £0.79 per Ordinary Share.

h)    Any 2021 Convertible Loan Notes not converted shall be redeemed on 29 September 2024.

i)      Interest shall accrue on the 2021 Convertible Loan Notes at a fixed rate of 8 per cent. per annum and shall roll up, but shall not be compounded, and all accrued interest that is outstanding shall be payable in full on the date the 2021 Convertible Loan Notes are redeemed or, alternatively, the Investors and any further subscribers may choose to convert the rolled up interest into Ordinary Shares at the same conversion price of 10 pence per Ordinary Share.

j)      In the event that the Company is in default of any payment obligation under the Convertible Loan Note Instrument, default interest shall accrue (compounded quarterly) at the higher of 10 per cent. per annum and the base rate for the time being of Barclays Bank plc.

k)     The Convertible Loan Note Instrument sets out certain events of default, on the occurrence of which the holders of 2021 Convertible Loan Notes may, in their sole discretion, require immediate repayment of the amounts due to them in respect of the 2021 Convertible Loan Notes. These include:

a.     the Company failing to make any payment due under the Convertible Loan Note Instrument within seven days of such payment becoming due;

b.     material breach by the Company of the Convertible Loan Note Instrument which is not cured within 30 days;

c.     a breach of warranty given by the Company pursuant to the Convertible Loan Note Instrument;

d.     the Company ceasing or threatening to cease or becoming unable to pay its debts as they become due or ceasing to carry on all or substantially all of its business;

e.     an encumbrancer taking possession or a receiver, administrative receiver, administrator or similar officer being appointed in respect of the whole or any substantial part of the Company's undertaking, property or assets; or

f.      the Company initiating or consenting to bankruptcy, insolvency or composition proceedings.