The information contained within this announcement is deemed by the Company to constitute inside information stipulated under 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 via the Regulatory Information Service, this inside information is now considered to be in the public domain.
24 April 2023
Insig AI plc
("Insig AI" or the "Company")
Equity subscription raising £0.9 million and
PDMR Dealing
The Company is pleased to announce that it has successfully raised £0.9 million by way of equity subscription for 5,294,118 ordinary shares of 1 pence each in the Company ("Subscription Shares") at 17 pence per Ordinary Share (the "Subscription Price")(the "Subscription").
The Subscription Price was the closing price of the Ordinary Shares on 20 April 2023.
£0.45 million of the Subscription is from a new institutional investor. Richard Bernstein, Insig AI Chairman, also subscribed for approximately £0.15 million. Further details of Richard Bernstein's subscription are provided in the PDMR dealing table at the end of this announcement.
It is intended that the proceeds of the Subscription will be utilised to invest in sales and marketing as well as for working capital purposes. Given the board's expectations for revenues and profitability, it is expected that save for potential strategic partnership or corporate opportunities, the Group will not need to raise any further equity for working capital purposes in the short to medium term.
The Subscription Shares will be issued from Treasury, from shares gifted to the Company in December 2022 by founders Steve Cracknell and Warren Pearson, Chief Product Officer and Chief Technology Officer. Specifically, 1,764,705 Subscription Shares will be issued on 27 April 2023 with the balance of 3,529,413 Subscription Shares being issued on 23 June 2023.
Fair and reasonable assessment
The subscription by Richard Bernstein, a director of the Company constitutes a related party transaction under the AIM Rules.
The directors of the Company (excluding Richard Bernstein), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the Subscription and Richard's participation therein, are fair and reasonable insofar as the Company's shareholders are concerned.
Total voting rights
Following the issue of 1,764,705 Subscription Shares on 27 April 2023 out of treasury, the issued share capital of the Company will remain unchanged at 105,675,645 ordinary shares, whilst the total number of voting rights in the Company will be 103,969,763. 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. Following the transaction, the Company will hold 5,235,295 shares in treasury.
The Company will release a further announcement on the total voting rights of the Company following the issue of the balance of 3,529,413 Subscription Shares on 23 June 2023.
For further information, please visit www.insg.ai or contact:
| Insig AI plc Richard Bernstein (chairman) Colm McVeigh (CEO) | richard.bernstein@insg.ai colin.mcveigh@insg.ai |
| Zeus (Nominated Adviser & Broker) David Foreman / James Hornigold / Danny Philips | +44 (0)20 3829 5000
|
The information set out below is provided in accordance with the requirements of Article 19 of the Market Abuse Regulation.
| Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them ("PCA")
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| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Richard Bernstein | ||||||
| 2 | Reason for notification | | ||||||
| a. | Position/Status | Non-Executive Chairman | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | Insig AI plc | ||||||
| b. | LEI | 21380098CKBAG1NWCD98 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 1p each GB00BYV31355 | ||||||
| b. | Nature of the transaction | Purchase of shares | ||||||
| c. | Price(s) and volume(s) Transaction 1 (settlement 27 April 2023) Transaction 2 (settlement June 2023)
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| d. | Aggregated information |
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| e. | Date of the transaction | 21/04/2023 | ||||||
| f. | Place of the transaction | London Stock Exchange | ||||||
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